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: that the phrase refers to the producer of the tangible goods that are offered for sale, and not to the author of any idea, concept, or communication embodied in those goods.”) 2 . The district court entered judgment in favor of the third defendant in the bench trial, finding that Slep-Tone did not prove that defendant used the SOUND CHOICE trademark. Slep-Tone has not appealed the district court's ruling as to that defendant. 3 . At the time Slep-Tone filed its notice of appeal, there was not a final judgment within the meaning of 28 U.S.C. § 1291 because its claim against one defendant (who did not participate in the bench trial and who is not a party to this appeal) had been dismissed without prejudice. See Ryan v. Occidental Petroleum Corp., 577 F.2d 298, 302-03 (5th Cir. 1978) (<HOLDING>); see also Mesa v. United States, 61 F.3d 20, Options: A. holding that a dismissal on limitations grounds is a judgment on the merits B. holding that a plaintiffs voluntary dismissal of his claims with prejudice constituted a final order that was appealable C. holding that a partial adjudication on the merits followed by a voluntary dismissal without prejudice of the remaining claims is not a final judgment that gives rise to appellate jurisdiction D. holding that the dismissal without prejudice of the prior actions on grounds of mootness does not serve as a final adjudication on the merits so as to bar this action E. holding that an adjudication on summary judgment is an adjudication on the merits

assistant: The best answer is C. holding that a partial adjudication on the merits followed by a voluntary dismissal without prejudice of the remaining claims is not a final judgment that gives rise to appellate jurisdiction
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: court the Secretary’s decision to the contrary. The regulatory regime is completely a creation of the Labor Department’s regulations, and under the Administrative Procedure Act, it is only statutes, not agency regulations, that can preclude otherwise available judicial review. See 5 U.S.C. § 701(a)(1); Gladysz, 595 F.Supp. at 53-54. In light of the presumption of judicial review, see McNary v. Haitian Refugee Ctr., Inc., 498 U.S. 479, 496, 111 S.Ct. 888, 112 L.Ed.2d 1005 (1991); Bowen v. Michigan Academy of Family Physicians, 476 U.S. 667, 670, 106 S.Ct. 2133, 90 L.Ed.2d 623 (1986), we cannot conclude (despite our suspicions) that Congress intended to preclude the alien from challenging labor certification denials without the alien’s employer. See Block, 467 U.S. at 351, 104 S.Ct. 2450 (<HOLDING>). The district court held that appellants Options: A. holding that judicial review is available over the determination of whether extreme hardship exists though no jurisdiction exists to review the ultimate decision of whether to grant a waiver under 1186ac4a B. holding that where congressional intent is clear a court must give effect to such intent C. holding that because here the statutes in issue provide for judicial review via citizen suit provisions yet do not set forth a standard for that review judicial review is limited to apa review on the administrative record D. holding that iiriras permanent rules lack the clear statement of the congressional intent necessary to eliminate habeas review E. holding that where substantial doubt about congressional intent exists the general presumption favoring judicial review is controlling

assistant: The best answer is E. holding that where substantial doubt about congressional intent exists the general presumption favoring judicial review is controlling
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: this regard, in Benavidez v. City of Albuquerque, 101 F.3d 620-627 (10th Cir.1996), we spoke as follows: When the pre-termination process offers little or no opportunity for the employee to present his side of the case, the procedures in the post-termination hearing become much more important. Such a post-termination hearing represents the only meaningful opportunity the employee has to challenge the employer’s action, and requiring a dismissed employee to prove in this context that he was terminated without just cause may increase the risk of an erroneous deprivation. It is often difficult to prove a negative, and where the pre-termination process has been minimal, the employee’s fate may depend entirely upon the post-termination hearing. Cf. Lavine, 424 U.S. at 585, 96 S.Ct. at 1016 (<HOLDING>); Speiser v. Randall, 357 U.S. 513, 525, 78 Options: A. holding that the burden of proof lies on the party asserting the protection of the work product doctrine B. recognizing that wjhere the burden of proof lies on a given issue is of course rarely without consequence and frequently may be dispositive C. holding that section 523a2c shifts the burden of production and not the burden of proof on the issue of intent only D. recognizing burden E. holding that the burden of proof is on the claimant

assistant: The best answer is B. recognizing that wjhere the burden of proof lies on a given issue is of course rarely without consequence and frequently may be dispositive
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: photographs, coupled with the evidence that many of the animals defendant shipped did not survive, may well have supported an offense level enhancement under § 5K2.0. Cf. U.S.S.G. § 5K2.2 (allowing upward departure for significant physical injury); § 5K2.3 (allowing upward departure for extreme psychological injury); § 5K2.8 (allowing upward departure for conduct that “was unusually heinous, cruel, brutal, or degrading to the victim”). Defendant's treatment of many of these endangered animals was simply reprehensible. 4 . Under § 4A1.1, the court assigns criminal history points based on the length of any “prior sentence.” Section 4A1.2(a)(1) excludes prior sentences for conduct that was "part of the instant offense.” 5 . But see United States v. Meza-Urtado, 351 F.3d 301 (7th Cir.2003) (<HOLDING>). 6 . Any mitigating information defendant Options: A. holding that the district court could consider increased sentence severity resulting from deportable alien status B. holding that departure based on deportable alien status was prohibited C. holding that deportable alien status is not a ground for departing downward D. holding that defendants status as a deportable alien could be considered by the district court at sentencing E. recognizing that district court may take into account adverse impact on incarceration caused by status as deportable alien

assistant: The best answer is B. holding that departure based on deportable alien status was prohibited
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: contemplated in Blakely. The admissions to which the Court alluded were facts the defendant admits in a guilty plea. Blakely, 542 U.S. at 304, 124 S.Ct. 2531; cf. Shepard v. United States, 544 U.S. 13, 16, 125 S.Ct. 1254, 161 L.Ed.2d 205 (2005) (noting that in determining the nature of the defendant’s prior conviction for sentence-enhancing purposes, the sentencer is "generally limited to examining the statutory definition [of the crime], charging document, written plea agreement, transcript of plea colloquy, and any explicit factual finding by the trial judge to which the defendant assented ”) (emphasis added). Courts have included a defendant’s testimony at sentencing and stipulations at trial in this category. See, e.g., United States v. Collier, 413 F.3d 858, 860-61 (8th Cir.2005) (<HOLDING>); United States v. Champion, 234 F.3d 106, 110 Options: A. holding that the fact of a prior conviction for sentencing purposes need not be proved to a jury or admitted by defendant to satisfy the sixth amendment B. holding that if sentence does not exceed maximum authorized by facts admitted by defendant or found by jury there is no sixth amendment violation C. holding no sixth amendment violation occurred because the defendant chose to testify at sentencing and admitted the facts upon which the court imposed sentence D. holding that there is no sixth amendment error when the sentence does not exceed the maximum authorized by facts the defendant admitted E. holding that there is no sixth amendment right to jury sentencing

assistant: The best answer is C. holding no sixth amendment violation occurred because the defendant chose to testify at sentencing and admitted the facts upon which the court imposed sentence
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 considerable added expense incurred as a result of Austin’s abuses. Although both goals are important, the primary rationale for the imposition of sanctions on Austin is to deter him from engaging in future abuse. See Cooter & Gell, 496 U.S. at 393, 110 S.Ct. at 2454; accord White v. General Motors Corp., 908 F.2d 675, 683 (10th Cir.1990), cert. denied, 498 U.S. 1069, 111 S.Ct. 788, 112 L.Ed.2d 850 (1991). Despite the requirement that trial courts be precise in issuing sanction orders, the court has “wide discretion” in determining an appropriate amount of sanctions to impose on a party. In re Mark Indus., 751 F.2d 1219, 1224 (Fed.Cir.1984) (permitting trial court discretion in imposing remedial sanctions); see also Kirk Capital Corp. v. Bailey, 16 F.3d 1485, 1490 (8th Cir.1994) (<HOLDING>). To establish the appropriate amount of Options: A. holding that a motion for rule 11 sanctions is dispositive B. holding that an award of sanctions under rule 11 survives despite a later determination that the court lacked subject matter jurisdiction C. holding that a rule 11 sanctions award need only be appropriate thereby according broad discretion to the trial court D. holding that trial court abused its discretion by denying a motion for rule 11 sanctions without adequate explanation E. holding that courts of appeals should review all aspects of the district courts rule 11 determination for abuse of discretion and noting that the district court has broad discretion to impose rule 11 sanctions

assistant: The best answer is C. holding that a rule 11 sanctions award need only be appropriate thereby according broad discretion to the trial court
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: practice, the burden does not shift to the opposing party to disprove prejudice. Additionally, we clarify that the “probability of prejudice” and “likelihood of prejudice” standards are one and the same, although the term “probability of prejudice” is to be preferred, because it more accurately characterizes the moving party’s burden of proof. {23} The question remains, how can the moving party prove and the trial court assess a probability of prejudice at an evidentiary hearing in which the jurors are precluded fr -court evidentiary hearing in which all interested parties are permitted to participate, Remmer, 347 U.S. at 229-30, 74 S.Ct. 450, although in certain rare circumstances, an evidentiary hearing may be conducted in camera, Mann, 2002-NMSC-001, ¶ 37, 131 N.M. 459, 39 P.3d 124 (<HOLDING>). {24} With these principles in mind, we turn Options: A. holding that the defendant by not bringing his knowledge of possible juror bias to the attention of the district court prior to verdict waived his right to a new trial B. recognizing in dicta that the juror affidavit submitted in support of the second new trial motion was obtained in clear violation of the district courts order and the courts local rule against juror interviews on this basis alone the district court would have been acting within its discretion in disregarding the affidavit C. holding that the trial courts in camera interviews were within its discretion because the defendant had waived his right to be present during the juror interviews D. holding that juror interviews were not permissible where the alleged jury misconduct of premature deliberations constituted internal influence E. holding that such a decision was within the trial courts discretion

assistant: The best answer is C. holding that the trial courts in camera interviews were within its discretion because the defendant had waived his right to be present during the juror interviews
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 any person in exchange for a controlled substance in violation of this subchapter, all proceeds traceable to such an exchange, and all moneys, negotiable instruments, and securities used or intended to be used to facilitate any violation of this subchapter.... 21 U.S.C. § 881(a)(6). 3 . Upon remand, it is incumbent upon the government to establish by a preponderance of the evidence that the forfeited property constitutes drug proceeds either by proving the essential factual elements of 21 U.S.C. § 881(a)(6), or by obtaining a stipulation to that effect from the defendant. The mere fact that the government labels the property as “drug proceeds" is not sufficient. Cf. United States v. Atkins, 834 F.2d 426, 434 (5th Cir.1987); United States v. Stricklin, 591 F.2d 1112, 1117 (5th Cir.) (<HOLDING>), cert. denied, 444 U.S. 963, 100 S.Ct. 449, 62 Options: A. holding the plaintiff satisfies the burden of a prima facie case by a preponderance of the evidence B. holding that once the defendant has demonstrated a prima facie nonfrivolous double jeopardy claim the government carries the burden of establishing that the indictments charge separate crimes C. holding that the burden of establishing prima facie case of discriminatory treatment may be satisfied by minimal showing D. recognizing that a plaintiffs burden in establishing a prima facie case is not onerous E. holding that the double jeopardy clause precludes a second trial once the reviewing court has found the evidence legally insufficient

assistant: The best answer is B. holding that once the defendant has demonstrated a prima facie nonfrivolous double jeopardy claim the government carries the burden of establishing that the indictments charge separate 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 case excerpt and choose the best holding from the options. Case excerpt: requirements for stating an ineffective assistance of counsel claim. Simply stated, the fact that Oliveras ultimately did not get the chance to go before an IJ cannot be attributed solely to any ineffective assistance by Attorney Luff. Given that a mechanism existed under 8 C.F.R. § 1003.23(b)(4)(iii)(A) to cure the harm caused by Attorney Luffs incompetence and secure another opportunity to state her case against deportation, which Oliver-as failed to take advantage of, it cannot be said that Oliveras’ immigration proceedings were rendered “fundamentally unfair” on account of the ineffective assistance she received. Hence, Oliveras’ due process rights were not violated, and the BIA acted 'within its discretion in declining to grant her relief. See Guerrero-Santana, 499 F.3d at 93 (<HOLDING>). 3. Equitable Tolling Finally, Oliveras Options: A. holding that a petitioners failure to address the bias denial of a motion to reopen in the argument portion of his opening brief on appeal waived the issue B. holding that it was an abuse of discretion for the bia to fail to consider the merits of a petitioners claim C. holding that the petitioners failure to raise his ineffective assistance of counsel claim before the bia deprived the district court of jurisdiction to hear the issue D. holding that the merits of petitioners ineffective assistance claim were immaterial as counsels shortcomings could not account for petitioners failure to timely file his second motion to reopen E. holding that criminal defense counsels failure to file notice of appeal when requested to do so is per se ineffective assistance

assistant: The best answer is D. holding that the merits of petitioners ineffective assistance claim were immaterial as counsels shortcomings could not account for petitioners failure to timely file his second motion to reopen
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 propriety of the requested declaratory relief would have no effect on the bankruptcy estate. Whether the relief is granted or denied, the estate would receive no assets. No administration would occur and no distributions would be made. Absent such an interest, “related to” jurisdiction simply does not exist. C. Alternatively, even if the Court has jurisdiction of the Adversary Proceeding under 28 U.S.C. § 157, it declines to assert its jurisdiction. The Declaratory Judgment Act confers “unique and substantial discretion” upon federal courts, including discretion whether to entertain, stay, or dismiss the action. Wilton v. Seven Falls Co., 515 U.S. 277, 286, 115 S.Ct. 2137, 132 L.Ed.2d 214 (1995); see also Sani-Top, Inc. v. North Am. Aviation, Inc., 261 F.2d 342, 344 (9th Cir.1958) (<HOLDING>). The courts are under no compulsion to Options: A. holding that a states use of the word shall is mandatory language B. holding that the word may in the declaratory judgment act does not mean shall C. holding that the declaratory judgment act is a procedural device D. holding that the declaratory judgment act is remedial only and the party seeking declaratory relief must have an underlying cause of action E. holding that the use of the word shall in the extradition clause and the extradition act creates a mandatory duty

assistant: The best answer is B. holding that the word may in the declaratory judgment act does not mean shall
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 terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before August 31, 2017; provided , however , that the right to terminate this Agreement under this Section 5.1 shall not be available to a Purchaser whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the transactions contemplated hereunder to occur on or before such date; provided , further , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) No Loan Party, Subsidiary of any Loan Party, or any Affiliate thereof shall establish any Pension Plan or Multiemployer Plan, or shall enter into any arrangements that could be expected to require any Loan Party, any Subsidiary of any Loan Party or any Affiliate thereof to contribute to any Pension Plan or Multiemployer Plan; and (b) except as would not otherwise be expected to result in liability greater than the Material Threshold, no Loan Party or Subsidiary of any Loan Party shall have any ERISA Affiliates and shall not be an ERISA Affiliate of any other Person.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Murphy USA, the Company and each other Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) Murphy USA, the Company or such Subsidiary, as applicable, has set aside on its books reserves with respect thereto to the extent required by GAAP and (iii) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation or (b) the failure to do so could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Whenever a Borrower desires the issuance of a Syndicated Letter of Credit, the respective Borrower will give the L/C Agent written notice with a copy to the Administrative Agent not later than 11:00 a.m. three Business Days (or such shorter period as is acceptable to the L/C Agent in its sole discretion in any given case) prior to the requested date of issuance thereof. Each such notice (each, a " Syndicated Letter of Credit Notice ") shall be irrevocable, shall be given in the form of Exhibit B-3 or such other form reasonably acceptable to the L/C Agent, and shall specify (i) the requested date of issuance, which shall be a Business Day, (ii) the requested Stated Amount and expiry date of the Syndicated Letter of Credit, (iii) the name and address of the requested beneficiary or beneficiaries of the Syndicated Letter of Credit, and (iv) whether such Syndicated Letter of Credit to be issued is a Tranche 1 Letter of Credit (and if so, whether it is to be issued as a Secured Letter of Credit) or Tranche 2 Letter of Credit. Such Borrower will also complete any application procedures and documents reasonably required by the L/C Agent in connection with the issuance of any Syndicated Letter of Credit. Upon its issuance of any Syndicated Letter of Credit, the L/C Agent will promptly notify the Administrative Agent of such issuance, and the Administrative Agent will give prompt notice thereof to each applicable Tranche 1 Lender or Tranche 2 Lender, as the case may be. The renewal or extension of any outstanding Syndicated Letter of Credit shall, for purposes of this Article III , be treated in all respects as the issuance of a new Syndicated Letter of Credit. In addition to any Syndicated Letter of Credit Notice (or electronic notice acceptable to the L/C Agent) with respect to a Syndicated Letter of Credit that is to be a Secured Letter of Credit, the Borrowers shall deliver to the Administrative Agent a Collateral Value Report or other evidence satisfactory to the Administrative Agent reflecting sufficient Collateral Value not later than 11:00 a.m. on the Business Day immediately preceding the date on which such Secured Letter of Credit is to be issued.

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: Immediately after the consummation of the transactions to occur on the Restatement Date and immediately following the making of each Loan and after giving effect to the application of the proceeds thereof, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent.

assistant: Solvency
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: larceny. III. For the reasons set forth above, we conclude that larceny from the person is a crime of violence in the abstract. We therefore affirm the sentence imposed by the district court. AFFIRMED 1 . Smith alleges that because the indictment was amended by crossing out the word "rob” and replacing it with "commit larceny from the person,” the state court determined that no force or violence was involved in the crime. Even if this were true—although the record contains no evidence concerning the circumstances of the amendment — it would not help Smith. While the amendment of the indictment may indicate the absence of violence, the question here is whether the offense in general involves a risk of violence. 2 . Howze overruled United States v. Lee, 22 F.3d 736, 740-41 (7th Cir.1994) (<HOLDING>), on which Smith relies. See Howze, 343 F.3d at Options: A. holding that an escape from custody under minnesota law is a crime of violence B. holding that theft from the person of another under wisconsin law is not a crime of violence as a matter of law and can only qualify as such if there are sufficient facts in the indictment to indicate that a serious threat of violence occurred C. holding that a threat to harm another person is a crime of violence D. holding that north carolina crime of larceny from the person was a crime of violence under the residual clause of the career offender guideline E. holding that theft from the person is not a crime of violence

assistant: The best answer is E. holding that theft from the person is not a crime of violence
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as otherwise provided, each party shall bear its own expenses incurred in connection with the preparation, execution, and performance of this Agreement and this transaction, including all fees and expenses of its own Representatives or any other similar payment in connection with this transaction.

assistant: Expenses
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: this court has also held that it will not interpret a statute to yield an absurd result that is contrary to legislative intent. See City of Maumelle v. Jeffrey Sand. Co., 353 Ark. 686, 120 S.W.3d 55 (2003). The General Assembly’s intent was made quite clear by the emergency clause in Act 782 of 1985 — the Act applies to all judgments. Thus, the statutory interpretation in Carroll Elec, yielded an absurd result which was clearly contrary to legislative intent in that the Carroll Elec, holding resulted in no statutory postjudgment interest rate for judgments other than contract judgments. To continue to rely on that opinion’s analysis in interpreting the statute would continue to yield an untenable result. See, e.g., Nelson v. Timberline Int’l, Inc.,. 332 Ark. 165, 964 S.W.2d 357 (1998) (<HOLDING>). Because the circuit court found that the rate Options: A. holding stare decisis does not preclude the court from abolishing the classification scheme B. holding that pursuant to statute unemployment benefits must be offset against workers compensation payments C. holding that the exclusivity of workers compensation is an affirmative statutory defense which must be timely raised or it is waived D. holding that the provisions of the workers compensation act must be satisfied or the action is not maintainable in the courts E. holding that while stare decisis is a guiding principle prior interpretations of workers compensation statute must be overruled because the interpretations were wrong

assistant: The best answer is E. holding that while stare decisis is a guiding principle prior interpretations of workers compensation statute must be overruled because the interpretations were wrong
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: As of May 4, 2016, the authorized and outstanding capital stock of the Company consists of (a) 2,000,000 shares of preferred stock, none of which are outstanding, and (b) 100,000,000 Shares of the Company common stock, of which 35,702,763 Shares are outstanding. As of the date hereof and as of the Closing Date, (i) there are no options, warrants, securities or instruments convertible into or exchangeable for, or other rights, agreements, arrangements or commitments relating to, or obligating the Company or any of its Subsidiaries to issue or sell any Shares of, the capital stock of, or any other interest in the Company (other than this Agreement and the Rights Agreements), (ii) there have not been any non-cash dividends or in-kind distributions, including dividends or distributions of assets, property, rights, or options to acquire any assets property or rights of the Company, including securities issued by or the assets or properties of its Subsidiaries, declared or payable, or (iii) there has not been any issuance of equity securities (or any instrument exercisable or exchangeable for or convertible into the equity securities) of the Company for consideration per Share less than $15.5460, whether pursuant to a “shelf takedown” from the Company’s registration statement on Form S-3 filed with the SEC on December 8, 2014 or otherwise, in the case of this clause (iii), other than (x) any issuance pursuant to a registration statement on Form S-8 relating to the sale of securities to employees of the Company or a subsidiary of the Company pursuant to a stock option, stock purchase, or similar equity incentive plan or (y) issuances of equity securities (or any instrument exercisable or exchangeable for or convertible into the equity securities) for consideration in the aggregate less than $5,000,000, and in each case of clause (i), (ii) and (iii), except as set forth in the Company Public Filings that are filed with the SEC prior to the date hereof.

assistant: Capitalization
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 Participant’s continued employment with the Company or one of its Subsidiaries, and the provisions of the Plan (including Article XI thereof) and this Agreement, the Restricted Performance Stock shall vest in full on the ______ (__) anniversary of the Grant Date (the “Vesting Date”) provided the Company has achieved the “Annual Performance Goals” detailed below for each of the fiscal years which ends during the period beginning on the Grant Date and ending on the Vesting Date (each such fiscal year constitutes a “Performance Period”).

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: Defendant, Robert Wade Adams, shall serve the twenty year sentence in Case Number CC 05-102 and CC 06-008 straight.” (C.R. 80-82.) The appellant argues that the circuit court erroneously revoked his probation based on his failure to comply with the conditions set forth in his plea agreement because compliance with the conditions of the plea agreement was not a condition of his probation. Rule 27.6(e), Ala. R.Crim. P., provides, in pertinent part: “Probation shall not be revoked for violation of a condition or regulation if the probationer had not received a written copy of the condition or regulation.” However, this court has recognized that there are certain conditions of probation that are implicit in every probationary sentence. See Hill v. State, 624 So.2d 1102 (Ala.Crim.App.1993) (<HOLDING>); Wilcox v. State, 395 So.2d 1054 (Ala.1981) Options: A. holding that a sentence structured with three years incarceration suspended and eight years of sex offender probation was a true split sentence B. holding that probation is not a sentence C. holding that every probationary sentence includes the implicit condition that a probationer serving a split sentence will comply with prison rules and regulations while on probation D. holding that sentence of fortyeight months in state prison as a condition of probation violated section 948032 and was an illegal sentence E. holding that probation does not constitute a sentence

assistant: The best answer is C. holding that every probationary sentence includes the implicit condition that a probationer serving a split sentence will comply with prison rules and regulations while on probation
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: Dec. 21, 2011) (generic drug manufacturers’ failure to update their labels, “after the brand named manufactur ers enhanced their warning labels in 2004, might preclude the application of conflict pre-emption, but only as to the labeling information added by the brand named manufacturers in 2004”); In re Reglan Litigation, No. 289, 2012 WL 1613329 (Super.Ct. Atlantic County, N.J.2012); Fisher v. Pelstring, 817 F.Supp.2d 791, 805 (D.S.C.2011). Generic Defendants have argued that since there is a federal statute specifically excluding private causes of action for violations of FDA regulations, 21 U.S.C. § 337(a), state tort suits premised on violations of federal law are impliedly preempted. Buckman Co. v. Plaintiffs’ Legal Cmte., 531 U.S. 341, 348, 121 S.Ct. 1012, 148 L.Ed.2d 854 (2001) (<HOLDING>). However, these failure to update claims are Options: A. holding state law fraud and deceit claims to be preempted B. holding that the plaintiffs state law claims are preempted by federal law C. holding the state law claims were not preempted D. holding that state law fraud on the fda claims were impliedly preempted by the food drug and cosmetic act E. holding that state claims for fraudulent submissions to the fda were preempted

assistant: The best answer is D. holding that state law fraud on the fda claims were impliedly preempted by the food drug and cosmetic act
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 representations, warranties and covenants contained in this Agreement and the other Transaction Documents shall survive the Closing and remain in full force and effect as follows: (a) for a period of fifteen (15) months following the Closing Date, with respect to all representations and warranties (other than with respect to the Fundamental Representations which shall survive the Closing and remain in full force and effect until the expiration of the applicable statute of limitations), or (b) with respect to each other covenant or agreement contained in this Agreement or any other Transaction Document, until the last date on which such covenant or agreement is to be performed or, if no such date is specified, for a period of twelve (12) months following the Closing Date.

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 State argued that Wright and Jackson were the two shooters at the trials of Wright, Oglesby, and Jackson. The State denies that it presented mutually exclusive, false, or misleading evidence. It contends that the evidence permits two factual scenarios: the shooters were either Jackson and Wright or Jackson and defendant. This is not a case where the prosecutor destroyed the credibility of one witness to convict one defendant and then used that same witness to convict a co-defendant for the same crime. See, e.g., Drake v. Kemp, 762 F.2d 1449 (11th Cir.1985), cert. denied, 478 U.S. 1020, 106 S.Ct. 3333, 92 L.Ed.2d 738 (1986). Nor is this a case where the prosecutor improperly argued facts that were unsupported by the evidence. Nichols v. Collins, 802 F.Supp. 66, 75 (S.D.Tex.1992) (<HOLDING>), habeas corpus denied, sub nom, Nichols v. Options: A. holding that the defendant may not state one ground at trial and another on appeal B. holding that where trial court is trier of fact and has made an affirmative deadly weapon finding it retains discretion to enter finding in judgment C. holding that although trial courts oral opinion may be used as a reference in the interpretation of its written findings of fact it is not a finding of fact D. holding to preserve an issue for appellate review the issue must have been raised to and ruled upon by trial court and a party may not argue one ground for objection at trial and another ground on appeal E. holding in case in which defendant challenged his murder conviction and death sentence on ground that states conflicting theories in the trial of his accomplice constituted a denial of due process that state may be constitutionally estopped from obtaining a fact finding in one trial and seeking and obtaining an inconsistent fact finding in another trial

assistant: The best answer is E. holding in case in which defendant challenged his murder conviction and death sentence on ground that states conflicting theories in the trial of his accomplice constituted a denial of due process that state may be constitutionally estopped from obtaining a fact finding in one trial and seeking and obtaining an inconsistent fact finding in another trial
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: disease of the lung and its sequelae, including respiratory and pulmonary impairments, arising out of coal mine employment.” 30 U.S.C. § 902(b); 20 C.F.R. § 725.101(a)(20). The “legal” definition of pneumoconiosis (i.e. any lung disease that is significantly related to, or substantially aggravated by, dust exposure in coal mine employment) is much broader than the medical definition, which only encompasses lung diseases caused by fibrotic reaction of lung tissue to inhaled dust. See Doris Coal Co. v. Director, OWCP, 938 F.2d 492, 496 (4th Cir.1991). Congress granted the Secretary of Labor broad authority to promulgate regulations under the BLBA. 30 U.S.C. §§ 932(a), 936(a); 20 C.F.R. § 725.301-.422; see also Director, OWCP v. National Mines Corp., 554 F.2d 1267, 1275 (4th Cir.1977) (<HOLDING>) (quoting Mourning v. Family Publications Options: A. holding that although the first amendment was implicated the regulation compelling disclosure of certain information in advertisements was constitutional as long as it was reasonably related to the states interest B. holding that validity of regulations will be sustained as long as reasonably related to the purposes of the enabling legislation C. holding that prison administration may infringe upon prisoners first amendment rights as long as the infringement is reasonably related to legitimate penological interest D. holding that the trial courts classification of property will not be disturbed as long as there is competent evidence to support that determination E. holding that regarded as claim was reasonably related to claim of discrimination on the basis of disability

assistant: The best answer is B. holding that validity of regulations will be sustained as long as reasonably related to the purposes of the enabling legislation
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as could not reasonably be expected to have a Material Adverse Effect, to any Obligor’s knowledge, each Obligor and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business as presently conducted and as proposed to be conducted, without conflict with any rights of others. To the Lead Borrower’s knowledge, as of the Third Restatement Date, there is no pending or, to any Obligor’s knowledge, threatened in writing, Intellectual Property Claim with respect to any Obligor, any Subsidiary or any of their Intellectual Property which could reasonably be expected to result in a Material Adverse Effect. Schedule 8.1.10 sets forth all registered United States Intellectual Property and all applications for registration thereof, owned by any Obligor as of the Third Restatement Date.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: BORROWER HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN BORROWER AND LENDER OR THEIR SUCCESSORS AND ASSIGNS, OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS AND/OR THE COLLATERAL. IT IS INTENDED THAT SAID WAIVER SHALL APPLY TO ANY AND ALL DEFENSES, RIGHTS, AND/OR COUNTERCLAIMS IN ANY ACTION OR PROCEEDINGS BETWEEN BORROWER AND LENDER. BORROWER WAIVES ALL RIGHTS TO INTERPOSE ANY CLAIMS, DEDUCTIONS, SETOFFS OR COUNTERCLAIMS OF ANY KIND, NATURE OR DESCRIPTION IN ANY ACTION OR PROCEEDING INSTITUTED BY LENDER WITH RESPECT TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS, THE COLLATERAL OR ANY MATTER ARISING THEREFROM OR RELATING THERETO, EXCEPT COMPULSORY COUNTERCLAIMS.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 1219. 3 . Notably, qualified immunity and fair warning derive from two entirely separate sources. The fair warning requirement, which springs from the Due Process Clause, protects a defendant from criminal liability. See Harriss, 347 U.S. at 617, 74 S.Ct. 808. Qualified immunity, on the other hand, is a common-law "immunity from suit rather than a mere defense to liability,” Mitchell, 472 U.S. at 526, 105 S.Ct. 2806, which public officials typically invoke as a defense to 42 U.S.C. § 1983 claims. See, e.g., Pierson v. Ray, 386 U.S. 547, 554, 87 S.Ct. 1213, 18 L.Ed.2d 288 (1967) (applying qualified immunity to a police officer after noting that Congress never meant to abolish common-law immunities). 4 . Kastigarv. United States, 406 U.S. 441, 460-62, 92 S.Ct. 1653, 32 L.Ed.2d 212 (1972) (<HOLDING>). 5 . To justify dismissing an action for Options: A. holding that a defendant need only show that he testified under a grant of immunity in order to shift to the government the heavy burden of proving that all evidence it proposes to use was derived from legitimate independent sources B. holding that the government bears the burden of proving voluntary consent under the totality of the circumstances C. holding that the burden of proving that the employee did not make reasonable efforts is on the defendant D. holding that the government must satisfy its burden of proving contract damages E. holding that the moving party bears a heavy burden of proving the facts required for disqualification

assistant: The best answer is A. holding that a defendant need only show that he testified under a grant of immunity in order to shift to the government the heavy burden of proving that all evidence it proposes to use was derived from legitimate independent sources
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 any provision of this Agreement to the contrary, the issuance of the RSUs (and the shares of Stock upon settlement of the RSUs) pursuant to this Agreement will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Act”), is at the time of issuance in effect with respect to the shares issued or (b) in the opinion of legal counsel to the Company, the shares issued may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Act. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares of Stock as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

assistant: Compliance With Laws