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

user: Read the legal provision and list the applicable contract clause categories. Provision: Any Lender may at any time, without the consent of, or notice to, Borrower or Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in L/C Obligations and/or Swingline Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) Borrower, Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 11.04(c) without regard to the existence of any participations.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: Effective as of the Restatement Effective Date (as defined below), the Existing Term Loan Agreement is amended and restated in its entirety in the form of the Amended and Restated Term Loan Agreement set forth on Exhibit A hereto (the Existing Term Loan Agreement, as so amended and restated, being referred to as the “ Restated Term Loan Agreement ”).

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: had been sentenced as a career offender, his sentencing range had not been lowered by these amendments. The resolution of a § 3582(c)(2) motion is reviewed for an abuse of discretion and findings of fact are reviewed for clear error. United States v. Evans, 587 F.3d 667, 672 (5th Cir.2009). We have held that “[t]he crack cocaine guideline amendments do not apply to prisoners sentenced as career offenders.” United States v. Anderson, 591 F.3d 789, 791 (5th Cir.2009). Robinson acknowledges that the PSR calculated a sentencing range based on the career offender guideline, but he argues that the district court found that the career offender guideline overrepresented his criminal history, it granted a departure under U.S.S.G. § 4A1.3(b)(l), and it selected x. 365, 365-66 (5th Cir.2011) (<HOLDING>). Because Robinson was sentenced as a career Options: A. holding that a district court is entitled to disagree with the career offender guideline B. holding that the career offender guideline could not directly apply when there was an unsentenced conviction but allowing the district court on remand to consider departing from the guidelines in order to sentence a defendant whose conduct delayed his convictions as if the career offender provision applied C. holding that reduced career offender status was nonetheless based the career offender guidelines D. holding that the defendants sentence was based on the career offender guidelines despite the fact that the district court calculated an offense level pursuant to the crack guidelines E. holding that a defendant whose sentence is based on his status as a career offender under 4b11 is not entitled to 3582c2 relief because amendments 706 and 713 do not lower the applicable guideline range for a career offender

assistant: The best answer is C. holding that reduced career offender status was nonetheless based the career offender guidelines
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: § 404.1527(d), he does not have to do so where there is "reliable medical evidence from a treating or examining physician controverting the claimant’s treating specialist." Newton, 209 F.3d at 453 (emphasis added). In rejecting some of Haji's opinions, the ALJ relied on the opinions of two examining doctors, Wong and Dr. Gupta, in addition to relying on the medical expert, Felkins. Moreover, although the ALJ did not seek clarification from a treating physician when he rejected some of Haji’s opinions, the AU is not required to do so unless the evidence in the record is inadequate or insufficient to reach a conclusion about the applicant’s disability. See 20 C.F.R. §§ 404.1527(c)(3), 404.1512(e). That is not the case here. 4 . See Carey v. Apfel, 230 F.3d 131, 145-46 (5th Cir.2000) (<HOLDING>). 5 . The Commissioner asserts that this Options: A. holding that a vocational expert must be consulted when an rfc falls between two categories B. holding that vocational experts testimony that there were jobs claimant could perform constituted substantial evidence C. holding that an alj is entitled to rely on vocational experts testimony that is based on assumptions that are supported by evidence in the record D. holding that vocational expert testimony in response to a hypothetical can constitute substantial evidence of residual functional capacity E. holding that claimants pain should have formed a paxt of aljs question to vocational expert

assistant: The best answer is D. holding that vocational expert testimony in response to a hypothetical can constitute substantial evidence of residual functional capacity
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement. In case any provision in or obligation under this Agreement or any other Program Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

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: where you sign up to any feature of , or use , the skyscanner services and/or skyscanner platforms that requires the use of a log-in account or password , you agree that you shall be responsible for keeping those password and log-in details confidential and secure .

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: exist. Vispisiano v. Ashland Chemical Co., 107 N.J. 416, 426, 527 A.2d 66 (1987); Terrace Condominium Ass’n v. Midlantic National Bank, 268 N.J.Super. 488, 502, 633 A.2d 1060 (Law Div.1993). Only plaintiffs malicious prosecution claim includes the element of a termination in favor of the accused. Her other claims, therefore, accrued at the very latest, when plaintiff had reason to know that the elements of the claims existed. This occurred at or about the time of plaintiffs arrest on July 12, 1985. See, e.g., Rose v. Bartle, 871 F.2d 331, 350-51 (3d Cir.1989) (discussing the distinction between malicious prosecution and abuse of process, and holding that an abuse of process claim accrues on the date of arrest); Deary v. Three Un-Named Police Officers, 746 F.2d 185, 193-94 (3d Cir.1984) (<HOLDING>); Earl v. Winne, 14 N.J. 119, 128-29, 101 A.2d Options: A. recognizing that the indiana tort claims act grants broad immunity to governmental employees from suit for malicious prosecution and intentional infliction of emotional distress B. holding that only malicious prosecution requires a favorable termination of the criminal proceedings and that claims for intentional infliction of emotional distress and abuse of process accrue on the date of arrest C. recognizing validity of cause of action for intentional infliction of emotional distress D. recognizing torts of intentional and negligent infliction of emotional distress E. recognizing the tort of intentional infliction of emotional distress

assistant: The best answer is B. holding that only malicious prosecution requires a favorable termination of the criminal proceedings and that claims for intentional infliction of emotional distress and abuse of process accrue on the date of arrest
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: Where required by law, the Company shall pay all additional costs peculiar to the arbitration to the extent such costs would not otherwise be incurred in a court proceeding (for instance, the Company will, if required, pay the arbitrator’s fees to the extent it exceeds Court filing fees). Each party shall pay its own costs and attorneys’ fees in the first instance. However, the arbitrator may award costs and attorneys’ fees to the prevailing party to the extent permitted by law. The arbitrator shall apply the same standard with respect to the awarding of fees and costs as would be awarded if such claim had been asserted in state or federal court.

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 legal provision and list the applicable contract clause categories. Provision: The Bank may assign this Letter Agreement, and such assignment will take effect for the benefit of any successors or assigns of the Bank created by merger, reorganization, sale of assets or otherwise. You hereby consent and agree to such assignment and enforcement of such rights and obligations by the Bank’s successors or assigns.

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

user: Read the following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: notwithstanding anything to the contrary herein , you acknowledge and agree that you shall have no ownership or other property interest in the account , and you further acknowledge and agree that all rights in and to the account are and shall forever be owned by and inure to the benefit of supercell .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: When the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment (other than as described in the definition of Prime Rate, Federal Funds Rate or Interest Period) or performance shall extend to the immediately succeeding Business Day.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability.

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 defendant committed the extraneous offenses. Mann, 13 S.W.3d at 94; see Mitchell, 931 S.W.2d at 954. This threshold determination is not a finding by the court that the State has proved an extraneous bad act beyond a reasonable doubt, but is instead a finding that sufficient evidence exists from which a jury could reasonably so find. See Mann, 13 S.W.3d at 94. Significant to the issue before us, there is no requirement that this initial determination be made by the court following a hearing as opposed to some other form of preliminary review. Mann, 13 S.W.3d at 94. The trial court may determine whether there is sufficient evidence through an oral or written proffer of evidence, motions, pretrial hearings, and the trial, including any bench conferences. See Mann, 13 S.W.3d at 93-95 (<HOLDING>); Welch v. State, 993 S.W.2d 690, 697 Options: A. holding that the prosecutors reference to the nonexistence of mitigating evidence was not a comment on the defendants failure to testify B. holding that prosecutors direct comments on a defendants failure to testify were not cured by subsequent inclusion in the jury charge of an instruction regarding the defendants right not to testify C. holding error harmless where judge heard no details of the extraneous offense and stated that he considered it only as evidence that defendant was not in college at the time D. holding that the prosecutors statement that he intended to offer extraneous offense evidence through defendants exwife who would testify as to some physical abuse by defendant was sufficient for purposes of making a threshold determination of relevance E. holding that the states written proffer of how it would prove the defendant sexually assaulted four other victims was sufficient for purposes of trial courts threshold determination of relevance

assistant: The best answer is D. holding that the prosecutors statement that he intended to offer extraneous offense evidence through defendants exwife who would testify as to some physical abuse by defendant was sufficient for purposes of making a threshold determination of relevance
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: so far as to include a “catalyst theory,” whereby a party seeks to recover due to a defendant’s “voluntary change in conduct” that “lacks the necessary judicial imprimatur on the change.” Id. at 605, 121 S.Ct. 1835 (emphasis in original). The First Circuit, in Smith v. Fitchburg Public Schools, 401 F.3d 16 (1st Cir.2005) interpreted Buckhannon Board and Care Home, Inc. as requiring two elements: (1) a “material alteration of the legal relationship of the parties,” along with (2) a “judicial imprimatur on the change.” Smith, 401 F.3d at 22. There is no question that the first element is satisfied in this case. The adversarial action that resulted in a conciliatory order of as to whether orders dismissing a case could constitute the functional equivalent of a consent decree. Id. at 24 (<HOLDING>). The government argues that the order of Options: A. holding that the appellant waived an argument listed only in his summary of the argument B. holding appellant waived argument by failing to assert it at suppression hearing C. holding that argument raised at oral argument that was not included in brief is waived D. holding that because the appellant did not present to the administrative agency the argument it raised before this court the issue was not preserved and holding that even if preserved the argument failed E. holding that the appellant waived this argument

assistant: The best answer is E. holding that the appellant waived this argument
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 and delivery by Purchaser of this Agreement and the other Transaction Documents to which Purchaser is a party do not, and the performance by Purchaser of Purchaser's obligations hereunder and thereunder will not, (i) violate any Applicable Law, (ii) conflict with or cause a breach of any provision of its Organizational Documents or (iii) cause a breach of, constitute a default under, cause the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any authorization, consent, waiver or approval under any contract, license, instrument, decree, judgment or other arrangement to which Purchaser is a party or under which it is bound or to which any of its assets are subject (or result in the imposition of a Lien upon any such assets), except (in the case of this clause (iii)) for any that could not reasonably be expected to have a material adverse impact on Purchaser's ability to consummate the transactions contemplated by this Agreement.

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: The consummation of the transactions contemplated herein (the “Closing”) shall take place remotely via the electronic exchange of documents and signatures and the payment of the Purchase Price, at 10:00 a.m., Eastern U.S. Time, on or before ________, 2016 (the “Closing Date”), provided that the conditions to Closing set forth herein have been satisfied or waived.

assistant: Closings
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 an ambiguity or question of intent or interpretation of this Assignment arises, this Assignment shall be construed as if jointly drafted by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring a Party as a result of authorship or drafting of any provision of this Assignment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: 658 F.3d at 252. Petitioners also fail to specifically challenge the agency’s permissible rejection of Piao’s explanations — that she had unsuccessfully asked her mother for a statement and did not think to ask her father, although he could have provided one from South Korea. See 8 U.S.C. § 1254(b)(4); cf. Majidi v. Gonzales, 430 F.3d 77, 80-81 (2d Cir.2005) (stating that agency need not accept an applicant’s explanation unless a reasonable fact-finder would be compelled to do so). In addition, as the government correctly notes, Petitioners failed to exhaust their argument that Piao was prevented from adequately explaining the absence of her medical records because the IJ failed to sufficiently develop the record. See Lin Zhong v. U.S. Dep’t of Justice, 480 F.3d 104, 124 (2d Cir.2007) (<HOLDING>). Petitioners do not explain what new facts Options: A. recognizing that issue exhaustion is a mandatory although not jurisdictional requirement B. holding that this time requirement is mandatory and jurisdictional C. recognizing that issue exhaustion requirement and requirement exhaustion of remedies are different D. holding that exhaustion of issues is jurisdictional E. holding that exhaustion is mandatory and jurisdictional

assistant: The best answer is A. recognizing that issue exhaustion is a mandatory although not jurisdictional requirement
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 forced termination,' or that 'the employer's conduct ... [was] motivated by a desire to avoid subjecting its actions to the scrutiny of a termination-related hearing.’ ” 804 F.2d 327, 333 (5th Cir.1986) (alteration in original) (emphasis added) (quoting Fowler, 799 F.2d at 981); see also Holden v. Knight, 155 Fed.Appx. 735, 739 (5th Cir.2005) (unpublished) (explaining that we "ha[ve] made clear that a plaintiff may make out a cognizable claim when he alleges particular facts showing that he found himself between the Scylla of voluntary resignation and the Charybdis of forced termination” without discussing the need to show a motive to avoid pre-termination procedures (citation and internal quotation marks omitted)); but see Rutland v. Pepper, 404 F.3d 921, 922-23 (5th Cir.2005) (<HOLDING>). While our rule of orderliness requires us to Options: A. holding that plaintiff could not establish a prima facie case of discrimination because she was unable to present evidence that she was qualified for the position B. holding that because the plaintiff did not allege facts indicating what specific medical information she provided to dps she failed to state a constitutional claim C. holding that defendant interfered with plaintiffs right when the employer forced her to choose between resignation and working without leave D. holding that a plaintiff could not show that she engaged in protected activity because she did not present evidence that she informed her employer that her complaints were based on race or age discrimination E. holding that plaintiff failed to establish a constructive discharge claim because she did not assert that her employer was motivated by a desire to avoid pretermination procedures without considering whether plaintiff could alternatively allege only that she was forced to choose between resignation and termination

assistant: The best answer is E. holding that plaintiff failed to establish a constructive discharge claim because she did not assert that her employer was motivated by a desire to avoid pretermination procedures without considering whether plaintiff could alternatively allege only that she was forced to choose between resignation and termination
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: in a phone call with his friend Lemons, West-brooks mentioned a “lick,” or a robbery, in Carver City. Also, Westbrooks admitted being with or in control of his car all night, and the State presented evidence that Westbrooks’ car was involved in the incident. There was no other explanation for Westbrooks’ car being in Carver City that night. Cf. Rocker, 122 So.3d at 904 (concluding that Rocker’s actions on the night of the murder were “just as consistent with the theory that he was participating in a drug transaction as [they were] with the theory that he was participating in a robbery”). The State presented evidence of intent and participation that was inconsistent with Westbrooks’ theory that he was not involved in the incident. Cf. Pack v. State, 381 So.2d 1199 (Fla. 2d DCA 1980) (<HOLDING>). Because the State presented circumstantial Options: A. holding that a robbery defendant was not entitled to a compulsion instruction in the absence of a claim that he or the victim was the target of a specific threat forcing the defendant to participate in the robbery B. holding that circumstantial evidence that defendant drove the car and fled the scene after his brother committed robbery was insufficient to sustain defendants conviction absent other evidence of defendants intent to aid in the robbery C. holding defendants participation in violent robbery and his fear of codefendants among other facts provided sufficient evidence that murder should have been anticipated as result of robbery D. holding that the defendants sentence for robbery was not inappropriate E. holding that evidence showing the defendant after shooting the victim ran from the scene got into a car nearby and drove away was sufficient evidence of flight

assistant: The best answer is B. holding that circumstantial evidence that defendant drove the car and fled the scene after his brother committed robbery was insufficient to sustain defendants conviction absent other evidence of defendants intent to aid in the robbery
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 judgments outstanding against Sponsor or any Relevant Party, or affecting any of the Projects or any other Assets or Property of any Relevant Party, nor to the Relevant Parties’ Knowledge is there any action, charge, claim, demand, suit, proceeding, petition, governmental investigation or arbitration now pending or threatened against the Sponsor or any Relevant Party, respectively, or any of the Projects that relates to the legality, validity or enforceability of any of the Transaction Documents, the ability of a Secured Party to exercise any of its rights in respect of the Collateral or the Collateral Documents or, other than as set forth on Schedule 4.10 , that could reasonably be expected to result in 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: The Borrowers will not at any time sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordinary course of business that are at prices and on terms and conditions not less favorable to the Borrowers than could be obtained on an arm's-length basis from unrelated third parties, [ and ](b) transactions between or among the Borrowers and their Subsidiaries not involving any other Affiliate, which would not otherwise violate the provisions of the Loan Documents , and (c) any payments or other transfers made by EB International Holdings, Inc. or another Borrower to Electronics Boutique of Canada Inc. or another Foreign Subsidiary in conjunction with any tax reimbursement agreement pursuant to which EB International Holdings, Inc. or such other Borrower is obligated to reimburse Electronics Boutique of Canada Inc. or such other Foreign Subsidiary for withholding taxes incurred as a result of a conversion of equity or retained earnings into paid-up capital for the benefit of EB International Holdings, Inc. or such other Borrower .

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Company will reimburse Executive for all reasonable and necessary expenses that Executive incurs in carrying out his duties under this Agreement in accordance with the Company reimbursement policies as in effect from time to time, provided that Executive presents to the Company from time to time an itemized account of such expenses in such form as the Company may require.

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: Except as provided in the Plan, the Restricted Stock Award is restricted in that it may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. The Restricted Stock Award is also restricted in the sense that it may be forfeited to the Company (the “ Forfeiture Restrictions ”). You hereby agree that if the Restricted Stock Award is forfeited, as provided in Section 6, the Company shall have the right to deliver the forfeited shares of Restricted Stock to the Company’s transfer agent for, at the Company’s election, cancellation or transfer to the Company.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: (a) The Term of the Lease for the Replacement Space shall commence on the date (the “Replacement Space Commencement Date”) which shall be the earlier of the date on which Landlord’s Work has been substantially completed (or would have been substantially completed except by reason of any delay caused by Tenant), or the date on which Tenant occupies any portion of the Replacement Space except as set forth in Section 2(d) hereinbelow. Landlord’s Work shall be deemed substantially completed at such time as the only items of Landlord’s Work to be completed are those of a “punch-list” nature which do not substantially interfere with Tenant’s use and occupancy of the Replacement Space. The Term of the Lease is hereby extended to June 30, 2018 (the “New Expiration Date”), subject to Tenant’s option to extend the Term as set forth in Section 2(c) hereinbelow.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: If the Threshold Performance Goal is satisfied, the Award will vest and become non-forfeitable on December 29, 2021, subject to accelerated vesting under certain circumstances as provided in Section 4 below (the “Vesting Date”). Notwithstanding anything contained in the Plan to the contrary, if Grantee’s employment with the Company terminates for any reason other than as set forth in paragraph (a) or (b) of Section 4 below, Grantee shall forfeit all of Grantee’s right, title and interest in and to any unvested Performance Share Units as of the date of termination of employment. In addition, if Grantee’s employment is terminated by the Company for Cause, Grantee shall also forfeit any vested Performance Share Units that have not yet been converted to Shares; provided, that the foregoing shall not apply to any vested Performance Share Units that are deferred pursuant to Section 14 below.

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: Any notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the addresses set forth herein (or such other address as a party may identify to the other party from time to time). All notices shall be effective upon receipt.

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: parents. See Carol Amadio & Stuart L. Deutsch, Open Adoption: Allowing Adopted Children to “Stay in Touch” with Blood Relatives, 22 J.Fam.L. 59, 60 (1983-84); see also B. Lee Phillips, Note, Open Adoption: A New Look at Adoption Practice and Policy in Texas, 43 Baylor L.Rev. 407, 409 (noting that open-adoption policy of Texas is not “legally sanctioned process”). See generally Danny R. Veilleux, Annotation, Postadoption Visitation by Natural Parents, 78 A.L.R. 4th 219 (1990 & Supp.1993) (reviewing post-adoption visitation cases). A few New Jersey courts have considered post-adoption visitation in adoption agreements between a biological parent and another biological parent, step-parent, or grandparent. See, e.g., Kattermann v. DiPiazza, 151 N.J.Super. 209, 376 A.2d 955 (App. Div.1977) (<HOLDING>); F., supra, 170 N.J.Super. at 425, 406 A.2d Options: A. recognizing that postadoption visitation limited to when adoptive parents are grandparents siblings or foster parents B. holding that postadoption visitation of child who was adopted by grandparents on basis of biological parents unconditional consent was required to promote childs best interests C. holding that biological grandparents were statutory strangers to children following their adoption by stepfather statute authorizing grandparent visitation violated parents constitutional right to privacy D. holding that publicagency adoption termination of mentallyill biological parents rights that mandated visitation between biological parent and child inappropriate because applicable termination statutes spoke in absolute terms noting however that continued contact between biological parent and child possible on voluntary basis without court order E. holding that requiring a petitioner to establish by clear and convincing evidence that visitation is in the best interests of the child would provide effective protection for a parents choice except where the choice is plainly contrary to a childs best interests

assistant: The best answer is B. holding that postadoption visitation of child who was adopted by grandparents on basis of biological parents unconditional consent was required to promote childs best interests
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: Ultimately, the condemnor was successful in its argument that it owned virtually all of the 2,241 acres that it wanted to take. Id. Because the condemnor never tried to abandon its efforts to gain ownership of the 2,241 acres it originally sought to condemn, we find Zucht to be a different case than the one before us. The State further argues that, assuming its condemnation petition against Parcel C was dismissed, the trial court nevertheless had nothing to sever into a cause of action relating solely to Parcel C. The trial court, however, did have something to sever, namely, the Tammingas’ statutory right to compensation for their expenses in defending themselves against the State’s efforts to condemn Parcel C. See General Land Office v. OXY U.S.A, Inc., 789 S.W.2d 569, 570 (Tex.1990) (<HOLDING>). Therefore, the trial court did not err Options: A. holding that a failure to advise even when the defendant has an affirmative obligation to do so is not the same as engaging in affirmative misconduct B. holding that a plaintiff has no right to a nonsuit when the defendant has counterclaimed for affirmative relief independent of the plaintiffs claims C. holding when constitutional claims are premised on the notion that the united states has some contractual obligation to the plaintiff that it has failed to satisfy the claims are contractually based and must be heard in the court of federal claims D. holding that claims for equitable relief under 502a3 are only available when a plaintiff has no other relief under erisa E. holding the government has an affirmative duty to disclose exculpatory evidence to a criminal defendant

assistant: The best answer is B. holding that a plaintiff has no right to a nonsuit when the defendant has counterclaimed for affirmative relief independent of the plaintiffs claims
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 problems here in Wash-ington D.C., in New York, in Detroit where I grew up, can be traced right back to [drug trafficking].” In Defendants’ view, the prosecutor perceived the jury “might be [uninterested in Colombia’s drug problems,” Defendants Br. 48, which led him to improperly tie the Colombian drug trade to the American drug problem, inviting the jury to act as the “community conscience.” To be sure, a suggestion that the jury act as the “community conscience” can constitute error. In United States v. Hawkins, our circuit warned it is improper to “substitute emotion for evidence by equating, directly or by innuendo, a verdict of guilty to a blow against the drug problem.” 595 F.2d 751, 754 (D.C. Cir. 1978); see also United States v. Solivan, 937 F.2d 1146, 1151 (6th Cir. 1991) (<HOLDING>). This caution derives from Viereck v. United Options: A. holding that statutory good time credits must be calculated under the law in effect at the time of resentencing after an appeal of the sentence is determined B. holding that a notice of appeal filed when an appeal bond is required to perfect is a bona fide attempt to invoke appellate jurisdiction and that the court of appeals dismissal was improper without first affording an opportunity to correct the defective perfection of appeal C. holding an appeal to the jury to act as the community conscience is improper when it is calculated to incite the passions and prejudices of the jurors D. holding that an appeal is perfected when the appeal bond is filed E. holding that a court may consider a theory raised for the first time in a posttrial brief unless it is precluded by the pleadings or it prejudices the opposing party

assistant: The best answer is C. holding an appeal to the jury to act as the community conscience is improper when it is calculated to incite the passions and prejudices of the jurors
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 Party shall keep and maintain accurate and complete records which are relevant to costs, expenses, sales and payments throughout the Territory used to determine payments to be made under this Agreement, and such records shall be maintained for a period of three (3) years from creation of individual records for examination at the other Party’s expense by an independent certified public accountant selected by the other Party as described in Section 5.8.4 . A Party’s right to complete a final audit upon termination or expiration of this Agreement shall expire one year after such termination or expiration. Any records or accounting information received from the other Party shall be Confidential Information of the disclosing Party for purposes of Article 9 of this Agreement. Results of any such audit shall be provided to both Parties, subject to Article 9 of this Agreement.

assistant: Records
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: Article 78.” (citing N.Y. Pub. Off. Law § 89)). Accordingly, plaintiffs claim that defendant Pickering violated FOIL will be dismissed pursuant to 28 U.S.C. § 1915(e)(2)(B) and 28 U.S.C. § 1915A(b) for failure to state a claim upon which relief may be granted pursuant to Section 1983. 7. First Amendment Mail Interference The First Amendment protects an inmate’s right to send and receive both legal and nonlegal mail, although prison officials may regulate that right if the restrictions they employ are “ ‘reasonably related to legitimate penological interests.’ ” Thornburgh v. Abbott, 490 U.S. 401, 409, 109 S.Ct. 1874, 104 L.Ed.2d 459 (1989) (quoting Turner v. Safley, 482 U.S. 78, 89, 107 S.Ct. 2254, 96 L.Ed.2d 64 (1987)); see also Johnson v. Goord, 445 F.3d 532, 534 (2d Cir.2006) (<HOLDING>) (citation omitted). Legal mail is entitled to Options: A. holding that prisoners do not have a reasonable expectation of privacy in their cells B. holding that routine monitoring and recording of the calls of convicted prisoners does not violate the prisoners fourth amendment rights C. holding that even capital prisoners have no constitutional right to counsel in habeas cases D. recognizing a first amendment right to receive mail subject to uniform policies of opening mail to ensure prison security E. holding that prisoners do have a right albeit a limited one to send and receive mail

assistant: The best answer is E. holding that prisoners do have a right albeit a limited one to send and receive mail
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 required or permitted under this Agreement will be in writing and will be given by addressing the same to the address or facsimile number for the recipient set forth on the signature page of this Agreement or to such other address or facsimile number as the recipient may specify in writing under this procedure. Notices will be deemed to have been given (i) three (3) business days after deposit in the U.S. mail with proper postage for registered or certified mail prepaid, return receipt requested; (ii) one (1) business day after facsimile transmission, with receipt of transmission confirmed in writing; or (iii) one (1) business day after sending by a nationally recognized courier service for next day delivery.

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: the general principle of sovereign immunity [that] allows a suit for injunctive relief challenging the constitutionality of a state official’s actions in enforcing state law under the theory that such a suit is not one against the State, and therefore not barred by the Eleventh Amendment.” Ford v. Reynolds, 316 F.3d 351, 354-55 (2d Cir.2003). Under the doctrine, a suit may proceed against a state official in his or her official capacity, notwithstanding the Eleventh Amendment, when a plaintiff “(a) alleges an ongoing violation of federal law and (b) seeks relief properly characterized as prospective.” See In re Deposit Ins. Agency, 482 F.3d 612, 618 (2d Cir.2007) (quotations and citations omitted); see also Santiago v. New York State Dep’t of Corr. Serv., 945 F.2d 25, 32 (2d Cir.1991) (<HOLDING>). In Edelman v. Jordan, 415 U.S. 651, 653, 94 Options: A. holding that since damage claims in an article 78 proceeding may only be asserted against individuals in their official capacities the plaintiff could not have recovered damages against the education officials in their individual capacities and therefore cannot be barred by res judicata B. holding that barring waiver by the state the eleventh amendment precludes federal courts from hearing state claims brought against state officials in their official capacities C. holding that neither a state agency nor its officials acting in their official capacities may be sued under section 1983 D. holding that an action brought against the state officials in their official capacities was not properly removed to federal court because the district court lacked jurisdiction E. holding that such claims however cannot be brought directly against the state or a state agency but only against state officials in their official capacities

assistant: The best answer is E. holding that such claims however cannot be brought directly against the state or a state agency but only against state officials in their official capacities
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the legal provision and list the applicable contract clause categories. Provision: In the event of any termination or expiration of this Agreement, each of the provisions of ARTICLE 1, 6, 7, 8, 9, 10 and 11 and Sections 2.9 , 3.5 , 3.7 , 3.8 , and 3.9 and other terms that by their nature are intended to survive, shall survive the termination or expiration of this Agreement and continue to be enforceable. In no event shall termination of this Agreement release either Party from any accrued obligation, including Purchaser’s obligation to pay any amounts that became due on or before the effective date of termination.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: by the stay entered in their case because the outcome of the state case will not determine their federal suit. As such, the stay is not final and thus not appealable. In addition, we deny issuance of a writ of mandamus. 1 . Apparently, the Wildermans' suit is part of a several-pronged strategy by Summy to prevail by any means necessary. Summy's Texas attorney, the one defending him against Cooper & Scully, is also the Wildermans’ attorney in this suit. Summy's attorney is also representing another set of Summy's clients in a mirror-image suit, this one filed in Illinois. We note that such forum-shopping subverts the policies of the Declaratory Judgment Act. Cf. Nat'l Foam, Inc. v. Williams Fire & Hazard Control, Inc., No. CIV. A. 97-3105, 1997 WL 700496, at *7 (E.D.Pa. Oct. 29, 1997) Options: A. recognizing that the declaratory judgment act should not be used as a tool for forum shopping B. holding that the first filed rule should not be mechanically applied when a declaratory judgment action is filed in anticipation of a coercive action C. holding that a district court may dismiss a declaratory judgment action that was filed in anticipation of impending litigation and motivated solely by considerations of forum shopping D. holding that declaratory relief is not appropriate for determination of rights in anticipation of enforcement action that may never occur E. holding that in a declaratory judgment action it is the character of the impending action not the plaintiffs defense that determines whether there is federal question jurisdiction

assistant: The best answer is C. holding that a district court may dismiss a declaratory judgment action that was filed in anticipation of impending litigation and motivated solely by considerations of forum shopping