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: The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the number of shares of Common Stock or a cash amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The terms of this Agreement may not be changed, modified, waived, discharged or terminated orally, but only by an instrument or instruments in writing, signed by the party against whom the enforcement of the change, modification, waiver, discharge or termination is asserted. Lender’s consent to the Requested Actions shall not be deemed to constitute Lender’s consent to any provisions of the organizational documents that would be in violation of the terms and conditions of any of the Loan Documents.

assistant: Modifications
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 be entitled to withhold, or cause to be withheld, from payment any amount payable under this Employment Agreement of any payroll and withholding taxes required by law, as determined by the Company in good faith.

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 legal provision and list the applicable contract clause categories. Provision: All notices and demands under this Note will be in writing sent by United States mail, registered or certified postage prepaid, or by a reputable ovemight courier service (such as Federal Express), with such notice addressed to the recipient at the recipient's address set forth above. Such notices will be effective three days after deposit in the United States mail as provided above or upon delivery by reputable overnight courier service as indicated in the records of such service.

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: If at any time after the date hereof, any provision of this Agreement is held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision has no force or effect, but the illegality or unenforceability of such provision has no effect on the legality or enforceability of any other provision of this Agreement.

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 case excerpt and choose the best holding from the options. Case excerpt: the Supreme Court commented that in making a sentencing determination, “a judge may appropriately conduct an inquiry broad in scope, largely unlimited either as to the kind of information he may consider, or the source from which it may come.” Id. at 446, 92 S.Ct. 589. It is clear, therefore, that a sentencing court has very broad discretion in the types and sources of information it may receive in developing an appropriate sentence for a criminal defendant. Fried may not have had a right to present both his statement and Anderson’s statement at the sentencing hearing. Nevertheless, it was well within the district court’s broad discretion to hear from both Fried and Anderson on an appropriate sentence. Cf. United States v. Leach, 206 Fed.Appx. 432, 435 (6th Cir.2006) (unpublished) (<HOLDING>) (internal quotation marks omitted). Rhodes Options: A. holding that district court properly allowed testimony by defendants exwife at sentencing whether or not she was accurately consid ered a victim under 3771 because that law did not alter a district courts traditionally broad discretion to consider a wide variety of factors at sentencing B. holding the confrontation clause of the united states constitution does not apply at sentencing under the us sentencing guidelines manual and the procedural protections afforded a convicted defendant at sentencing are traditionally less stringent than the protections afforded a presumptively innocent defendant at trial C. holding that sentence is reasonable when the district court properly addresses sentencing factors of 3553a D. recognizing that sentencing facts are based on the evidence and testimony presented at sentencing under a preponderance of the evidence standard E. holding that district courts discretion is extremely broad

assistant: The best answer is A. holding that district court properly allowed testimony by defendants exwife at sentencing whether or not she was accurately consid ered a victim under 3771 because that law did not alter a district courts traditionally broad discretion to consider a wide variety of factors at sentencing
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 one or more counterparts (including by facsimile or electronic transmission in .pdf, .tiff or any similar format), all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

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: The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’s knowledge, since September 30, 2013, neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary, to the Company’s knowledge, will be unable to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not reasonably be expected to have a Material Adverse Effect.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Except as set forth in Schedule 3.13 , no action, suit, claim, demand, hearing, investigation or other proceeding is pending against the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any officer, director, manager, member, shareholder or employee of any such Person, and none of the Company or any of its Subsidiaries, or, to the Knowledge of the Company, any officer, director, manager, member, shareholder or employee of any such Person, is subject to any outstanding injunction, judgment, order, decree, ruling or charge or, to the Knowledge of the Company, is threatened with being made a party to any action, suit, proceeding, hearing or investigation of, in, or before any Governmental Authority or before any arbitrator, all cases, that are required to be described in the SEC Reports but are not described as required in the SEC Reports, or that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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 legal provision and list the applicable contract clause categories. Provision: To the extent permitted by applicable law, the Company expressly reserves the right to terminate the Plan at any time. Pursuant to the foregoing and the provisions of Sections 9.1 and 9.2, the Plan was irrevocably terminated with respect to all GSCS Participants upon the GSCS Closing Date and no GSCS Participant shall accrue any benefits under the Plan for any purpose after the GSCS Closing Date. Pursuant to termination of the Plan with respect to GSCS Participants pursuant to this Section 9.3, the balance in each GSCS Participant’s account under the Plan was distributed to the GSCS Participant in a single lump-sum payment as soon as practicable after the GSCS Closing Date, but in no event later than December 31 next following the GSCS Closing Date. For purposes of the preceding sentence, the balance in each GSCS Participant’s account was determined as of the Valuation Date occurring coincident with or next preceding the date of distribution.

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: If any provision of the Plan will for any reason be held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision hereof, and the Plan will be construed as if such invalid or unenforceable pro vision were omitted.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: stay positive -- do n't spread hate messages , and do n't post content that is threatening , hurtful , harassing , embarrassing , or annoying to other members of the community .

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 case excerpt and choose the best holding from the options. Case excerpt: misrepresentation); Church of Scientology Int’l v. Time Warner, Inc., No. 92 CIV. 3024, 1998 WL 575194, at *3 (S.D.N.Y Sept. 9, 1998) (denying leave to add a li 2d 873, 438 N.Y.S.2d 960, 963-64 (citing Rosenwasser v. Amusement Enters., 88 Misc. 57, 150 N.Y.S. 561 (1917) for the rule that “fraud or illegality in inducing a tenant to make a lease is not a defense in an action for rent so long as the tenant remains in possession of the leased property” and finding that rule “controlling”). In contrast, the defrauded party who continues performance after discovering the fraud is not barred from seeking damages. See Towers Realty Corp. v. Fox, 278 A.D. 74, 103 N.Y.S.2d 437, 438 (N.Y.App.Div.1951); accord Bazzano v. L’Oreal, No. 93 Civ. 7121, 1996 WL 254873, at *3 (S.D.N.Y. May 14, 1996) (<HOLDING>). Where the right to have the contract voided Options: A. holding that where an express contract was in place between plaintiff and defendant that governed the compensation sought by plaintiff plaintiff may not recover under a theory of unjust enrichment B. holding that the plaintiff may proceed under a claim for breach of contract and unjust enrichment because the defendant admitted the existence of a contract solely for the purposes of summary judgment C. recognizing that the elements of a claim for breach of contract are 1 existence of a valid contract and 2 breach of the terms of that contract D. holding that prevailing party to contract dispute may recover attorneys fees either pursuant to contract or pursuant to statute E. holding that defrauded party may either choose to void the contract and recover paid consideration on an unjust enrichment theory or affirm the contract and pursue a breach of contract remedy

assistant: The best answer is E. holding that defrauded party may either choose to void the contract and recover paid consideration on an unjust enrichment theory or affirm the contract and pursue a breach of contract remedy
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: rule does not dispose of the case sub judien, however, because Sherwood originally made a motion for judgment at the close of its own evidence, not at the close of its opponent’s evidence. The rationale for holding that merely "renewing” a motion for judgment does not preserve the issue for appeal is that the original motion for judgment is withdrawn once the party making the motion presents evidence. Smith v. Carr, 189 Md. 338, 56 A.2d 151 (1947); Md. Rule 2-519(c). Because Sherwood had already presented its evidence when it initially moved for judgment, and because it is evident that the reasons for the motion were clear to the trial judge, the issue is preserved. Hartford does not contend otherwise. See Laubach v. Franklin Square Hospital, 79 Md. App. 203, 216, 556 A.2d 682 (1989) (<HOLDING>) (citing Sergeant Co. v. Pickett, 283 Md. 284, Options: A. holding that arguments not presented to the district court in response to a motion for summary judgment are waived B. holding plaintiffs reference to and attachment of franchise agreement excerpts in opposition to defendants motion did not convert motion to dismiss to motion for summary judgment because plaintiff did not introduce support for arguments beyond the allegations in the complaint C. holding that a motion to reconsider is not a second opportunity for the losing party to make its strongest case to rehash arguments or to dress up arguments that previously failed D. holding that information contained in affidavits and depositions submitted as attachments to a memorandum were properly before the trial court and appellate court for purposes of a motion for summary judgment E. holding that reference to memorandum previously submitted to court laying out with particularity arguments in support of motion preserves issue

assistant: The best answer is E. holding that reference to memorandum previously submitted to court laying out with particularity arguments in support of motion preserves issue
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: was, under the totality of the circumstances, insufficient to taint McLeod’s confession as involuntary. There fore, we hold that the State carried its burden of proving that McLeod’s confession was voluntary. We reverse the judgment of the Court of Criminal Appeals and remand the case for an order or proceedings consistent with this opinion. REVERSED AND REMANDED. HOOPER, C.J., and MADDOX and HOUSTON, JJ., concur. ALMON, SHORES, KENNEDY, and BUTTS, JJ., concur in the result. 1 . Miranda v. Arizona, 384 U.S. 436, 86 S.Ct. 1602, 16 L.Ed.2d 694 (1966). 2 . There was evidence to indicate that McKissick and his girlfriend had visited McLeod's wife at McLeod’s residence; that McLeod returned home and became angry when he saw McKissick sitting at the kitchen table; that McLeod ir.1988) (<HOLDING>); United States v. Baldacchino, 762 F.2d 170, Options: A. holding that an officers promise to bring defendants cooperation to the attention of the prosecutor did not make confession involuntary B. holding that agents promise to inform prosecutor of defendants cooperation does not render a subsequent confession involuntary C. holding that confession was voluntary although agents had promised to inform prosecutor of defendants cooperation D. holding that federal agents indication to defendant that his cooperation would be reported to the united states attorney did not make defendants confession involuntary E. holding that cooperation was insufficient where the defendants cooperation was based on his confession to the charged crimes

assistant: The best answer is B. holding that agents promise to inform prosecutor of defendants cooperation does not render a subsequent confession involuntary
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: Unless and until the ABL Obligations have been Discharged, as between the ABL Facility Agent, on the one hand, and the applicable Non-ABL Collateral Agents and Non-ABL Representatives, on the other hand, only the ABL Facility Agent will have the right (subject to the rights of the Grantors under the ABL Facility Documents and the Non-ABL Documents) to adjust or settle any insurance policy or claim covering or constituting ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the ABL Priority Collateral. Unless and until the Non-ABL Obligations have been Discharged, as between the ABL Facility Agent, on the one hand, and the applicable Non-ABL Collateral Agents and Non-ABL Representatives, on the other hand, only the Intercreditor Agent will have the right (subject to the rights of the Grantors under the ABL Facility Documents and the Non-ABL Documents) to adjust or settle any insurance policy or claim covering or constituting Non-ABL Priority Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding solely affecting the Non-ABL Priority Collateral. To the extent that an insured loss covers or constitutes both ABL Priority Collateral and Non-ABL Priority Collateral, then the ABL Facility Agent and the Intercreditor Agent will work jointly and in good faith to collect, adjust or settle (subject to the rights of the Grantors under the ABL Facility Documents and the Non-ABL Documents) under the relevant insurance policy. If any Second-Priority Collateral Agent or any Second-Priority Secured Party shall, at any time, receive any proceeds of any such insurance policy or any such award in contravention of this Agreement, it shall pay such proceeds over to the First-Priority Agent in accordance with the terms of Section 2.04(b).

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes all previous commitments, agreements, and understanding between the parties with respect to such matters. There are no oral understandings, terms, or conditions, and no party has relied upon any representation, express or implied, not contained in this 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: In the event that a Third Party at any time provides written notice of a claim to, or brings an action, suit or proceeding against, any Party, or any of their respective Affiliates or Sublicensees, claiming infringement of such Third Party’s patent rights or unauthorized use or misappropriation of its know-how based upon an assertion or claim arising out of the Development, Manufacture or Commercialization of a Licensed Product in the Territory (“ Infringement Claim ”), such Party shall promptly notify the other Party of the Infringement Claim or the commencement of such action, suit or proceeding, enclosing a copy of the Infringement Claim and all papers served. Each Party agrees to make available to the other Party its advice and counsel regarding the technical merits of any such claim at no cost to the other Party and to offer reasonable assistance to the other Party at no cost to the other Party.

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: Indiana resident.”). Moreover, Chami’s allegedly defamatory statements on the Website create sufficient minimum contacts. The parties disagree about the relevant standard. Chami focuses on case law regarding commercial internet sites and their relative interactivity. See, e.g., Jennings v. AC Hydraulic A/S, 383 F.3d 546, 550-51 (7th Cir.2004). However, this case does not deal with injury resulting from the purchase of products or services through a website. See id. Rather, Noble Roman’s asserts Chami committed an intentional tort against it and that Chami’s behavior created minimum contacts with Indiana because the effects of Chami’s intentional tort were felt in Indiana. Thus, this case is more in line with Calder v. Jones, 465 U.S. 783, 788-89, 104 S.Ct. 1482, 79 L.Ed.2d 804 (1984) (<HOLDING>). The fact that Chami used a different medium Options: A. holding that court did not have personal jurisdiction over nonresident defendant because plaintiff failed to show that defendant was assignee of assignor over whom court had personal jurisdiction B. holding californias courts had personal jurisdiction over nonresident defendants from florida because california was the focal point of both the libelous newspaper article written by defendants and the harm suffered by the plaintiff C. holding that personal jurisdiction in california was appropriate over nonresident journalist where harmful effects of allegedly defamatory article would be exclusively felt in california and california was the state of newspapers greatest circulation D. holding that nonresident defendants failure to make payments in florida coupled with forum selection clause sufficient for court to exercise personal jurisdiction over nonresident defendant E. holding no personal jurisdiction over nonresident guarantor

assistant: The best answer is B. holding californias courts had personal jurisdiction over nonresident defendants from florida because california was the focal point of both the libelous newspaper article written by defendants and the harm suffered by the plaintiff
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 Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it, the Parent, the Borrower or any of the Restricted Subsidiaries is subject, and all other matters known to it, that, in each case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other written information furnished by or on behalf of the Parent, the Borrower or any of the Restricted Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished, collectively, the “ Information ”) contained, as of the date delivered, any material misstatement of fact or omitted to state, as of the date delivered, any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and, as of the Effective Date, the Information does not contain any misstatement of fact or omit to state any fact that would make the Information, taken as a whole and viewed in the light of the circumstances under which the Information was prepared, misleading in any material respect; provided that, with respect to Information consisting of projected financial information or other forward-looking information, the Borrower represents only that such Information was prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time.

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: The Company or one of its Subsidiaries may require the Employee to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding or other similar charges or fees that may arise in connection with the grant, vesting, exercise, settlement or purchase of the Options to the extent that such withholding requirement is not satisfied by other means; provided, that if Exercise Shares are retained to satisfy such obligation, the number of Exercise Shares retained shall be effected at a rate determined by the Company that is permitted under applicable IRS withholding rules and that does not to cause adverse accounting consequences.

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: presented in the course of the one-day bench trial held on September 7, 2005, viewed in the light most favorable to the government, as required on a motion for a judgment of acquittal. See Burks v. United States, 437 U.S. 1, 98 S.Ct. 2141, 57 L.Ed.2d 1 (1978); United States v. Sawyer, 294 F.2d 24, 31 (4th Cir.), cert. denied, 368 U.S. 916, 82 S.Ct. 196, 7 L.Ed.2d 132 (1961). 2 . A “lookout” generally alerts the passport control primary officer to be aware that a particul 8 U.S.C, § 1326 — imposes criminal liability in three distinct situations, namely where a deported alien either (i) enters the United States, (ii) attempts to enter the United States, or (iii) is found in the United States. See 8 U.S.C. § 1326(a); United States v. Rosales-Garay, 283 F.3d 1200, 1202 (10th Cir.2002) (<HOLDING>); United States v. Corrales-Beltran, 192 F.3d Options: A. holding that district courts acceptance of a defendants guilty plea to bringing an unlawful alien into the united states under 8 usc 1324alai was plain error in part because the defendant did not accompany or arrange to have a person accompany the alien across the border and we have found no case where a defendant has been convicted under clause i of this statute for bringing an alien into the united states except where the defendant accompanied or arranged to have the alien accompanied as in a smuggling operation across the border B. recognizing burden is on alien when alien is removable C. recognizing that the plain language of 1326a establishes that a previously deported alien who illegally enters and remains in the united states can violate the statute at three different points in time namely when the alien 1 enters 2 attempts to enter or 3 is at any time found in the united states D. holding that punishment of any alien crewman who willfully remains in the united states in excess of the number of days allowed is a continuing offense E. holding that the phrase resident alien means an alien lawfully residing in the united states

assistant: The best answer is C. recognizing that the plain language of 1326a establishes that a previously deported alien who illegally enters and remains in the united states can violate the statute at three different points in time namely when the alien 1 enters 2 attempts to enter or 3 is at any time found in the united states
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: There is no provision in the contract that sales of policies and annuities occurring before the contract became effective or after its termination are covered by the terms of the contract. Importantly, FMS does not specifically relate the extrinsic evidence upon which it relies to the interpretation of any contractual terms relevant to the issue before us, namely, whether any restrictions on competition extend beyond termination of the 1990 contract. FMS simply alleges that the evidence creates a genuine issue as to whether the 1990 agreement not to compete continues after termination of the contract. We conclude FMS’s reliance on extrinsic evidence is in reality an inappropriate attempt to vary the terms of the agreement. See Bankers Trust Co. v. Woltz, 326 N.W.2d 274, 276 (Iowa 1982) (<HOLDING>). We think the district court did not err in Options: A. holding that court may not use extrinsic evidence unless contract language is ambiguous B. holding that a court may consider extrinsic evidence to determine whether a contract is ambiguous C. holding that extrinsic evidence of the parties course of conduct may be considered where the contract language is ambiguous D. holding that extrinsic evidence is permissible to interpret an ambiguous contract E. holding extrinsic evidence may be used only to interpret not alter a written contract

assistant: The best answer is E. holding extrinsic evidence may be used only to interpret not alter a written contract
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: During the Period of Employment, the Executive shall serve as Executive Vice Chairman of the Board of Directors of the Company and as Executive Vice Chairman of NewCo (the “ Position ”). The Executive shall perform all duties and accept all responsibilities incident to the Position as may be reasonably assigned to him by the Board of Directors of the Company (the “ Board ”), including performing services for NewCo as may be reasonably assigned to him by the Board. The Executive agrees to use his best efforts to carry out his duties and responsibilities hereunder and, consistent with the other provisions of this Agreement, to devote such business time, attention, and energy thereto as is reasonably necessary to carry out those duties and responsibilities. It is recognized that the Executive in the past has invested and participated, and it is agreed that the Executive in the future may invest and participate, in business and non-business endeavors separate and apart from the Company and NewCo, in his discretion, provided that such endeavors do not prevent the Executive from materially performing his duties under this Agreement. Notwithstanding the foregoing, the Executive is expressly permitted to perform services (the “ Management Services ”) for or on behalf of ATLS, Titan Energy Management, LLC and their respective affiliates (“ Management ”) and to the extent the Executive performs such services during the term of this Agreement, the allocation of the responsibility for the Executive’s compensation shall be governed by the provisions of Section 3.2 of the Omnibus Agreement (the “ Omnibus Agreement ”), dated as of September 1, 2016, by and among Titan Energy Management, LLC, Atlas Energy Resource Services, Inc., the Company and NewCo.

assistant: Duties
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 accepting this award of LTIP Shares, Participant expressly warrants that he or she has received a right to acquire stock under the Stock Plan, and has received, read and understood a description of the Stock Plan. Participant understands that the Stock Plan is discretionary in nature and may be modified, suspended or terminated by the Company at any time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: because the trial court’s order granting Siderca’s special exception does not expressly state that it affects Continental’s right to join additional parties as defendants. Continental argues that the court could not disregard those additional defendants that had been joined by amendments in accordance with Rule 68 and, in some cases, had answered. For the reasons stated above, we find that the trial court did not abuse its discretion in striking Continental’s amended pleadings. Having struck the pleadings that purported to join additional defendants, the answers or other pleadings filed by such “defendants" were not entitled to consideration by the trial court. See Daca, Inc. v. Commonwealth Land Title Ins. Co., 822 S.W.2d 360, 368 (Tex.App.-Houston [1st Dist.] 1992, writ denied) (<HOLDING>). We overrule point of error six. C. Res Options: A. holding that a party does not waive arbitration simply by failing to invoke it in the complaint or answer B. holding that the new defendant an alleged coperpetrator of the harms litigated in the first lawsuit could invoke the doctrine of res judicata because it had a sufficiently close relationship to the original defendant C. holding that a voluntary change in behavior occurring after the filing of the lawsuit does not confer prevailingparty status on the plaintiffs D. holding that a default judgment could not be rendered without satisfying the procedural requirements of rule 55b2 fedrcivp after the defendant had made an appearance in the lawsuit by filing an answer in state court in a case that had been removed to federal court E. holding that filing an answer does not invoke the status as a defendant in plaintiffs lawsuit

assistant: The best answer is E. holding that filing an answer does not invoke the status as a defendant in plaintiffs lawsuit
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: Executive will receive an annual base salary of $250,000 per year, effective as of the January 1, 2017, less applicable payroll withholdings and payable in accordance with CDTI’s normal payroll practices. This salary shall be subject to annual review by CDTI in accordance with its general policies as in effect from time to time.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: of law provision in a security agreement or contract is generally enforced. In re Mastercraft Metals, Inc., 114 B.R. 183 (Bkrtcy.W.D.Mo.1990); Consolidated Financial Investments, Inc. v. Manion, 948 S.W.2d 222, 224 (Mo.App. E.D.1997); Tri-County Retreading, Inc. v. Bandag Inc., 851 S.W.2d 780, 784 (Mo.App. E.D.1993). Therefore, we will employ Missouri law in determining whether JODA’s hen was perfected. Skytech’s Lien With the choice of law question decided, we turn to the dispositive question of priority. In order to determine which lien had priority, we must first determine whether each hen was properly perfected. As discussed above, Skytech’s hen must be evaluated according to Texas law. Section 70.301 of the Texas Property Code grants an Aircraft Repair and Maintenance Lien (<HOLDING>). It is uncontested that Skytech relinquished Options: A. holding that a somewhat different indiana state statute imputes liability to absent owner of an aircraft B. holding that where both vessels had the same owner it was not an abuse of discretion to give 75 of the salvage award to the owner C. holding that a plea of title was not interposed where the person in possession answered that the party suing for possession was not the established owner of the premises D. holding that 49 usc 44112 did not preempt state law imposing vicarious liability on an owner of an aircraft E. holding that once possession of an aircraft was delivered to the owner a repairman had no right to repossess the plane

assistant: The best answer is E. holding that once possession of an aircraft was delivered to the owner a repairman had no right to repossess the plane
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: occurring before July 1, 2012, shall be governed by the statute in effect at the time of such offense).]” See Ga. L. 2012, pp. 899, 949, §§ 3-1, 9-1 (a). 2 In 2011, when Appellant committed the burglary at issue, the maximum sentence for a burglary conviction was 20 years. See former OCGA § 16-7-1 (a), (b). 3 See Davis v. State, 274 Ga. 865 (561 SE2d 119) (2002). 4 “The denial of a motion 177) (2010) (notingthat when, inter alia, the defendant could not show from the record that he would not have pleaded guilty if he had been properly advised about the effect of his plea on his immigration status, he was required to expand the record by filing a petition for habeas corpus). 8 Burns, 291 Ga. at 548 (1) (c) (citations omitted); Brown v. State, 290 Ga. 321, 322 (5) (720 SE2d 617) (2012) Options: A. holding that if defendant could establish ineffective assistance of counsel in failure to file petition for review in his direct appeal then appropriate remedy would be to allow filing of petition for review out of time B. holding that claims of ineffective assistance of counsel could not be resolved on the facts appearing in the record and that under such circumstances the defendants remedy is to file a petition for habeas corpus C. holding on appeal from a habeas corpus denial that counsel was not ineffective for failure to file a notice of appeal because of defendants escape D. holding that a claim of ineffective assistance of counsel could not be resolved by the facts in the record and must be pursued in an action for habeas corpus E. recognizing that there is a preference for habeas corpus proceedings over remand when the record on appeal does not establish a prima facie case of ineffective assistance of counsel

assistant: The best answer is B. holding that claims of ineffective assistance of counsel could not be resolved on the facts appearing in the record and that under such circumstances the defendants remedy is to file a petition for habeas corpus
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, together with the exhibits hereto and the related written agreements specifically referred to herein, represents the only agreement among the parties concerning the subject matter hereof and supersedes all prior agreements whether written or oral, relating thereto.

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 execution, delivery and performance by the Company of this Agreement and each of the other Transaction Documents and the consummation by it to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, (ii) 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 the 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 agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Filings and Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or 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: There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other agency now pending or, to Loan Party’s knowledge, threatened against or affecting Borrower, Guarantor, any Loan Party or any Individual Property, which actions, suits or proceedings, if determined against Borrower, Loan Party, Guarantor or any Individual Property, would reasonably be expected to have a Material Adverse Effect.

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 case excerpt and choose the best holding from the options. Case excerpt: this State by or on behalf of the defendant[.] These subsections are commonly referred to as jurisdiction based on a “local act” or based on a “local injury.” It is not sufficient for Mr. Stann to demonstrate that at least one of his causes of action falls within the long-arm statute. N.C. Gen. Stat. § 1-75.5 requires that there be a separate basis for jurisdiction for each cause of action: In any action brought in reliance upon jurisdictional grounds stated in subdivisions (2) to (10) of G.S. 1-75.4 there cannot be joined in the same action any other claim or cause against the defendant unless grounds exist under G.S. 1-75.4 for personal jurisdiction over the defendant as to the claim or cause to be joined. See also Godwin v. Walls, 118 N.C. App. 341, 352, 455 S.E.2d 473, 482 (1995) (<HOLDING>). I first consider N.C. Gen. Stat. § 1-75.4(4) Options: A. holding that intentional infliction of emotional distress is a personal injury tort B. holding that although plaintiffs met their burden of establishing personal jurisdiction over their claims for negligent infliction of emotional distress under nc gen stat 17544 the longarm statute did not confer personal jurisdiction over plaintiffs claims for wrongful death and property damage C. holding that plaintiffs negligence and negligent infliction of emotional distress claims are not independent of the breach of contract claim and summary judgment is warranted on these claims D. holding that the plaintiffs negligent misrepresentation and negligent infliction of emotional distress claims are governed by opla E. recognizing torts of intentional and negligent infliction of emotional distress

assistant: The best answer is B. holding that although plaintiffs met their burden of establishing personal jurisdiction over their claims for negligent infliction of emotional distress under nc gen stat 17544 the longarm statute did not confer personal jurisdiction over plaintiffs claims for wrongful death and property damage
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each of the Company and its Subsidiaries has filed or caused to be filed all tax returns which are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any taxes, fees or charges the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of the Company or its Subsidiaries, as the case may be) except where the failure to file such returns or pay such taxes and/or assessments would not reasonably be expected to have a Material Adverse Effect. Under the laws of its Relevant Jurisdiction it is not necessary that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Loan Documents or the transactions contemplated by the Loan Documents, subject to any qualifications contained in any legal opinion issued in relation to any of the Loan Documents, and except to the extent such stamp, registration, notarial or similar Taxes or fees are necessary, the Company has paid or caused such amounts to be paid when due (or paid or caused such amounts (together with any interest and penalties) to be paid promptly after a Responsible Officer obtains knowledge of the same if such amounts were not paid when due).

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: The execution, delivery and performance by each of the Borrower and each Subsidiary of this Agreement and the other Transaction Documents to which such Person is a party, do not and will not (i) contravene, result in any breach of, or constitute a default under, or result in the creation of any Lien in respect of any property of such Person under, any indenture, mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate charter or limited partnership or limited liability company agreement, or any other agreement or instrument to which such Person is bound or by which such Person or any of its properties may be bound or affected, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment, decree, or ruling of any court, arbitrator or Governmental Authority applicable to such Person or (iii) violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Person, which in the case of any of the foregoing clauses (i) through (iii), individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

assistant: Compliance With Laws