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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: Forrest, 839 So.2d 839, 841 (Fla. 4th DCA 2003) (citing Nichols v. Paulucci, 652 So.2d 389, 393 n. 5 (Fla. 5th DCA 1995)). Fourth, Ocean World asserts that Columbia submitted itself to Florida jurisdiction by filing lawsuits in Florida, thereby availing itself “of the benefits offered by the Florida judicial system.” However, Columbia’s participation in other lawsuits in Florida concerning subject matters separate and distinct from this lawsuit does not create personal jurisdict , 701 So.2d 902 (Fla. 3d DCA 1997) (finding "continuous systematic business contacts” where the defendant sold 50,000 office chairs for approximately $1,000,000.00 per year over several years to a Miami distributor); Garris v. Thomasville-Thomas County Humane Soc’y, Inc., 941 So.2d 540, 549 (Fla. 1st DCA 2006) (<HOLDING>); Banco Inversion, S.A. v. Celtic Fin. Corp., Options: A. holding that texasbased organization was subject to general jurisdiction in florida because it solicited contributions from florida residents using internet websites B. holding that texasbased organization was subject to specific personal jurisdiction in florida even though it did not maintain office or have any employees or agents in florida on a regular basis personal jurisdiction was ultimately exerted because organization solicited contributions from florida residents using local television stations and internet websites C. holding defendant had requisite contacts under section 481932 florida statutes where it solicited consulting and other services from a florida corporation in which a substantial amount of the services sought by defendant were performed in florida D. holding that general jurisdiction existed where defendant directed significant advertisement towards residents of florida targeting the populous florida market solicited donations from floridians and had ongoing relationship with several florida animal aid organization including arrangements under which it regularly transferred animals to them for adoption in florida E. holding new york could lawfully modify a florida custody decree because florida court had right under florida law to change the decree

assistant: The best answer is D. holding that general jurisdiction existed where defendant directed significant advertisement towards residents of florida targeting the populous florida market solicited donations from floridians and had ongoing relationship with several florida animal aid organization including arrangements under which it regularly transferred animals to them for adoption in florida
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 Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier or email (whether as a PDF file or otherwise) shall be effective as delivery of a manually executed counterpart of this Amendment.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: § 3161(h)(7) to a defendant, the delay must meet the reasonableness requirement of § 3161(h)(6),” and noting that the reasonableness requirement “comports with Supreme Court precedent”); United States v. Stephens, 489 F.3d 647, 655 (5th Cir.2007) (“Attribution of the excludable delay of one co-defendant to another co-defendant is not, however, automatic; rather the period of delay must be reasonable”) (citing Henderson v. United States, 476 U.S. 321, 326-27, 106 S.Ct. 1871, 90 L.Ed.2d 299 (1986)); United States v. Cordova, 157 F.3d 587, 599 (8th Cir.1998) (applying reasonableness requirement to and finding reasonable an 80-day delay in co-defendant’s trial resulting from another co-defendant’s capture and identity hearing); United States v. Vasquez, 918 F.2d 329, 336 (2d Cir.1990) (<HOLDING>); United States v. Mayes, 917 F.2d 457, 460 Options: A. holding that limitation of liability clause was unambiguous B. holding that the codefendant clause exclusion requires a defendant to make a motion for severance in order to benefit from the reasonableness limitation C. holding that the enhancement requires that the defendant either threaten the codefendant witness or juror in his or her presence or issue the threat in circumstances in which there is some likelihood that the codefendant witness or juror will learn of the threat D. holding that similartransaction evidence against codefendant did not require severance given that trial court instructed jury that such evidence only pertained to codefendant E. holding that duration of limitation is a factor in determining whether limitation is significant

assistant: The best answer is B. holding that the codefendant clause exclusion requires a defendant to make a motion for severance in order to benefit from the reasonableness limitation
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, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given (i) if delivered by hand and receipted for by the party addressee, on the date of such receipt, (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third business day after the date postmarked, or (iii) mailed by reputable overnight courier and receipted for by the party addressee, on the date of such receipt. Addresses for notice to either party are as shown on the signature page of this Agreement, or as subsequently modified by written notice .

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: The Buyer currently has an authorized capitalization of 45,000,000 shares of common stock, $0.001 par value and 5,000,000 shares of preferred stock, par value $0.001 per share. The Buyer currently has 18,217,865 shares of common stock issued and outstanding and 732,018 shares of preferred stock issued and outstanding. The Company's Preferred Stock has no liquidation preference and votes with Common Stock one vote per share.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: under Section 3294. See, e.g., Mantic Ashanti’s Cause v. Godfather’s Pizza, No. 98-CV-2264 W, 1999 U.S. Dist. LEXIS 16675, at *18-19 (S.D. Cal. June 1, 1999) (“[C]onclusory assertions that the defendants acted with ‘malice’ or with ‘conscious disregard’ for plaintiffs rights are facially sufficient under federal pleading requirements and adequate to state a claim for punitive damages under Section 3294.”); Jackson v. East Bay Hosp., 980 F.Supp. 1341, 1353-54 (N.D.Cal.1997) (“[DJespite section 3294’s specific requirement that a pleading allege oppression, fraud, or malice, these ‘may be averred generally.’ ”) (quoting Fed.R.Civ.P. 9(b)); Bure v. Lohrey Enters., 984 F.2d 1015, 1018 (9th Cir.1993); see also Primerica Fin. Servs., Inc. v. Mitchell, 48 F.Supp.2d 1363, 1371 (S.D.Fla.1999) (<HOLDING>); 5 Charles Alan Wright & Arthur R. Miller, Options: A. holding that the fact that federal rule of civil procedure 9b requires a heightened pleading standard for some claims but not for a section 1983 claim against a municipality means that the rules do not require a heightened pleading standard for such a claim B. holding that federal courts could not impose heightened pleading requirement in civil rights cases alleging municipal liability because such requirement conflicted with rule 8 C. holding that district court could not apply florida statute requiring heightened pleading for punitive damages because statute conflicted with lenient requirements of rules 8 and 9b D. holding that the federal false claims act is an antifraud statute to which rule 9bs heightened pleading requirements apply E. holding that heightened pleading standards of fed rcivp 9b apply to fraud elements of rico claim

assistant: The best answer is C. holding that district court could not apply florida statute requiring heightened pleading for punitive damages because statute conflicted with lenient requirements of rules 8 and 9b
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 unpaid principal of and interest on the Loans, the interest rate or rates applicable to such unpaid principal and interest, the duration of such applicability, the Commitments, and the accrued and unpaid fees payable pursuant to Section 2.06 hereof, including, without limitation, any fees set forth in the Fee Letter and the Applicable Prepayment Premium, if any, shall at all times be ascertained from the records of the Agents, which shall be conclusive and binding absent manifest error.

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 legal provision and list the applicable contract clause categories. Provision: Except for any claim for injunctive relief arising out of a breach of a party’s obligations to protect the other’s proprietary information, the parties agree to arbitrate, in Santa Clara County, California through JAMS, any and all disputes or claims arising out of or related to the validity, enforceability, interpretation, performance or breach of this Agreement, whether sounding in tort, contract, statutory violation or otherwise, or involving the construction or application or any of the terms, provisions, or conditions of this Agreement. Any arbitration may be initiated by a written demand to the other party. The arbitrator's decision shall be final, binding, and conclusive. The parties further agree that this Agreement is intended to be strictly construed to provide for arbitration as the sole and exclusive means for resolution of all disputes hereunder to the fullest extent permitted by law. The parties expressly waive any entitlement to have such controversies decided by a court or a jury. If any action is brought to enforce the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees, costs and expenses from the other party, in addition to any other relief to which the prevailing party may be entitled.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, whether verbal or in writing. The foregoing includes any prior understandings and agreements between the Employee and IMT, including but not limited to that undated “Consultant/President Agreement Term Sheet” between the Employee and IMT (referred to therein as “InMotion Technology, Inc.”), which is hereby deemed terminated and no longer of any force or effect; provided, however, that provisions in the paragraph titled Equity Participation in that agreement relating to stock options and the provision of the Invoice dated June 2, 2015 providing for payment of deferred compensation in effect as of the date hereof shall continue in accordance with their respective terms. There are no other written or verbal representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties.

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: THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to Executive by the Company or its affiliates or are produced by Executive in connection with Executive’s employment will be and remain the sole property of the Company and/or its affiliate. Executive will return to the Company all such materials and property as and when requested by the Company. In any event, Executive will return all such materials and property immediately upon termination of Executive’s employment for any reason. Executive will not retain with Executive any such material or property or any copies thereof after such termination.

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 legal provision and list the applicable contract clause categories. Provision: From and after the Effective Date, the Company will continue to employ Executive as its Executive Vice President and Chief Financial Officer, and Executive will report to the Company’s President & Chief Executive Officer. Executive will perform all services and acts necessary to fulfill the duties and responsibilities of his position and agrees to devote substantially all of his business time, attention and energies to the performance of the duties assigned hereunder, and to perform such duties diligently, faithfully and to the best of his abilities. Executive agrees to refrain from any activity that does, will or could reasonably be deemed to conflict with the best interests of the Company, unless such activity is approved in advance by the Company’s President & Chief Executive Officer.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The parties hereto agree that the Company would suffer irreparable harm from a breach by the Participant of any of the covenants or agreements contained herein. Therefore, in the event of the actual or threatened breach by the Participant of any of the provisions of this Article V, the Company may, in addition and supplementary to other rights and remedies existing in its favor, apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive or other relief in order to enforce or prevent any violation of the provisions hereof. The Participant agrees that if a lawsuit or other proceeding is brought to enforce the terms of this Article V or determine the validity of its terms and the Company prevails, the Company will be entitled to recover from the Participant its reasonable attorneys’ fees and court costs. The Participant agrees that these provisions are reasonable.

assistant: Remedies
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 seeking a lower sentence, the record must both reflect both that the district judge considered the defendant’s argument and that the judge explained the basis for rejecting it.” United States v. Vonner, 452 F.3d 560, 567 (6th Cir.2006); United States v. Richardson, 437 F.3d 550, 554 (6th Cir.2006). This Court will only uphold a sentence if it is reasonable. Reasonableness contains two facets: substantive and procedural. See United States v. Webb, 403 F.3d 373, 383 (6th Cir.2005); United States v. Jones, 445 F.3d 865 (6th Cir.2006) (Moore, J., dissenting on the ground that the majority opinion conflicted with prior Circuit precedent). In reviewing for reasonableness, this Court employs a presumption of substantive reasonableness. United States v. Williams, 436 F.3d 706, 708 (2006) (<HOLDING>). That is, this Court presumes that the Options: A. holding a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines B. holding presumption of reasonableness exists but still noting that a district court must consider the 3553 factors C. holding that a court of appeals may apply a presumption of reasonableness to a district court sentence that reflects a proper application of the sentencing guidelines D. recognizing a presumption of reasonableness E. holding that the rebuttable presumption of reasonableness does not relieve the district court of the obligation to consider other relevant statutory factors or sufficiently articulate its reasoning so as to permit reasonable appellate review

assistant: The best answer is B. holding presumption of reasonableness exists but still noting that a district court must consider the 3553 factors
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: that may be drawn therefrom, provide a substantial basis for determining that there is probable cause to believe that a search will uncover evidence of wrongdoing. {30} We clarify that the substantial basis standard of review is more deferential than the de novo review applied to questions of law, but less deferential than the substantial evidence standard applied to questions of fact. See State v. Koen, 152 P.3d 1148, 1151 n. 6 (Alaska 2007). Furthermore, we emphasize that the substantial basis standard is not tantamount to rubber-stamping the decision of the issuing court and does not preclude the reviewing court from conducting a meaningful analysis of whether the search warrant was supported by probable cause. Cf State v. Alberico, 116 N.M. 156, 170, 861 P.2d 192, 206 (1993) (<HOLDING>). Indeed, “when an application for a search Options: A. holding that appellate courts should review district court determinations of the adequacy of damage awards under an abuse of discretion standard B. holding that the appropriate standard of review is abuse of discretion C. holding that mere fact that trial court may decide discretionary matter differently from appellate court does not demonstrate abuse of discretion D. holding that the abuse of discretion standard does not prevent an appellate court from conducting a meaningful analysis E. holding that the standard of review for an award of statutory damages is even more deferential than an abuse of discretion standard

assistant: The best answer is D. holding that the abuse of discretion standard does not prevent an appellate court from conducting a meaningful analysis
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 Agent is not reimbursed and indemnified by the Loan Parties, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances are outstanding, pro rata according to the percentage that its Revolving Commitment Amount constitutes of the total aggregate Revolving Commitment Amounts), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in performing its duties hereunder, or in any way relating to or arising out of this Agreement or any Other Document; provided that Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from Agent’s gross (not mere) negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment or order).

assistant: Indemnifications
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 term of this Lease (the “ Term ”) shall be for the period which commences on the date (the “ Commencement Date ”) upon which Tenant has substantially completed the tenant improvement work in accordance with Exhibit D attached hereto, estimated to be on or about October 1, 2014 (the “ Target Commencement Date ”), and, unless sooner terminated in accordance with the terms and conditions set forth herein, shall expire on the last day of the one hundred twentieth (120th) full calendar month following the Commencement Date (the “ Expiration Date ”). Notwithstanding the foregoing or anything to the contrary in. this Lease, in no event shall the Commencement Date be later than January l, 2015. Following the Commencement Date, the parties shall promptly execute a Commencement Date Memorandum in the form attached hereto as Exhibit F , wherein the parties shall specify the Commencement Date, the Expiration Date, the final Rentable Area of the Premises, and any changes to the Base Rent schedule set forth on Schedule 1 and Tenant’s Proportionate Share of Excess Operating Expenses.

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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: world of warcraft , warcraft and blizzard entertainment are trademarks or registered trademarks , of blizzard entertainment , inc. , in the u.s. and/or other countries .

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: In consideration of Executive’s performance of the duties set forth in Section 2, the Association shall provide Executive the compensation specified in this Agreement. The Association shall pay Executive a salary of $198,500 per year (“Base Salary”). The Base Salary shall be payable biweekly, or with such other frequency as officers of the Association are generally paid. During the term of this Agreement, the Base Salary shall be reviewed at least annually by the Board or by a committee designated by the Board, and the Association may increase, but not decrease (except for a decrease that is generally applicable to all employees) Executive’s Base Salary. Any increase in Base Salary shall become “Base Salary” for purposes of this Agreement.

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: limitations on protection are those specifically set out in the statute itself — that the insured is legally entitled to recover damages and that the tortfeasor is uninsured. Parents assert that they reasonably expected to recover full coverage based on five vehicles and that if the tortfeasor would have had coverage equal to the five stacked UM coverages, he would have been liable for 15% post-judgment interest. Thus, Parents reason that State Farm should be liable for 15% post-judgment interest. {42} We cannot agree. We do not believe that the legislature intended to hold insurance companies liable for 15% interest on a judgment, above and beyond the recovery limits of the policy, based on the tortious conduct of the tortfeasor. See Stewart, 104 N.M. at 747-48, 726 P.2d at 1377-78 (<HOLDING>). As observed by State Farm, the imposition of Options: A. holding that pecuniary damages are not property damages under insureds policy B. holding that punitive damages could not be granted because punitive damages are a matter of substantive law and substantive state law must yield to federal limitations C. holding that liability insurance policy that expressly excluded coverage for the insureds intentional acts did not cover punitive damages award assessed against the insured and stating in dictum that public policy forbids insurance coverage for punitive damages D. holding that when insureds counsel repeatedly mentioned um policy limits and the jury awarded the policy limit there was reversible error E. holding that the insureds recovery could not exceed the lability limitations of his policy even though punitive damages were appropriate under the um provision

assistant: The best answer is E. holding that the insureds recovery could not exceed the lability limitations of his policy even though punitive damages were appropriate under the um provision
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: handicapped 2) suffered adverse employment action, at least in part, because of the handicap and 3) could safely and substantially perform the essential functions of the job in question.” Miller v. Premier Indus. Corp., 136 Ohio App.3d 662, 737 N.E.2d 594, 599 (Ohio Ct.App.2000) (citations omitted). Disability discrimination, according to the Ohio statute, includes discrimination on the basis of either “a physical or mental impairment that substantially limits one or more major life activities” or “being regarded as having a physical or mental impairment.” Ohio Rev.Code § 4112.01(A)(13). The Ohio statute was modeled after the federal Americans with Disabilities Act (ADA), and Ohio courts look to the ADA and its interpretation by federal courts for g ., 110 F.3d 369, 373 (6th Cir.1997) (<HOLDING>). Ohio courts have also held that lifting Options: A. holding that an employees inability to lift more than 30 to 40 pounds did not substantially limit his ability to engage in ordinary daily activities B. holding that under pwdcra the inability to perform a particular job does not constitute a substantial limitation instead the impairment must significantly restrict an individuals ability to perform at least a wide range of jobs C. holding that similar impairments do not create a genuine issue of material fact as to whether her impairment rendered the plaintiff unable to perform a class of jobs or a broad range of jobs in various classes within a geographical area to which she had reasonable access D. holding that the plaintiffs inability to engage in frequent lifting of more than ten pounds would not significantly restrict her ability to perform a broad range of jobs in various classes E. holding that a lifting restriction of ten pounds did not constitute a physical impairment that substantially limited a major life activity

assistant: The best answer is D. holding that the plaintiffs inability to engage in frequent lifting of more than ten pounds would not significantly restrict her ability to perform a broad range of jobs in various classes
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 with respect to the required approval by Seller's shareholders (which will be delivered at Closing), Seller has all requisite corporate power and authority, and has taken all corporate action necessary, to execute and deliver this Agreement and any Transaction Agreement to which it is a party, to consummate the transactions contemplated on its part hereby and thereby, and to perform its obligations hereunder and thereunder.

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

user: Read the 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 entity or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (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, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Executive and the Corporation acknowledge and agree that: (i) this Agreement replaces in its entirety that certain Change of Control and Severance Agreement between the Executive and the Corporation effective as of March 9, 2014; and (ii) notwithstanding the date of execution, the Effective Date of this Agreement is March 9, 2014.

assistant: Effective Dates
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 for the Indemnification Agreement dated December 9, 2013 and the amendments to the stock option agreements referred to in Section 5.8, this Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein. This Agreement supersedes any and all prior agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any such prior agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of 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 following Terms of Service clause and list all applicable unfairness categories. If none apply, answer with None. Clause: tinder grants you a personal , worldwide , royalty-free , non-assignable , nonexclusive , revocable , and non-sublicensable license to access and use the services .

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: This Guaranty shall not be assigned, in whole or in part, by operation of law or otherwise without the prior written consent of, as applicable, Buyer or the Guarantor, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this Section 12 shall be null and void. This Guaranty shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Guarantor and Buyer and their respective successors and permitted 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 case excerpt and choose the best holding from the options. Case excerpt: ground for difference of opinion” on the issue. A party’s disagreement with the district court’s ruling is insufficient to demonstrate a “substantial ground for difference of opinion.” Central Valley Chrysler-Jeep v. Witherspoon, No. CVF046663RECLJO, 2005 WL 3470653, at *2 (E.D.Cal.2005). The moving party must make “some greater showing.” Napa Community Redevelopment Agency v. Continental Ins. Co., No. C-94-3284 DLJ, 1995 WL 714363, at *3 (N.D.Cal.1995). For example, courts have held this factor is satisfied when there is a lack of binding authority on an issue, which is subject to differing interpretations. See, e.g., Maestri v. Westlake Excavating Co., Inc., 894 F.Supp. 573, 578 (N.D.N.Y.1995); see also, Wells Fargo Bank v. Bourns, Inc., 860 F.Supp. 709, 717 (N.D.Cal.1994) (<HOLDING>). Third, an immediate appeal from the order Options: A. holding that stare decisis is not applicable unless the issue was squarely addressed in a prior decision B. holding that stare decisis does not apply unless the question at issue was squarely addressed in prior decisions C. holding that where the supreme court has expressly left an open question circuit precedent is immaterial and there is no clearly established law for the state court to have unreasonably applied D. recognizing that no federal circuit has addressed the issue E. holding the available precedent left substantial ground for difference of opinion when the issues have not been squarely addressed by the ninth circuit

assistant: The best answer is E. holding the available precedent left substantial ground for difference of opinion when the issues have not been squarely addressed by the ninth circuit
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 FTCA would not preclude liability simply because the act at issue involved the exercise of a uniquely governmental function. The plaintiffs have asked the Court to find a broader analogy for their unlawful entry and search claim, reasoning that private individuals could also be liable if they impermissibly entered and searched another’s home. The plaintiffs are right that private individuals could be liable for entering, searching, and trespassing onto another’s property without permission. However, the broader analogy in this case still would not translate into a tort claim for unlawful entry and search. The Court is simply not free to derive analogs from instances where only state law enforcement officers would be liable under state law. See Olson, 546 U.S. at 46, 126 S.Ct. 510 (<HOLDING>). Rather, the Court finds that the appropriate Options: A. holding section 1010215 does not waive governmental immunity merely because a governmental action falls within the listed governmental functions thus further inquiry under the act is necessary B. holding that removal to federal court does not waive tribal sovereign immunity C. holding that a state may waive its sovereign immunity D. holding governmental immunity is no defense to contractual liability E. holding that the federal government does not waive its immunity where there is no private counterpart even when uniquely governmental functions are involved

assistant: The best answer is E. holding that the federal government does not waive its immunity where there is no private counterpart even when uniquely governmental functions are involved
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 consideration of Executive's performance of the responsibilities and duties set forth in this Agreement, the Bank will provide Executive the compensation specified in this Agreement. The Bank will pay Executive a salary of $220,000 per year (" Base Salary "). Such Base Salary will be payable in accordance with the customary payroll practices of the Bank. During the term of this Agreement, the Board may consider increasing, but not decreasing (other than a decrease which is applicable to all senior officers of the Bank and in a percentage not in excess of the percentage decrease for other senior officers), Executive's Base Salary as the Board deems appropriate. Any change in Base Salary will become the "Base Salary" for purposes of this Agreement.

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 legal provision and list the applicable contract clause categories. Provision: The Loan Documents are not subject to any right of rescission, set‑off, counterclaim or defense by Borrower, any Individual Borrower or Guarantor including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable, and no Individual Borrower nor Guarantor has asserted any right of rescission, set‑off, counterclaim or defense with respect thereto.

assistant: Enforceability
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 or obligation under this Agreement and the other Loan Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that provision shall be deemed severed from the Loan Documents and the validity, legality and enforceability of the remaining provisions or obligations shall remain in full force as though the invalid, illegal, or unenforceable provision had never been a part of the Loan Documents, provided , however , that if the rate of interest or any other amount payable under the Note or this Agreement or any other Loan Document, or the right of collectability therefor, are declared to be or become invalid, illegal or unenforceable, each Lender’s obligations to make advances under the Loan Documents shall not be enforceable by Borrower.

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

user: Read the legal provision and list the applicable contract clause categories. Provision: The Master Trust will pay all expenses to perform its obligations under this Agreement and the Depositor’s reasonable expenses to perfect the Depositor’s interest in the Master Trust Transferred Property transferred by the Master Trust to the Depositor and to enforce the Master Trust’s obligations under this Agreement.

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: Subject to the terms and conditions of this Agreement, from time to time, at the request of any Party and without additional consideration, each other Party shall execute and deliver to such requesting Party such documents and take such other action as such requesting Party may reasonably request in order to consummate the transactions contemplated by this Agreement.

assistant: Further Assurances
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: From the Effective Date, the Executive will be entitled to receive a base salary (“ Base Salary” ) at a rate of US$550,000 per annum, payable in accordance with the Company’s payroll practices and applicable law. If the rate of Base Salary per annum paid to Executive is increased during the Term of Employment, such increased rate will thereafter constitute the Base Salary for all purposes of this Agreement. Base Salary will not be decreased during the Term of Employment without the mutual consent of Executive and the Company.

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 legal provision and list the applicable contract clause categories. Provision: The Borrower shall pay all reasonable costs and expenses of the Administrative Agent within ten Business Days notice thereof in connection with the preparation, negotiation, execution and delivery of this Agreement, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for the Administrative Agent with respect thereto.

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

user: Read the case excerpt and choose the best holding from the options. Case excerpt: In doing so, the district court thoroughly addressed the nature and circumstances of Resendiz’s offense. Although the district court did not explicitly address counsel’s arguments regarding his family, work history and lack of criminal history prior to imposing sentence, the district court clearly listened to counsel’s arguments and did state that it considered Resendiz’s advisory Guidelines range, which included Resendiz’s category I criminal history, but found that a sentence in the middle of that range was appropriate. Having expressly indicated that it considered the Guidelines and the nature and circumstances of Resendiz’s crime in fashioning an appropriate sentence, the district court undertook a sufficient § 3553(a) analysis in sentencing Re-sendiz. Cf. Johnson, 445 F.3d at 345 (<HOLDING>). We conclude that the district court did not Options: A. holding that nothing in booker or elsewhere requires the district court to state on the record that it has explicitly considered each of the 3553a factors or to discuss each of the 3553a factors B. holding that sentence is reasonable when the district court properly addresses sentencing factors of 3553a C. holding that appellate court review sentences for unreasonableness in light of the 3553a factors D. recognizing that many of the 3553a factors are already incorporated into any guidelines determination and the 3553a factors can themselves overlap E. holding that the district court is not required to state on the record that it has explicitly considered each of the 3553a factors or to discuss each of the 3553a factors

assistant: The best answer is D. recognizing that many of the 3553a factors are already incorporated into any guidelines determination and the 3553a factors can themselves overlap
system: You are a legal assistant. Answer concisely and accurately. When legal text is provided, rely on it and do not invent facts.

user: Read the case excerpt and choose the best holding from the options. Case excerpt: v. Moffet, 233 Minn. 330, 332, 46 N.W.2d 792, 793 (1951). In some situations, the necessary part performance may be established by taking possession and making payment. Formanek v. Langton, 271 Minn. 59, 63-64, 134 N.W.2d 883, 886 (1965). The underlying principle is that, when one of the contracting parties has relied on an oral agreement to such an extent that it would be a fraud on the part of the other contracting party to void the agreement, equity will make that agreement an exception to the statute of frauds. See, e.g., Hecht v. Anthony, 204 Minn. 432, 435, 283 N.W. 753, 754 (1939). The mere act of taking possession of land, however, is insufficient to avoid application of the statute of frauds. Hatlestad v. Mut. Trust Life Ins. Co., 197 Minn. 640, 648, 268 N.W. 665, 669 (1936) (<HOLDING>). The purchaser must also make valuable Options: A. holding that k no wing possession can be demonstrated by proof of either actual or constructive possession B. recognizing innocent possession defense to a charge of criminal weapons possession C. holding that a lessors interest can only be subject to liens arising from improvements performed on the leased property if the lease required the improvements or if under judicial interpretation the improvements were the pith of the lease D. holding that the doctrine of part performance ordinarily can be successfully invoked if the vendee took possession of the land and made valuable improvements but noting that mere possession is usually insufficient E. holding that possession of a pistol in public requires knowing possession

assistant: The best answer is D. holding that the doctrine of part performance ordinarily can be successfully invoked if the vendee took possession of the land and made valuable improvements but noting that mere possession is usually insufficient
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: Grantee shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the vesting or award of the Stock Units. Alternatively, the Company may, at Grantee’s election, withhold a number of shares otherwise deliverable having a Fair Market Value sufficient to satisfy the statutory minimum of all or part of Grantee’s estimated total federal, state, and local tax obligations associated with the vesting or award of the Stock Units.

assistant: Tax Withholdings