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: significant understatements of liability totaling over $1 million. Accordingly, the court concludes that defendant is subject to penalty under I.R.C. § 6694. IV. CLAIM FOR INJUNCTIVE RELIEF UNDER I.R.C. § 7402 In addition to the injunctions sought under I.R.C. §§ 7407 and 7408, the Government also seeks an injunction pursuant to I.R.C. § 7402. This statute grants the district courts of the United States the authority “to render such judgments and decrees as may be necessary or appropriate for the enforcement of the internal revenue laws.” As set out above, the conduct of defendant has resulted, inter alia, in significant understatements of tax liability and, consequently, is subject to an injunction under I.R.C. § 7402. See United States v. Cohen, 222 F.R.D. 652, 657 (W.D.Wash.2004) (<HOLDING>); United States v. Franchi, 756 F.Supp. 889, Options: A. holding property lien for nonpayment of sales tax was beyond boroughs authority to collect sales tax B. holding that us was entitled to injunction under 7402 for defendants provisions of false and fraudulent tax advice through his website and his sales of forms and documents that result in substantial understatements tax liabilities C. holding that the essential purpose of use tax is the recoupment of lost sales tax revenue D. holding that 1983 is not an exception to the state tax injunction act E. holding that plaintiffs who received fraudulent tax advice and acted in reliance on the advice though only alleging a future risk of being assessed penalties for acting on the advice had alleged an injuiyinfact

assistant: The best answer is B. holding that us was entitled to injunction under 7402 for defendants provisions of false and fraudulent tax advice through his website and his sales of forms and documents that result in substantial understatements tax liabilities
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: With respect to any matter for which indemnification is claimed pursuant to Section 10.2, Buyer Indemnified Party will notify Seller in writing promptly after becoming aware of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 10.3, the Seller Indemnified Party will notify Buyer in writing promptly after becoming aware of such matter. A failure or delay to promptly notify an indemnifying party of a claim will only relieve such indemnifying part of its obligations pursuant to this Article X to the extent, if at all, that such party is prejudiced by reason of such failure or delay.

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 case excerpt and choose the best holding from the options. Case excerpt: and more worthy of protection than are public figures who run the risk of closer public serutiny, but "enjoy significantly greater access to the channels of effective communication." Although Carpenter voluntarily participated in the controversy over the show's cancellation, the limited and discrete nature of her participation did not warrant the degree of exposure she received. Application of defamation standards to the IIED claims of private figures exposes to retaliation any private individual exercising her own free speech rights to complain about media program content. In such cireum-stances, no one could ever safely complain about the media without risking public attack. It would chill listeners' desire to voice their opinions. This result is inconsistent with the value pl 1988) (<HOLDING>); Moffatt v. Brown, 751 P.2d 939, 941 (Alaska Options: A. holding that on a motion for summary judgment the court cannot try issues of fact it can only determine whether there are issues to be tried B. holding failure to preserve issues below results in waiver even of constitutional issues C. holding that newspaper columnist on natural resource and mining issues injected herself into public controversy on those issues D. holding the court need not rule on remaining issues when the disposition of prior issues is dispositive E. holding that appellant did not limit his issues on appeal by gratuitously listing only some of those issues in his notice of appeal

assistant: The best answer is C. holding that newspaper columnist on natural resource and mining issues injected herself into public controversy on those issues
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 Exhibit A of this Agreement, you agree that you will not disclose this Agreement or any of its terms or provisions, directly or by implication, except to members of your immediate family and to your legal and tax advisors, and then only on condition that they agree not to further disclose this Agreement or any of its terms or provision s to others.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: person or organization who qualifies as an insured in all the underlying policies listed in Item 5 of the Declarations," and because Item 5 lists only the Auto Policy, the determination of who is insured under both insurance policies is the same. 7 . While the complaint in the Underlying Lawsuit does not specifically state that the Earth Tech employee was acting as a flagman for the tractor-trailer just prior to the accident, a broad reading of the complaint, counseled by the Rule of Potentiality, coupled with the fact that the parties stipulated that the Earth Tech employee was acting as a flagman, compels this interpretation of the complaint. 8 . Compare Belser v. Rockwood Casualty Ins. Co., 791 A.2d 1216, 1221 (Pa.Super.2002); Colfax v. Johnson, 270 Kan. 7, 11 P.3d 1171, 1177 (2000) (<HOLDING>); Apcon Corp. v. Dana Trucking, 251 Ill.App.3d Options: A. holding that liability insurance policy that expressly excluded coverage for the insureds intentional acts did not cover punitive damages award assessed against the insured and stating in dictum that public policy forbids insurance coverage for punitive damages B. holding that the plaintiffs asserted legal basis for coverage is irrelevant to the determination of whether the insurance policy provides coverage and instead looking to the facts underlying the claim for coverage C. holding that insurers failure to deny existence of insurance coverage under policy at issue was to admit that coverage existed D. holding that new yorks public policy does not bar insurance coverage for disparate impact employment discrimination but noting that the state of new york insurance department has stated that it is against public policy to provide insurance coverage for intentional acts of discrimination E. holding that a lookout is not using a vehicle entitled to liability coverage under an insurance policy

assistant: The best answer is E. holding that a lookout is not using a vehicle entitled to liability coverage under an insurance policy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement is a personal contract calling for the provision of unique services by Mr. Gjerdrum, and Mr. Gjerdrum’s rights and obligations hereunder may not be sold, transferred, assigned, pledged or hypothecated. The rights and obligations of the Company under this Agreement bind and run in favor of the successors and assigns of the Company.

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: Other than as set forth in the 8-K Filing (as defined below), the Company confirms that neither it nor any other Person acting on its behalf has provided the Investor or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in the Exchange Securities.

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 legal provision and list the applicable contract clause categories. Provision: Subject to the terms and conditions of this Award Agreement (including, without limitation, the terms of Section 8 below), the Award shall vest, and restrictions (other than those set forth in Section 8.1 of the Plan) shall lapse, in ______ installments on the ________ anniversaries of the Award Date. The Board reserves the right to accelerate the vesting of the Restricted Stock in such circumstances as it, in its sole discretion, deems appropriate and any such acceleration shall be effective only when set forth in a written instrument executed by an officer of the Corporation.

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 legal provision and list the applicable contract clause categories. Provision: All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 13.2 of the Credit Agreement (whether or not then in effect), as such address may be changed by written notice to the Agent and the Borrower. All communications and notices hereunder to any Pledgor or Grantor shall be given to it in care of the Borrower, with such notice to be given as provided in Section 13.2 of the Credit Agreement (whether or not then in effect).

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: Landlord, its agents and employees shall not be liable to Tenant, its employees, agents, invitees, licensees or visitors, or any other person or entity whomsoever for any injury to person or damage to property caused by: (a) the failure of any service provided by Landlord (including security service and devices (b) any defects in, or failure of, equipment, pipes or wiring, or broken glass" or (c) the backing up, or leaking of, drains, gas, water, steam, electricity or oil, into the Premises. Landlord shall not be liable to Tenant or any other person or entity whomsoever for any loss or damage that may be occasioned by or through the acts or omissions of other tenants of the Shopping Center, or of any other persons or entities whomsoever, excepting only duly authorized employees and agents of Landlord. With respect to latent or patent defects in the Premises, Landlord's liability shall extend only to work performed by Landlord, if any, and shall not extend beyond eighteen months from the Commencement Date, whether or not such defects are discovered within such one-year period. Tenant shall indemnify and hold Landlord harmless from any loss, cost, expense or claims arising out of any injury or damage referred to in this section for which Landlord is stated not to be liable.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Pursuant to Section 16 of the Plan, the Committee shall have the power and the right to deduct or withhold, or require the Grantee to remit to the Company, an amount sufficient to satisfy any applicable tax withholding requirements applicable to this Award. The Committee may condition the issuance of Shares upon the Grantee’s satisfaction of such withholding obligations. The Grantee may elect to satisfy all or part of such withholding requirement by tendering previously-owned Shares or by having the Company withhold Shares having a Fair Market Value equal to the minimum statutory withholding rate that could be imposed on the transaction (or such other rate that will not result in a negative accounting impact) or in such other manner as is acceptable to the Company. Such election shall be irrevocable, made in writing, signed by the Grantee, and shall be subject to any restriction or limitations that the Committee, in its sole discretion, deems appropriate.

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: This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement, and that facsimile or electronic signatures hereto shall have the same effect as original signatures.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: the trial court did not abuse its discretion in the way it handled the Cyco evidence. Given the Iowa Supreme Court’s independent review of the record and its holding that Pfau’s appeal was frivolous, we undoubtedly would usurp our role if we decided the Iowa Supreme Court failed to apply its own law. See Bell v. Cone, — U.S. -125 S.Ct. 847, 853, 160 L.Ed.2d 881 (2005) (admonishing federal courts not to “presume so lightly that a state court failed to apply its own law”). Our observation that the Iowa Supreme Court would not have granted relief even if appellate counsel had cited Nance is strengthened by the PCR court’s persuasive decision that the Iowa Supreme Court applied the teachings of Nance. Because we have no interest in deciding state law, but rather focus on (8th Cir.2003) (<HOLDING>); Collins v. Dormire, 240 F.3d 724, 727-28 (8th Options: A. holding the erroneous admission of an involuntary confession is subject to a harmless error analysis when the defendants guilt is established beyond a reasonable doubt B. holding that apprendi error is harmless if the court finds beyond a reasonable doubt that the result would have been the same absent the error internal quotation marks and citation omitted C. holding that booker constitutional error was harmless beyond a reasonable doubt because on remand the district court would have given defendant the same sentence D. holding defendant did not show prejudice to support ineffective assistance of appellate counsel claim because any evidentiary error was harmless E. holding stricklands prejudice prong was not met because appellate counsels failure to raise an evidentiary issue would not have altered the result of the proceedings because the erroneous admission of evidence would have constituted harmless error beyond a reasonable doubt

assistant: The best answer is E. holding stricklands prejudice prong was not met because appellate counsels failure to raise an evidentiary issue would not have altered the result of the proceedings because the erroneous admission of evidence would have constituted harmless error beyond a reasonable doubt
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 Lenders, the Arrangers and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.

assistant: Fees
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: 839-40 (Tex.1992) (orig. proceeding) (stating that appellate review of trial court’s legal determinations is “much less deferential” than review of factual determinations); see also Downer v. Aquamarine Operators, Inc., 701 S.W.2d 238, 241-42 (Tex.1985). In a family law case, the abuse of discretion standard of review “overlaps with the traditional sufficiency standard of review.” Boyd v. Boyd, 131 S.W.3d 605, 611 (Tex.App.-Fort Worth 2004, no pet.). Legal and factual insufficiency are not “independent reversible grounds of error” but are relevant factors in assessing whether the trial court abused its discretion. Id. A trial court may be reversed for abusing its discretion only when we find that the court acted in an unreasonable or arbitrary manner. See Downer, 701 S.W.2d at 241^2 (<HOLDING>). In other words, an abuse of discretion occurs Options: A. holding that the abuse of discretion standard does not prevent an appellate court from conducting a meaningful analysis B. holding that appellate court may only review issues actually presented to and considered by the trial court C. holding that mere fact that trial court may decide discretionary matter differently from appellate court does not demonstrate abuse of discretion D. recognizing that an appellate court reviews a trial courts decision whether or not to grant equitable relief only for an abuse of discretion E. holding that the trial court did not abuse its discretion by denying the appellants motion for change of judge where the appellant failed to demonstrate actual bias

assistant: The best answer is C. holding that mere fact that trial court may decide discretionary matter differently from appellate court does not demonstrate abuse of discretion
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire understanding and agreement of Seller, Split-Off Subsidiary and Buyer and supersedes prior understandings and agreements, if any, among or between Seller, Split-Off Subsidiary and Buyer with respect to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not, however, operate to supersede or extinguish any confidentiality, non-solicitation, non-disclosure or non-competition obligations owed by Split-Off Subsidiary to Seller under any prior agreement.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Parties shall comply with all applicable laws, rules, regulations and orders of the United States and applicable European countries and European supra-governmental organizations, and all jurisdictions and any agency or court thereof in connection with this Agreement and the transactions contemplated thereby.

assistant: Compliance With 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: Any provisions of this Agreement that are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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: The Executive Officer understands and agrees that the employment relationship creates a relationship of confidence and trust between Executive Officer and Merchants with respect to all Confidential Information. At all times during the Executive Officer’s employment with the Bank and after its termination, the Executive Officer will keep in confidence and trust all such Confidential Information and will not use or disclose any such Confidential Information without the written consent of the Bank’s CEO except as may be necessary during the ordinary course of performing the Executive Officer’s duties with Merchants.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: fact and law for a sentence below the Guidelines range. Among other reasons, Rhodes stressed his extraordinary restitution efforts and ability to repay restitution fully if he were not incarcerated, the aber-rance of his behavior and his emotional disorders, his low risk to reoffend, as indicated by the opinion of the social worker as well as his self-employment, his bond with his daughter and the need to provide her financial support. These factors have all been recognized at one time or another as providing appropriate grounds for a below-Guidelines sentence. United States v. DeMonte, 25 F.3d 343, 346-47 (6th Cir.1994) (defendant’s voluntary restitution payments before an adjudication of guilt may justify downward departure); United States v. Madden, 515 F.3d 601, 611 (6th Cir.2008) (<HOLDING>); United States v. Borho, 485 F.3d 904, 913 Options: A. holding that the district court may consider evidence of a defendants postsentence rehabilitation and that such evidence may support a downward variance from the federal sentencing guidelines B. recognizing the ninth circuits aberrant behavior spectrum C. holding that substantial downward variance was substantively unreasonable D. recognizing that aberrant criminal behavior may justify downward variance E. holding there was no jurisdiction to review district courts discretionary refusal to depart downward on the grounds that defendants conduct constituted a single act of aberrant behavior

assistant: The best answer is D. recognizing that aberrant criminal behavior may justify downward variance
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 and their respective signatories to this Amendment hereby acknowledge, consent and agree (i) to the transactions described in the ICA Amendment; (ii) to the admission of PRES OP or its designee as a member of the Limited Liability Company; (iii) that PRES OP shall not be responsible for any obligation or liability of the Limited Liability Company to the extent the same exists prior to the date PRES OP becomes a member of the Limited Liability Company; and (iv) PRES OP shall have no liability or responsibility with regard to the existing loan in favor of Copia Lending (“Copia Loan”), including under Section 9.9 of the Limited Liability Agreement, unless and until such time as the Company shall have subsequently agreed, in writing, to assume the indebtedness under the Copia Loan as part of an extension/refinancing of such loan. The term PRES OP as used in this paragraph means and refers to PRES OP and PRES-T9 HOLDINGS LLC.

assistant: Consents
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: giving rise to a 4-level enhancement under either version of the Guidelines Manual, U.S.S.G. § 3Bl.l(a). Alternatively, each was charged with the lesser included enhancements for their aggravated roles in the conspiracy giving rise to the 3-point enhancement of § 3B 1.1(b) or the 2-point enhancement under § 3Bl.l(c). 11 . A finding that a defendant willfully attempted to obstruct or impede the administration of justice during the course of the investigation, prosecution or sentencing of the offense of conviction and that the obstructive conduct related to the defendant's offense of conviction or a closely related offense, increases that defendant's offense level by 2 levels under U.S.S.G. § 3C1.1. 12 . See Mayberry v. Pennsylvania, 400 U.S. 455, 464, 91 S.Ct. 499, 27 L.Ed.2d 532 (1971) (<HOLDING>); see also Little v. Kern County Superior Options: A. holding that the judges recusal order effectively deprived that judge of authority to preside over the contempt proceedings B. holding that where criminal contempt charged has in it the element of personal criticism or attack upon the judge and where delay would not be impracticable a different judge should preside over the criminal contempt trial C. holding that an individual charged with criminal contempt is entitled to the full procedural protections afforded the defendant in any other criminal proceeding D. holding corporation and its president in criminal contempt because previous order of civil contempt had not been purged E. holding that an attorney charged with contempt for failing to attend a scheduled hearing could be charged only with indirect not direct contempt because the contempt did not occur in open court and the judge did not have personal knowledge of the reasons for the attorneys nonappearance

assistant: The best answer is B. holding that where criminal contempt charged has in it the element of personal criticism or attack upon the judge and where delay would not be impracticable a different judge should preside over the criminal contempt 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: the Bolivarian Circles would pursue and attack him if he returned to Venezuela after a five year absence. Although Lubo argued that the Bolivarian Circles maintained a list with the names of approximately 3.5 million opponents of Chavez on the Internet, Lubo did not demonstrate that assailants targeted people on the list or that they would have a reason to target him specifically. Also, the fact that Lubo’s father remains politically active in Venezuela and has been physically harmed only once in 2005 during an attack that Lubo could not establish was related to political activity, and the fact that Lubo’s sister lives in Venezuela without incident suggest that Lubo’s fear of future persecution is not reasonable. See Ruiz v. United States Att’y Gen., 440 F.3d 1247, 1259 (11th Cir.2006) (<HOLDING>). B. Withholding of Removal Since we are Options: A. holding that record did not compel finding of asylum on grounds of a future fear of persecution in part because the petitioners child and parents remained in columbia unharmed B. holding that absent past persecution an alien can demonstrate eligibility for asylum based on a wellfounded fear of future persecution by demonstrating that he or she subjectively fears persecution and that this fear is objectively reasonable C. holding that to qualify for asylum the fear of future persecution must be based on reasonably specific information showing a real threat to individual persecution not mere assertions of fear of possible persecution or speculative conclusions quoting mapouya 487 f3d at 412 D. holding that to establish asylum eligibility based on future persecution an applicant must show that he or she subjectively fears persecution and that this fear is objectively reasonable E. holding that ability of applicants family to remain unharmed cuts against finding of wellfounded fear

assistant: The best answer is A. holding that record did not compel finding of asylum on grounds of a future fear of persecution in part because the petitioners child and parents remained in columbia unharmed
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive will be entitled to four weeks of paid vacation per calendar year in accordance with the Company’s vacation and paid time off policy, inclusive of vacation days and sick days and excluding standard paid Company holidays, in the same manner as paid time off days for employees of the Company generally accrue. The Executive and his dependents will be entitled to participate in all medical insurance and other benefit programs in effect from time to time and available to senior executives of Reed’s at levels commensurate with Executive’s position as CEO and a member of the Board. Reed’s will reimburse the Executive for the cost of maintaining any current medical and dental insurance coverage for himself and his dependence from the Effective Date through the date he transitions himself and his dependents to Reed’s medical and dental insurance coverage (but not for periods beyond December 31, 2017 if coverage is then provided to the Executive and his dependents through Reed’s medical and dental insurance benefit programs at levels commensurate with the position of an executive officer). Reed’s will provide Executive with a car allowance initially at $600 per month and subject to increase in the discretion of the Board. Executive shall be entitled to reimbursement for expenses incurred in connection with performance of services to Reed’s, including, without limitation, mobile phone and other communications equipment and travel expenses, in accordance with Reed’s expense reimbursement policies as in effect from time to time. Upon submission of invoice, Reed’s will reimburse the Executive for or pay directly all costs up to $3,500 incurred in connection with the negotiation and preparation of this Agreement.. During the period from the Effective Date through December 31, 2017 (or such earlier date as the Executive may establish a permanent residence in the Los Angeles area), Reed’s shall provide the Executive furnished executive housing for the Executive and his family not to exceed $5,000 per month at a location selected by him in the Los Angeles area and a company car or rental or leased car satisfactory to the Executive (without regard to the $600 per month car allowance above, but without duplication so that the Executive shall not have both the $600 per month car allowance and the company or rental or leased car for overlapping periods). To the extent any benefits provided under this Agreement are includible in the Executive’s taxable income, Reed’s will pay the Executive an additional amount such that he shall be in the same after-tax position as if no such amounts were included in his taxable income. The Executive will be entitled to indemnification and advancement of expenses to the fullest extent permitted by law.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The captions and section headings herein are included solely for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof, or be used in connection with the interpretation of any term or condition hereof or be given any substantive effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company shall, at the direction of Investor, pay directly or reimburse Investor for such reasonable, documented and out-of-pocket travel expenses and other business expenses that arise in connection with or directly relate to Investor’s and its affiliates’ performance of its and its affiliates’ obligations under the Investor Rights Agreement, dated as of February 16, 2016, by and among the Company, Investor and the other parties thereto (the “Investor Rights Agreement”) or otherwise relating to the management and oversight of Investor’s investment in the Company (including any reasonable attorneys’ fees); provided that in no event shall the Company be obligated under this Section 6 to (x) pay or reimburse any expenses (individually or in the aggregate) in an amount above $100,000 per fiscal year or (y) pay or reimburse any expenses (including attorneys’ fees) related to any filings required to be made by Investor or its Affiliates solely in their capacity as stockholders or beneficial owners of the Company. Unless otherwise approved by the Company, travel expenses will be reimbursed only to the extent that such travel is consistent with the Company's policies for members of the Board of Directors in effect from time to time with respect to travel.

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 legal provision and list the applicable contract clause categories. Provision: In the event any provision of this Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of this Plan, and this Plan will be construed and enforced as if the illegal or invalid provision had not been included.

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: The Board or Committee, as applicable, shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. This Agreement shall be construed and enforced in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof and shall be binding upon and inure to the benefit of any successor or assign of the Company and any executor, administrator, trustee, guardian, or other legal representative of you. The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and you with respect to the subject matter hereof, with the exception, if applicable, of (i) any written employment agreement, offer letter or other written agreement entered into between the Company and you that makes an express reference to this Section 9 of this Agreement and specifies the terms that should govern this Award, and (ii) any compensation clawback, recoupment, forfeiture or recovery policy that is adopted by the Company from time to time or is otherwise required by applicable law. Capitalized terms used but not defined herein shall have the meaning assigned under the Plan. This Agreement may be executed in one or more counterparts all of which together shall constitute but one instrument.

assistant: Miscellaneous
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: disputed, require determination much in advance of judgment since they will designate the bearer of ultimate liability in the underlying cases and hence the bearer of the onus and risks of settlement. So viewed, the controversy is then quite proper for a judicial determination now. Id. at 823. The AC & S court went on to state that “[t]he obligation to defend is a current one as to which the parties are in conflict. It is independent of the facts of the underlying causes and must, by definition, be handled at this time.” Id. Equivest is in a position similar to that of the installer in AC & S. As in AC & S, Equivest’s claim for defense is ripe for consideration. Id.; see also Step-Saver Data Systems, Inc., v. Wyse Technology, The Software Link, Inc., 912 F.2d 643, 650 (3d Cir. 1990) (<HOLDING>). The issue of providing a defense arises Options: A. holding that a claim for indemnification was not ripe where it arose under common law and distinguishing this holding from ac s in which the claim arose under contract and was thus ripe B. holding that this court lacked jurisdiction under 46110 for lack of finality and that the district court also lacked jurisdiction because the orders were not final and thus not ripe for review C. holding that plaintiffs lacked standing because the case was not ripe for adjudication D. holding that a plaintiffs takings claim was not ripe for review where the state court never explicitly reached the merits of their claim and no procedural bar existed to prevent review E. holding that a claim for intentional infliction of emotional distress was preempted where it arose out of the same conduct as a preempted contract claim

assistant: The best answer is A. holding that a claim for indemnification was not ripe where it arose under common law and distinguishing this holding from ac s in which the claim arose under contract and was thus ripe
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of the notes and other documents evidencing plaintiff's loans to Chemical NJ and to any other subsidiary. Plaintiff could not locate, and therefore failed to produce, any of these documents other than its certificate of incorporation. Plaintiff's efforts to obtain from the Comptroller loan documents relating to the Chemical NJ loan were unsuccessful. Although I have some doubt as to the existence of the loan documents, for purposes of this opinion I will assume that proper documentation existed. 3 An amendment to N.J.S.A. 54:10B-2, L. 1975, c. 171, § 1, excluded financial business corporations from the definition, included financial business corporations in the CBT Act, and inserted a definition of financial bus ter-Mainland, 314 N.J.Super. 468, 481-82, 715 A.2d 348 (App.Div. 1998) Options: A. holding a party is bound by a concession in his brief B. holding that promises made by the prosecution to a witness in exchange for that witness testimony relate directly to the credibility of the witness C. holding that agency is bound by its regulations D. holding that it is not E. holding that a party is not bound by the testimony of a witness it calls

assistant: The best answer is E. holding that a party is not bound by the testimony of a witness it calls
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 Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may elect to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board, a Participant may satisfy the tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however , except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income), except that, to the extent that the Company is able to retain shares of Common Stock having a Fair Market Value that exceeds the statutory minimum applicable withholding tax without financial accounting implications or the Company is withholding in a jurisdiction that does not have a statutory minimum withholding tax, the Company may retain such number of shares of Common Stock (up to the number of shares having a Fair Market Value equal to the maximum individual statutory rate of tax) as the Company shall determine in its sole discretion to satisfy the tax liability associated with any Award. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Basch v. Ground Round, Inc., 139 F.3d 6, 11 (1st Cir.1998) (“Plaintiffs may not stack one class action on top of another and continue to toll the statute of limitations indefinitely.”), cert. denied, — U.S. -, 119 S.Ct. 165, 142 L.Ed.2d 135 (1998); Griffin v. Singletary, 17 F.3d 356, 359 (11th Cir.1994) (“Plaintiffs may not piggyback one class action onto another and thus toll the statute of limitations indefinitely.”); Andrews v. Orr, 851 F.2d 146, 149 (6th Cir.1988) (“The courts of appeals that have dealt with the issue appear to be in unanimous agreement that the pendency of a previously filed class action does not toll the limitations period for additional class actions by putative members of the original asserted class.”); Robbin v. Fluor Corp., 835 F.2d 213, 214 (9th Cir.1987) (<HOLDING>); Korwek v. Hunt, 827 F.2d 874, 879 (2d Options: A. holding that a class action tolls the statute of limitations only for subsequent individual actions not for subsequent class actions B. recognizing that american pipe established that commencement of a class action tolls the applicable statute of limitations as to all members of the class C. holding class action to be superior adjudication method where individual class members had no interest in controlling prosecution of individual actions D. holding that tolling applies to a subsequent class action when class certification was granted in a prior case E. holding that no subsequent class actions may benefit from tolling when class certification has been denied

assistant: The best answer is A. holding that a class action tolls the statute of limitations only for subsequent individual actions not for subsequent class actions
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: summary judgment on their 42 U.S.C. § 1983 claim against the City of Lake Ozark, Missouri, Wally Schrock, Robert Ashford, and Michael Luby. Having reviewed the record de 'aovo and considered the arguments raised by the appellants, we conclude that the district court’s order contains no error of fact or law and thus should be affirmed. Singleton and Olsen also appeal from the dismissal without prejudice of Rudy Rodriguez, whom they failed to serve within 120 days after filing the complaint. The district court put Singleton and Olsen on notice that the complaint was subject to dismissal and properly exercised its discretion when it sua sponte dismissed the complaint without prejudice under Federal Rule of Civil Procedure 4(m). See Norsyn, Inc. v. Desai, 351 F.3d 825, 830-31 (8th Cir.2003)(<HOLDING>). Finally, we note that “[district courts have Options: A. holding that the district court did not abuse its discretion when it dismissed the case without prejudice because the plaintiff failed to properly serve the defendant within 120 days after filing the complaint B. holding that the district court did not abuse its discretion in dismissing a complaint with prejudice based on the plaintiffs failure to amend the complaint by the deadline imposed by the court C. holding that district court did not abuse its discretion in denying a motion to strike when movant failed to show prejudice D. holding that because the plaintiff had not perfected service within 120 days of filing the complaint the complaint was subject to mandatory dismissal E. holding that the statutory requirement that a defendant serve any apportionment complaint within 120 days of the return date of the original complaint is mandatory and implicates a courts personal jurisdiction

assistant: The best answer is A. holding that the district court did not abuse its discretion when it dismissed the case without prejudice because the plaintiff failed to properly serve the defendant within 120 days after filing the complaint
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of Buyer and Seller; provided , however , that Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its affiliates and (ii) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which cases Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder).

assistant: Assignments