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: Any employee who is a Participant in the Plan and who transfers to a new position not governed by this Plan will be eligible on a pro-rata basis for the applicable period and paid as defined by the Plan. Employees who transfer into the Plan from another plan and/or from one Business Group to another will be subject to proration as well, and consequently will be eligible to receive an incentive payment based on their participation in this Plan during fiscal year 2019 applying the Proration Factors referred to below. Payments from the Plan are subject to reduction by advances, unearned commission advances, draws or prorations and appropriate withholdings. Any exceptions to the Plan must be in writing and approved by the Compensation Committee of the Board of Directors.

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 case excerpt and choose the best holding from the options. Case excerpt: conclusions in Wescott and Tibbetts provide additional guidance here. In these cases, defendant insurance companies unsuccessfully argued that a prior recovery should be offset against recovery under the UM/UIM provisions of the relevant insurance contracts. The insurance contracts in each case had such offset provisions. Tibbetts, 618 A.2d at 732; Wescott, 397 A.2d at 165 n. 7. [¶ 13] We held that this argument was not persuasive in those cases as it was, and is, contrary to section 2902. “Because a reduction in coverage for amounts received from an insured joint tortfeasor would nullify the statutorily authorized coverage for damages caused by an underinsured motorist,” the offset provision was void as contrary to statute. Tibbetts, 618 A.2d at 734; see also Wescott, 397 A.2d at 170 (<HOLDING>). [¶ 14] Again, the protections of section 2902 Options: A. holding that a recovery in excess of um uim coverage limits is not inconsistent with the stated goal of section 2902 B. holding that in order for insured to qualify for uim benefits there must have been a liability policy in effect um coverage does not satisfy this requirement C. holding that waiver of um coverage was ineffective under south carolina law because insurer did not adequately advise insured party about um coverage D. holding that excess coverage in four policies was not triggered until primary insurer satisfied the requirements necessary to trigger the excess insurers coverage and paid the full amount of its limits E. holding named driver exclusion eliminating liability coverage as well as um coverage did not contravene um statute because statute required um coverage only if the claimant otherwise qualifies for liability coverage under the policy

assistant: The best answer is A. holding that a recovery in excess of um uim coverage limits is not inconsistent with the stated goal of section 2902
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) This Agreement shall continue in effect until September 30, 2019 (the “Initial Termination Date”). If this Agreement is not terminated on the Initial Termination Date, as provided for herein, then, this Agreement shall automatically renew for an additional one-year period and shall continue to renew for additional one-year periods until this Agreement is otherwise terminated, as provided for herein. At any time during the term of this Agreement, CMF may elect to terminate this Agreement with effect from the first business day of any month on 30 calendar days’ written notice; provided, however, that CMF may elect to immediately terminate this Agreement if (i) the Net Asset Value per Unit of the Partnership shall decline as of the close of business on any day to $400 or less; (ii) the Net Assets of the Partnership allocated to the Advisor (adjusted for redemptions, distributions, withdrawals or reallocations, if any) decline by 20% or more as of the end of a trading day from such Net Assets of the Partnership’s previous highest value; (iii) limited partners owning at least 50% of the outstanding units of the Partnership (excluding units owned by CMF, an affiliate of CMF other than the Partnership, or any of their employees) shall vote to require CMF to terminate this Agreement; (iv) the Advisor fails to comply with the terms of this Agreement; (v) CMF, in good faith, reasonably determines that the performance of the Advisor has been such that CMF’s fiduciary duties to the Partnership require CMF to terminate this Agreement; (vi) CMF reasonably believes that the application of speculative position limits will substantially affect the performance of the Partnership; (vii) the Advisor fails to conform to the CMF Trading Policies, as they may be changed from time to time; (viii) the Advisor merges, consolidates with another entity, sells a substantial portion of its assets, or becomes bankrupt or insolvent, (ix) Robert Pettit, Johannes Hoff, or Filip Wuytack dies, becomes incapacitated, leaves the employ of the Advisor, ceases to control the Advisor or is otherwise not managing the trading programs or systems of the Advisor, (x) the Advisor’s registration as a commodity trading advisor with the CFTC or its membership in NFA or any other regulatory authority, is terminated or suspended; or (xi) CMF reasonably believes that the Advisor has or may contribute to any material operational, business or reputational risk to CMF or CMF’s affiliates. This Agreement will immediately terminate upon dissolution of the Partnership or upon cessation of trading by the Partnership prior to dissolution.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: domains and adequately articulated a sufficient evidentiary basis for his decision. We reject Jaramillo’s argument that the ALJ committed reversible error by not giving controlling weight to Mesa’s treating physician’s opinion that he had an “extreme limitation in the area of concentration, persistence, or pace.” A-28. As noted by the ALJ, the opinions of the treating physician and the State Agency Psychological Consultant differed. As we held in Kent v. Schweiker, 710 F.2d 110, 115 n. 5 (3d Cir.1983), a referee may reject the conclusions of the treating physician if he “weights] [those conclusions] against the other relevant evidence and explainfs] why certain evidence has been accepted and why other evidence has been rejected.” See also Allen v. Bowen, 881 F.2d 37, 41 (3d Cir.1989) (<HOLDING>). The ALJ has adequately done so in the present Options: A. holding that the alj must make findings setting forth specific and legitimate reasons that are supported by substantial evidence in order to reject the contradicted opinion of a treating physician B. holding that where a treating physicians opinion is contradicted by a consulting physician the alj must explain on the record the reasons for rejecting the opinion of the treating physician C. holding that remand was not required and that the aljs failure to mention treating physicians opinion was harmless error because the alj adopted the treating physicians recommendations D. holding that the alj erred by failing to mention the contrary opinion of a treating physician E. holding that an alj may discount a treating physicians opinion where the physician has offered inconsistent opinions

assistant: The best answer is B. holding that where a treating physicians opinion is contradicted by a consulting physician the alj must explain on the record the reasons for rejecting the opinion of the treating physician
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: To the extent permitted by the Plan as then in effect and except as would otherwise violate the terms of any financing agreement to which the Company is then a party, the tax withholding obligations arising in connection with this Award may be settled by withholding the delivery of Shares otherwise distributable hereunder in respect of vested Restricted Stock Units based on the Fair Market Value of those Shares.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as disclosed in the SEC Documents or on Schedule 3.1(b)(xii) , as of the date hereof, none of the officers, directors or employees of the Company or any other Subject Company is a party to any transaction with the Company or any other Subject Company (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any such officer, director or employee or, to the knowledge of the Company or any other Subject Company, any corporation, partnership, trust or other entity in which any such officer, director, or employee has a substantial interest or is an officer, director, trustee or partner.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: if you use skype pay by mobile , your mobile phone carrier is a third-party beneficiary of your agreement with microsoft and skype to resolve disputes through informal negotiation and arbitration .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Section 10.4 shall survive the resignation or removal of the Indenture Trustee, the Calculation Agent and the Paying Agent and the termination of this Base Indenture.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement may be executed in any number of counterparts, including counterparts transmitted by electronic mail or facsimile transmission, each of which will be deemed to be an original and all of which together will constitute one and the same instrument.

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: All representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that Lender may have had notice or knowledge of any Default or Event of Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any loan or any fee or any other amount payable under this Agreement is outstanding and unpaid or any Letter of Credit is outstanding and so long as the obligation of Lender to provide extensions of credit hereunder has not expired or been terminated.

assistant: Survival
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: To the contrary, in an order entered 28 February 2006, the court specifically retained jurisdiction “for further orders.” We conclude that the trial court had exclusive, continuing jurisdiction to enter the order terminating respondent’s parental rights after jurisdiction attached on 28 March 2003, when the North Carolina court entered an order as to the custody of H.D. Since jurisdiction under the UCCJEA is exclusive and continuing, the courts of North Carolina still had jurisdiction over H.D. to enter an order terminating respondent’s parental rights, even though H.D. resided in Alabama with the custodial guardians, because the requisites of “substantial connection” jurisdiction pursuant to Section 201 were met. This assignment of error is overruled. II: Motions to Dismiss In (2007) (<HOLDING>). We follow the reasoning of B.D. and W.L.M. Options: A. holding that temporary order amounted to order modifying custody of children because language changed custody for an indefinite period B. holding that dss was estopped to argue that the respondent mother was competent to surrender her children when dss had previously argued that she was so mentally ill that she could not care for her children C. holding that the uccja applied to a california child custody order granting temporary custody of two children to their father D. holding that the failure to attach a custody order was not reversible error because there was no showing of prejudice where the respondents were aware of the childs placement the petition noted that custody of the child was given by prior orders the respondent admitted that the child was in the legal custody of the buncombe county department of social services and the respondents were present at pretermination hearings in which custody was granted to petitioner and hearings in which visitation options were discussed and determined E. holding that the failure to attach a custody order was not reversible error because there was no showing of prejudice where there was no indication that the respondent was unaware of the placement or custody of the children at any time the motion to terminate stated that dss was given legal custody of the minor children and the record included a copy of an order in effect when the motion was filed that awarded dss custody of the children

assistant: The best answer is E. holding that the failure to attach a custody order was not reversible error because there was no showing of prejudice where there was no indication that the respondent was unaware of the placement or custody of the children at any time the motion to terminate stated that dss was given legal custody of the minor children and the record included a copy of an order in effect when the motion was filed that awarded dss custody of the children
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: You agree you will not defame or disparage the reputation, character, image, products or services of the Company, or the reputation or character of the Company’s directors, officers, employees or agents. The Company will direct its officers and directors not to defame or disparage your reputation or character. Nothing in this Section will be construed to limit or restrict you or the Company from taking any action that such party in good faith reasonably believes is necessary to fulfill such party’s fiduciary obligations to the Company or from providing truthful information in connection with any legal proceeding, government investigation or other legal matter.

assistant: Non-Disparagement
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: v. Zanello, 109 Or. 562, 220 P. 155, 158 (1923)); accord Miles v. McCallan, 1 Ariz. 491, 3 P. 610, 611 (Ariz.Terr.1884) (“A finding of fact is a determination of a fact by the court, which fact is averred by one party and denied by the other, and this determination must be founded on the evidence in the case.”); cf. Mikel v. State, 528 S.W.2d 796, 798 (Mo.Ct.App.1975) (a “finding of fact is ... a statement by the court as to what facts the court finds to be true which in turn leads the court to form conclusi Minn. 381, 230 N.W. 257, 258 (1930) (“There is what purports to be one finding of fact, that ‘the evidence fails to establish the cause of action set out in the complaint herein.’ That is no finding of fact, but a mere legal conclusion irom the facts.”); Mikel, 528 S.W.2d at 798 (<HOLDING>). The court simply dismissed Angel’s petition Options: A. 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 B. holding trial court failed to make a finding of fact but rather made a finding of the ultimate question of law that the defendants plea was not knowingly and intelligently made C. holding that the defendants guilty plea was entered into knowingly voluntarily and intelligently D. holding that in order for a waiver of counsel to be valid the trial court must ensure that the defendants waiver of his right to counsel is done knowingly and intelligently so that the record establishes that the defendants choice is made with eyes open E. holding new trial was warranted where trial court did not make adequate determination pursuant to nc gen stat 15a1242 whether defendants decision to proceed pro se was knowingly intelligently and voluntarily made

assistant: The best answer is B. holding trial court failed to make a finding of fact but rather made a finding of the ultimate question of law that the defendants plea was not knowingly and intelligently made
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall automatically terminate and be of no further force or effect upon the earlier to occur of (a) the first Business Day following the expiration of the Additional Shares Lock-up Period, (b) the first Business Day following the expiration of the Third Lock-up Period if no Additional Shares are issued and (c) as provided in Section 2(d) on a Restriction Release Event; except that Section 3(c), 4(c) and Sections 5 through 20 of this Agreement shall survive termination under this Section 6.

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: No event has occurred since the date of the most recently delivered audited financial statements, and no fact or condition exists, which has had a Material Adverse Effect or which could reasonably be expected to have a Material Adverse Effect.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: without deciding, that these requirements provide authority for the proposition that counsel has a right to know the numerical breakdown of the jury, we do not find that the district court’s decision to withhold this information amounted to fundamental error. {59} “To constitute a critical stage of a criminal proceeding, the particular proceeding or act in question must be one at which, or in connection with which, the accused’s constitutionally protected rights may be lost or adversely affected.” State v. Acuna, 78 N.M. 119, 120, 428 P.2d 658, 659 (1967). Although Defendant maintains the information was “critical knowledge” he needed to decide whether to agree to a mistrial, he does not show how he was prejudiced. Cf. Smith v. United States, 542 A.2d 823, 826 (D.C.Ct.App.1988) (<HOLDING>). The jury’s note did not indicate whether it Options: A. holding that in reviewing a jury instruction this court must review the entire instruction and look at all the evidence on the record to determine whether there was error and whether that error prejudiced the complaining party B. holding that when no objection was made to jury instruction evidence to support finding based on instruction should be assessed in light of the instruction given C. holding that whether the majority favored conviction or acquittal was a critical factor in the defendants decision whether to request a shotgun instruction since precedent prohibited the instruction in such circumstances D. holding that defendant was not entitled to entrapment instruction when there was insufficient evidence to support such an instruction E. recognizing that the decision of whether to give a jury instruction is reviewed for abuse of discretion

assistant: The best answer is C. holding that whether the majority favored conviction or acquittal was a critical factor in the defendants decision whether to request a shotgun instruction since precedent prohibited the instruction in such circumstances
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: any competent evidence supports the Commission’s findings of fact and whether the findings of fact support the Commission’s conclusions of law.” Deese v. Champion Int’l Corp., 352 N.C. 109, 116, 530 S.E.2d 549, 553 (2000). Defendants argue first that plaintiff “provided no scientific evidence tending to show the presence of asbestosis [sic] in any environment in which he worked at Ross & Witmer or, for that fact, any other employer.” This Court has squarely held that “there is no need for such expert testimony.” Vaughn v. Insulating Servs., 165 N.C. App. 469, 473, 598 S.E.2d 629, 631, disc. review denied, 359 N.C. 75, 605 S.E.2d 150 (2004). See also Abernathy v. Sandoz Chems./Clariant Corp., 151 N.C. App. 252, 259, 565 S.E.2d 218, 223, cert. denied, 356 N.C. 432, 572 S.E.2d 421 (2002) (<HOLDING>). In Abernathy, this Court held that “competent Options: A. holding that there is no basis in law to submit the issue of plaintiffs negligence to the jury when there was no evidence that plaintiff incited the dog or voluntarily or unreasonably exposed herself to a known risk B. holding that under michigan law evidence of other products to which the plaintiff may have been exposed is relevant to rebut the plaintiffs claim C. holding exhaustion was not required where the plan failed to notify the plaintiff regarding the availability of a contractual remedy D. holding that scientific evidence was not required regarding the extent of exposure to asbestos when deciding where the plaintiff was last injuriously exposed under nc gen stat 9757 E. holding that scientific evidence must satisfy the pertinent delaware rules of evidence concerning admission of scientific testimony or evidence ie dre 401 402 403 702 and 703 and be relevant and reliable

assistant: The best answer is D. holding that scientific evidence was not required regarding the extent of exposure to asbestos when deciding where the plaintiff was last injuriously exposed under nc gen stat 9757
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be construed, and the obligations, rights and remedies of the parties under this Agreement shall be determined, in accordance with the laws of the State of Georgia without regard to conflicts oflaws principles, except to the extent that the laws of the United States of America may prevail.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Borrower may not assign this Note without the prior written consent of Lender. This Note and any shares of Common Stock issued upon conversion of this Note may be offered, sold, assigned or transferred by Lender without the consent of Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

assistant: Severability
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 listed in Schedule 4.8 attached hereto and made a part hereof, there are no administrative actions, arbitration, material grievances, examinations, claims, demands, suits, investigations or proceedings pending or, to the best of the Seller's knowledge after due inquiry, threatened against or involving the Seller, or which question or challenge the validity of this Agreement or any action taken or to be taken by either of the Seller pursuant to this Agreement or in connection with the transactions contemplated hereby, and the Seller do not know of any basis for any such action, suit, investigation or proceeding. Furthermore, in light of this representation and warranty, the Seller have made its best faith inquiries and investigations of the Seller's operations at its branch locations, if any.

assistant: Litigations
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: • avoid , bypass , remove , deactivate , impair , descramble or otherwise circumvent any technological measure implemented by academia.edu or any of academia.edu 's providers or any other third party ( including another user ) to protect the site , services or collective content ;

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: By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of any Issuing Bank or the Lenders, the Issuing Bank issuing the Letter of Credit hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

assistant: Participations
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 decision of the Arbitrator on the points in dispute will be final, conclusive, and binding, and judgment on the award may be entered in the highest court of the forum (whether the enforcement action is brought originally in the Texas state courts or the Texas federal courts) having jurisdiction over the issues addressed in the arbitration. The parties agree that this Section 18 has been adopted by the parties to rapidly and inexpensively resolve any disputes between them. The parties intend that a final award shall be rendered as soon as reasonably possible, and, absent a determination by the Arbitrator that fairness requires an extension, the parties intend for a final award to be rendered within 180 days of appointment of the Arbitrator. The parties agree that this Section 18 will be grounds for dismissal of any court action commenced by either party arising out of and/or relating to this Agreement, the employment relationship between Employee and the Company or the termination thereof, or the arbitrability of any controversy or claim, other than post-arbitration actions by either party seeking to enforce an arbitration award. If an arbitrator or court of competent jurisdiction determine that the scope of the arbitration and related provisions of this Agreement are too broad to be enforced as written, the parties intend that the court of arbitrator reform the provision in question to such narrower scope as it determines to be reasonable and enforceable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The execution, delivery and performance of the Transaction Documents by Company, the issuance and sale of the Securities and the consummation by Company of the other transactions contemplated thereby do not and will not (a) conflict with or violate any provision of Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (b) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other instrument (evidencing Company or Subsidiary debt or otherwise) or other understanding to which Company or any Subsidiary is a party or by which any property or asset of Company or any Subsidiary is bound or affected, (c) conflict with or result in a violation of any material law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Company or a Subsidiary is subject (including U.S. federal and state securities laws and regulations), or by which any property or asset of Company or a Subsidiary is bound or affected, or (d) conflict with or violate the terms of any material agreement by which Company or any Subsidiary is bound or to which any property or asset of Company or any Subsidiary is bound or affected; except in the case of each of clauses (b), (c) and (d), such as would not reasonably be expected to result in a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: No Credit Party shall use the proceeds of the Loans or Letters of Credit for any purpose other than for general corporate purposes, and for such other purposes to the extent not inconsistent with the provisions of this Agreement. No part of the proceeds of any Loan or Letter of Credit will be used by the Credit Parties, whether directly or indirectly, to purchase or carry Margin Stock or for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulations T, U or X, or in any other manner that would violate Section 5.1(q).

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: the software may include h. 264/avc , mpeg-4 visual and/or vc-1 codec technology that may be licensed by mpeg la , l.l.c. .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties acknowledge and agree that irreparable injury to the Other Party would occur in the event that any provision of this Agreement were not performed in accordance with such provision’s specific terms or were otherwise breached or threatened to be breached, and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that each Party (as applicable, the “ Moving Party ”) shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the Other Parties shall not take action in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. The Party against whom specific performance is sought agrees to waive any applicable right or requirement that a bond be posted. This Section 14 shall not be the exclusive remedy for any violation of this Agreement.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: as an adjunct of the superior courts,” Wheeler v. Shoemaker, supra, 78 F.R.D. at 219, the court concluded that reference to the panel so established amounts to little more than furnishing the state court an opportunity to pass upon the claim initially. To refer the action to a panel appointed by the state court, therefore, is contrary to the congressional grant of diversity jurisdiction. Id. at 221. The district court rested this basis for its holding on Railway Co. v. Whitton’s Administrator, 80 U.S. (13 Wall.) 270, 20 L.Ed. 571 (1871), in which the Supreme Court held that Wisconsin could not limit enforcement of a state-created cause of action for wrongful death to its own courts. See also Terral v. Burke Construction Co., 257 U.S. 529, 532, 42 S.Ct. 188, 188, 66 L.Ed. 352 (1922) (<HOLDING>): [T]he Federal Constitution confers upon Options: A. holding that the actual amount of capital employed in the state by a foreign corporation was to be based on the property of the corporation that was within the state and that was used in business transacted within the state B. holding that in a diversity action a federal court must apply the law of the forum state C. holding that the hague convention applied because while minnesota law permitted a foreign corporation to be served with process through the secretary of states office the applicable statute also required the secretary of state to mail a copy of the summons to the foreign corporation before service was effectuated D. holding unconstitutional an arkansas statute causing a foreign corporation to lose its license to do business within the state if either through filing an action or through removal it invoked the diversity jurisdiction of the federal courts E. holding that the plain language of the diversity jurisdiction statute permitted a workmens compensation claim to be filed as an original action in federal court even though congress clearly intended to prohibit the removal of such claims congress used language specifically barring removal of such cases from state to federal courts and at the same time left unchanged the old language which just as specifically permits civil suits to be filed in federal courts in cases where there are both diversity of citizenship and the prescribed jurisdictional amount in this situation we must take the intent of congress with regard to the filing of diversity cases in federal district courts to be that which its language clearly sets forth congress could very easily have used language to bar filing of workmens compensation suits by the insurer as well as removal of such suits and it could easily do so still

assistant: The best answer is D. holding unconstitutional an arkansas statute causing a foreign corporation to lose its license to do business within the state if either through filing an action or through removal it invoked the diversity jurisdiction of the federal courts
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: involved in the incident, which was for his own lustful gratification. Moreover, while “the definition of sexual penetration announced in Mississippi Code Annotated section 97-3-97 encompasses any penetration, the Court holds the parameters of the definition of sexual penetration are logically confined to activities which are the product of sexual behavior or libidinal gratification.” Frei v. State, 934 So.2d 318, 325(¶ 18) (Miss.Ct.App.2006)(quoting Roberson v. State, 501 So.2d 398, 400 (Miss.1987)). ¶ 11. This Court and the Mississippi Supreme Court have interpreted Mississippi Code Annotated section 97-3-97 (Rev.2006) to include common sense applications where the accused attempts to engage in semantics regarding the literal reading of the statute. See Frei, 934 So.2d at 325(¶ 18) (<HOLDING>); see also Hennington v. State, 702 So.2d 403, Options: A. holding that medical report was not material for brady purposes where report at best showed lack of vaginal penetration of sexual abuse victim penetration was not necessary for conviction of sexual abuse of a minor under iowa law B. holding that a jury instruction listing additional modes of sexual penetration than those listed in the information did not impermissibly amend the charge of sexual assault becausein part the added modes of sexual penetration did not change the applicable statute sentence or level of offense C. holding that the clergy sexual conduct statute requires general intent and does not impose strict liability because the act of sexual penetration must be intentional D. holding that penetration of anus and penetration of sexual organ although found in same subsection of section 22021a1b are separate offenses E. holding that mississippi code annotated section 97395 was not overbroad despite the fact that innocent penetrations can occur during the course of parental activities or clinical duties and the meaning of sexual penetration is legitimately confined to those activities which are done for sexual gratification

assistant: The best answer is E. holding that mississippi code annotated section 97395 was not overbroad despite the fact that innocent penetrations can occur during the course of parental activities or clinical duties and the meaning of sexual penetration is legitimately confined to those activities which are done for sexual gratification
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 determined by the Committee, upon termination of employment or service (as determined under criteria established by the Committee) during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided, however, that the Committee may provide, by rule or regulation or in any Award Agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to Restricted Stock will be waived in whole or in part in the event of termination resulting from specified causes.

assistant: Forfeitures
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: but the Court lacks the ability to do so. Although a sentence may not typically be modified once imposed, “the [C]ourt, upon motion of the Director of the Bureau of Prisons, may reduce the term of imprisonment ... if it finds that ... extraordinary and compelling reasons warrant such a reduction.” 18 U.S.C. § 3582(c)(l)(A)(i). A prisoner’s serious medical condition may amount to an “extraordinary and compelling reason” however, “[w]here the Bureau of Prisons has not moved to reduce the terms of a defendant’s sentence, the Court may not modify a term of imprisonment [on grounds of a medical condition].” United States v. DeFeo, No. 90 Cr. 250, 2008 WL 2557425, at *3 (S.D.N.Y. June 26, 2008) (citations omitted); see also United States v. Olachea-Merida, 242 F.3d 385, 385 (9th Cir.2000) (<HOLDING>); United States v. Smartt, 129 F.3d 539, 541 Options: A. holding that no sentence is imposed in the case of a sis B. holding that the trial court lacked subject matter jurisdiction to modify the sentence originally imposed by imposing an additional term of fifteen years suspended sentence C. holding the court had no jurisdiction to modify a validly imposed sentence on prisoners own motion D. holding untimeliness of motion to modify medical insurance payment did not preclude motion to modify maintenance E. holding that outside of rule 35 there exists no inherent authority for a district court to modify a sentence

assistant: The best answer is C. holding the court had no jurisdiction to modify a validly imposed sentence on prisoners own motion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 59.27(4). Again, in an effort to ascertain the scope of Sheriff Clarke's constitutional authority, our inquiry focuses on the nature of the task involved, as opposed to Sheriff Clarke's general power of appointment or his ability to assign a task. See Kocken, 301 Wis. 2d 266, ¶ 54 n.37 (discussing the inquiry to be made, pursuant to WPPA I); see also id., ¶ 67 ("Adhering to case law, we focus on the nature of the job assigned, that is, providing food, rather than the general power of job assignment."). ¶ 24. DSA casts a wide net in its effort to liken this case to Kocken by contending that "as was the case in Kocken, the real issue is whether Sheriff Clarke has constitutional authority to hire and fire personnel to transport prisoners under § 59.27(4)." See Kocken, 301 Wis. 2d 266, ¶ 4 (<HOLDING>). We are not convinced that this case can Options: A. holding that sheriffs deputies were not employed in the service of marshall county and that the county personnel board therefore had no jurisdiction to review their respective terminations ordered by the sheriff B. holding that under north carolina law a sheriff is an agent of the office of the sheriff and an officialcapacity suit against him is a suit against that office C. holding that in south carolina sheriffs and deputies are state officials D. holding that the constitutional qualifications for the office of sheriff were exclusive and the general assembly had no authority to impose additional qualifications as a prerequisite to holding the office of county sheriff E. holding that the sheriffs hiring and firing of personnel to provide food service to the county jail is not a time immemorial principal and important duty that characterizes and distinguishes the office of sheriff and as such is not within the sheriffs constitutional powers

assistant: The best answer is E. holding that the sheriffs hiring and firing of personnel to provide food service to the county jail is not a time immemorial principal and important duty that characterizes and distinguishes the office of sheriff and as such is not within the sheriffs constitutional powers
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: on the leg are enough to demonstrate the imposition and fraud practiced upon this mentally weak and helpless individual. In addition, the claim agent had Ault to write in this release, 'I understand this release.' This brings forcibly to mind the act of the thief, who, in order to throw off suspicion, hurried down the street, exclaiming ‘Stop, thief!' ”). 7 . 481 So.2d 846, 848 (Miss.1985). 8 . Erie R.R. Co. v. Tompkins, 304 U.S. 64, 58 S.Ct. 817, 82 L.Ed. 1188 (1938). 9 . Compare Matsuura v. Alston & Bird, 166 F.3d 1006, 1008 (9th Cir.1999) (applying Delaware law and concluding that "plaintiffs who have been fraudulently induced to settle tort claims” “may rescind the contract or they may affirm the contract and sue for fraud”), Turkish v. Kasenetz, 27 F.3d 23, 28 (2d Cir.1994) (<HOLDING>), Exotics Hawaii-Kona, Inc. v. E.I. Du Pont De Options: A. holding that a settlement agreement is not a court order and therefore a violation of the settlement agreement would not subject a party to contempt B. holding that under the pre1986 jurisdictional limitation a claim by the state which discovered the fraud investigated the fraud disclosed the fraud to the federal government and which was the original source of the information was jurisdictionally barred C. holding that in the context of a settlement contract the defrauded party may either 1 rescind the settlement or 2 ratify the settlement retain the proceeds and institute an action to recover fraud damages D. holding that a plaintiff cannot avoid the securities fraud exception by pleading mail fraud or wire fraud if the conduct giving rise to those offenses also amounts to securities fraud E. holding that a party may ratify a settlement agreement induced by fraud retain the proceeds and sue to recover fraud damages

assistant: The best answer is E. holding that a party may ratify a settlement agreement induced by fraud retain the proceeds and sue to recover fraud damages