alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
10415.

#### Carroll *v.*Carman.

Decided November 26, 1919.

Distraint; from DeKalb superior court—Judge Smith. February 7, 1919.

*Alonzo Field, Carl T. Eudgms,*for plaintiff in error.

*L. B. Norton, G. M. Lancaster, rW. S. Dillon,*contra.

Jenkins, P. J.

1. The excerpts from the charge of the court, that “patent defects are not covered by a general express warranty, unless intended to be covered,” and that “the burden of keeping the premises in.repair is generally on the landlord; but if in any case the tenant could recoup as against the rent damages flowing from patent defects existing at the time of the renting and as to the existence of which both parties had equal opportunities of informing themselves, he can not do so where it appears the landlord was not notified to repair or notified of the defect,” are not subject to the criticism that they were “not authorized by the pleadings or by the evidence.” These were correct statements of principles of law. Civil Code (1910), §4140; *Henley*v. *Brockman,*124 *Ga.*1059 (5) 1061 (53 S. E. 672); *Weyman*v. *Maynard,*24 *Ga. App.*94 (2) (100 S. E. 25), and cases cited. Some ol the alleged defects, if they existed at all, must necessarily, under the evidence and from their very nature, have been patent.

2. The evidence, though conflicting, was sufficient to authorize the verdict, which has the approval of the trial judge, and no reason appears why the verdict should be set aside.

*Judgment affirmed.*

*Stephens, J., concurs. Smith, J., 'disqualified.*
11 TH COURT OF APPEALS
EASTLAND , TEXAS
JUDGMENT

John Anthony Sanchez
, * From the 70 th District Court of Ector County, Trial Court No. A

- 18

- 1478

- CR

.

Vs. No. 11

- 2 1

- 00 2 59

- CR * July 20 , 20 2 3

The State of Texas
, * Memorand um Opinion by Bailey
, C. J. (P anel consists of: Bailey , C.J., Trotter , J. , and W illiams, J. )

This court has inspected the record in this cause and concludes that there is no error in the judgment below. Therefore, in accordance with this court ’ s opi nion, the judgment of the trial court is in all things affirmed.
<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets and consolidated statements of operations found on
pages 1 and 2 of the Company's Form 10-Q for the six months ended June 30, 1997,
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           3,974
<SECURITIES>                                         0
<RECEIVABLES>                                    3,815
<ALLOWANCES>                                   (2,893)
<INVENTORY>                                      2,283
<CURRENT-ASSETS>                                 7,789
<PP&E>                                           7,970
<DEPRECIATION>                                 (6,891)
<TOTAL-ASSETS>                                   9,216
<CURRENT-LIABILITIES>                            4,160
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                           135
<OTHER-SE>                                       4,921
<TOTAL-LIABILITY-AND-EQUITY>                     9,216
<SALES>                                          3,311
<TOTAL-REVENUES>                                 3,311
<CGS>                                            4,490
<TOTAL-COSTS>                                    4,490
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   150
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                (4,563)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (4,563)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (4,563)
<EPS-PRIMARY>                                   (0.34)
<EPS-DILUTED>                                   (0.34)
        

</TABLE>
<PAGE>

                                  Exhibit 10 R
                                  ------------

                   Amendment to Executive Employment Agreement
                            with Edward J. Kelly, III

<PAGE>

                                                                    Exhibit 10 R

                   AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

         This Agreement, entered into as of February 21, 2002, amends the
Executive Employment Agreement dated February 2, 2001 by and between Mercantile
Bankshares Corporation, Mercantile-Safe Deposit and Trust Company and Edward J.
Kelly, III.

         The first sentence of the last paragraph of Section 8 of the Executive
Employment Agreement is hereby amended to read as follows:

                  "In the event that Employer terminates Executive's employment
                  without good cause during the original or any extended term of
                  this Agreement, all benefits (including salary) to Executive
                  provided for in this Agreement shall continue until the
                  expiration of the remaining term of this Agreement".

         As so amended, the Executive Employment Agreement remains in full force
and effect.

         IN WITNESS WHEREOF, the parties have executed this instrument as of
February 21, 2002.

WITNESS:

/s/ Alan D. Yarbro                       /s/ Edward J. Kelly, III        (SEAL)
---------------------                    --------------------------------
ALAN D. YARBRO                           EDWARD J. KELLY, III

ATTEST:                                  MERCANTILE BANKSHARES
                                         CORPORATION

/s/ Alan D. Yarbro                       By: /s/ Jack E. Steil           (SEAL)
---------------------                       -----------------------------
ALAN D. YARBRO                              JACK E. STEIL
Secretary                                   Executive Vice President

<PAGE>

ATTEST:                                     MERCANTILE-SAFE DEPOSIT AND
                                             TRUST COMPANY

/s/ Alan D. Yarbro                          By: /s/ J. Marshall Reid      (SEAL)
-----------------------                         --------------------------
ALAN D. YARBRO                                  J. MARSHALL REID
Secretary                                       President

                                        2
<PAGE>   1
                                                                     Exhibit 5.1



                               PALMER & DODGE LLP
                                ONE BEACON STREET
                           BOSTON, MASSACHUSETTS 02108

Telephone: (617) 573-0100                             Facsimile: (617) 227-4420


                                  May 14, 1998


Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana  70808

         We are rendering this opinion in connection with the Registration
Statement on Form S-3 (the "Registration Statement") filed by Lamar Advertising
Company (the "Company") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, on or about the date hereof. The
Registration Statement relates to the registration of 1,000,000 shares (the
"Class A Shares") of the Company's Class A Common Stock, $0.001 par value,
offered for sale by a certain stockholder of the Company listed therein.

         We have acted as your counsel in connection with the preparation of the
Registration Statement and are familiar with the proceedings taken by the
Company in connection with the authorization and issuance of the shares of Class
B Common Stock, $0.001 par value (the "Class B Shares"), which will convert into
the Class A Shares and the authorization of such Class A Shares. We have
examined all such documents as we consider necessary to enable us to render this
opinion.

         Based upon the foregoing, we are of the opinion that the Class B Shares
have been duly authorized and validly issued and are fully paid and
nonassessable, and that the Class A Shares have been duly authorized and, upon
conversion of the Class B Shares in the manner contemplated by the Registration
Statement, will be validly issued, fully paid and non-assessable.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under "Legal Matters."

                                                     Very truly yours,



                                                     /s/ Palmer & Dodge LLP
#### Margaret Lainfiesta, Plaintiff, *v.*Livingston M. Sturges, Defendant.

(Supreme Court, New York Special Term,

June, 1919.)

Pleading — liberal construction of — motion for judgment *on*— demurrer— answer—Code Civ. Pro. § 519.

Under the rule of liberal construction prescribed by section 519 of the Code of Civil Procedure an amended complaint which pleads that defendant asked plaintiff “to marry him within a reasonable time thereafter and the plaintiff then agreed to marry said defendant within a reasonable time thereafter” alleges mutual promises, and defendant’s motion for judgment on the pleadings, after demurrer to the complaint for insufficiency, will be denied and plaintiff’s cross-motion for like relief will be granted with leave to defendant to withdraw his demurrer and serve an answer.

Separate motions by each of the parties for judgment on the pleadings.

Burger & Burger, for plaintiff.

Robert Brenton Olsen, for defendant.

Giegerich, J.

The plaintiff and the defendant both move for judgment on the pleadings, consisting of an amended complaint and a demurrer thereto, upon the *459ground of insufficiency. The amended complaint alleges, among other things, that the defendant asked the plaintiff *“*to marry him within a reasonable time thereafter, and the plaintiff then agreed to marry said defendant within a reasonable time thereafter.” The question is whether there is mutuality of promises, it being claimed on behalf of the defendant that there is no such mutuality, reliance being placed upon *Smyth*v. *Greacen,*100 App. Div. 275, and *Hughes*v. *Walter,*63 Misc. Rep. 199. It seems to me that in the present case the complaint, when given the liberal construction which the Code of Civil Procedure (§ 519) prescribes it shall be given, does allege a promise on both sides. Shortly stated, the complaint alleges that the defendant asked the plaintiff to marry him and she agreed to marry him. I think these allegations by fair intendment allege an offer on his part and an acceptance on her part, which constitutes the most common form of contract. The cases cited on behalf of the defendant do not support his contention. In the *Smyth*case the court held that the only promise of the defendant which was alleged was that he would marry the plaintiff on his own request, which of course amounted to nothing more than an option. In the *Hughes*case I pointed out that the promise alleged was that the defendant would marry the plaintiff on her request, aud that when the plaintiff made that request the defendant’s obligation to marry her immediately arose. The defendant’s motion is therefore denied, and the plaintiff’s cross-motion granted, with ten dollars costs, with leave to the defendant to withdraw his demurrer and to answer within twenty days after service of a copy of the order to be entered hereon, with notice of entry thereof, and upon payment of such costs.

Ordered accordingly.
OSHKOSH TRUCK
CORPORATION
(a Wisconsin corporation) 



		
	2004 Incentive Stock and Awards Plan
	Stock Option Award







[Participant]: 



[Participant Address]: 



Oshkosh Truck Corporation (the
“Company”) and you hereby agree as follows: 



You have been granted Options to
purchase shares of Common Stock of the Company under the Oshkosh Truck Corporation 2004
Incentive Stock and Awards Plan (the “Plan”) with the following terms and
conditions: 



Grant Date: 



Type of Options: 



Number of Shares: 



Exercise Price per Share: 



Expiration  Date:   Ten
years and one month after the Grant Date,  unless  terminated  earlier as  described  in
the Plan or this Award Agreement. 



Vesting Schedule: 



	Number of Shares
	Vesting Date

	
One-third of Option Shares	1st anniversary of Grant Date
	One-third of Option Shares	2nd anniversary of Grant Date
	One-third of Option Shares	3rd anniversary of Grant Date






Your Options will become fully vested
if you terminate employment or service as a result of death, Disability or Retirement. In
the case of Retirement, these Options shall expire at the earlier of their stated
Expiration Date or three (3) years after the date of Retirement. 



Manner of Exercise: You may
pay the exercise price and any attributable tax for an Option in one or more of the
following forms: (i) a check payable to the order of the Company for the purchase price of
the shares being purchased; (ii) delivery of shares of Common Stock (including by
attestation) that you have owned for at least six (6) months and that have a Fair Market
Value (determined on the date of delivery) equal to the exercise price of the shares being
purchased and any attributable tax; (iii) delivery (including by facsimile) to the Company
of an executed irrevocable option exercise form together with irrevocable instructions, in
a form acceptable to the Company, to a broker-dealer to sell a sufficient portion of the
shares of Common Stock issuable upon exercise of this Option and deliver the sale proceeds
directly to the Company to pay for the exercise price and any attributable tax, or (iv) by
any combination of (i), (ii) and (iii). 














This Award is granted under and
governed by the terms and conditions of the Plan. Additional provisions regarding your
Options and definitions of capitalized terms used and not defined in this Award Agreement
can be found in the Plan a copy of which is attached hereto. 



IN WITNESS WHEREOF, the Company has
caused this Award Agreement to be duly executed, and you have executed this Award
Agreement, all as of the day and year first above written. 



		
		OSHKOSH TRUCK CORPORATION
		

By: ___________________________
		            Name and Title [Typed]
		

Accepted:
		

By: ____________________________
		            Participant Name [Typed]








2
<PAGE> 1

                               Independent Auditors' Consent
                               -----------------------------

The Board of Directors
Mercantile Bancorporation Inc.:

We consent to the incorporation by reference in the Registration Statements
No. 2-78395, No. 33-15265, No. 33-33870, No. 33-35139, No. 33-43694,
No. 33-48952, and No. 33-57543, each on Form S-8, and No. 33-45863,
No. 33-52986, No. 33-50579, No. 33-50981, No. 33-55439, No. 33-56603,
No. 33-58467, No. 33-63609, No. 33-65087, No. 333-09803, and No. 333-17757,
each on Form S-4, of Mercantile Bancorporation Inc. of our report dated
January 15, 1997, relating to the consolidated balance sheets of Mercantile
Bancorporation Inc. and subsidiaries as of December 31, 1996, 1995, and 1994,
and the related consolidated statements of income, changes in shareholders'
equity, and cash flows for each of the years in the three-year period ended
December 31, 1996, which report appears in the Annual Report on Form 10-K
of Mercantile Bancorporation Inc. for the fiscal year ended December 31, 1996.


/s/ KPMG Peat Marwick LLP
--------------------------
KPMG Peat Marwick LLP

St. Louis, Missouri
February 20, 1997
<PAGE>   1



                                                                    EXHIBIT 23.8

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


         As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 20, 1998, on the financial statements of Patterson Broadcasting, Inc. and
subsidiaries, included in or made part of Capstar Broadcasting Corporation's
Registration Statement on Form S-1 (File No. 333-48819), as amended on May 26,
1998, and to all references to our Firm included in this registration statement.



                                                     /s/ Arthur Andersen LLP

                                                     ARTHUR ANDERSEN LLP



Dallas, Texas
August 31, 1998
**Exhibit10.43**

**SEVERANCE AGREEMENT AND RELEASE**

**RECITALS**

ThisSeverance Agreement and Release ("**Agreement**") is made by and betweenChristopher J. Conway ("**Employee**") and Mentor Corporation("**Company**") (collectively referred to as the"**Parties**"):

WHEREAS, Employee was employed by the Company;

WHEREAS, the Company granted Employee options to purchase the Company'scommon stock (the "**Options**") under one or several of the Company's stockoption plans (the "**Plans**") and each such Option is evidenced by an optionagreement executed by Employee and the Company (the "**OptionAgreements**";

WHEREAS, Employee resigned his employment with Company on or aboutFebruary 16, 2005 (the "**Resignation Date**");

WHEREAS, the Employee, on or about the Resignation Date, has submittedhis written resignation from all Board of Director positions to which he hasbeen appointed and/or or elected;

WHEREAS, the Parties, and each of them, wish to resolve any and alldisputes, claims, complaints, grievances, charges, actions, petitions anddemands that either party may have against the other, including, but not limitedto, any and all claims arising or in any way related to Employee's employmentwith, or separation from, the Company;

NOWTHEREFORE, in consideration of the promises made herein, the Parties herebyagree as follows:

**COVENANTS**

1.         Consideration.  Upon the Effective Date (as defined in Section 25)of this Agreement, Employee will be entitled to the following:

(a)     Severance Pay.  The Companyagrees to pay Employee severance pay in an amount equal to Twenty-Four (24)months' base salary rate as of the Resignation Date, plus one (1) month basesalary rate for each year of service with the Company.  Said severancepayment (in the total amount of Sixty (60) months' base salary) shall be paidwithin fifteen (15) days after the Effective Date in one lump sum payment, lessapplicable withholdings, of this Agreement. 

(b)     Options.  Employee will receiveaccelerated vesting with respect to any unvested and unexpired stock optionspreviously granted to the Employee under the Plans and Option Agreements andexercisable pursuant to Section 5 of the Option Agreements.  At thedirection of the Employee, the Company agrees to diligently work with theEmployee with respect to any ordinary disposition of shares and unexercisedoptions.  Except as expressly stated herein, the Options will beexercisable in accordance with the terms of the Plan and the OptionAgreements.  

----
METRO-TEL CORP.
                                  [Letterhead]
August 29, 1996


Mr. Richard Wildman
210 Likely Dr.
Alamo, CA 94507

Dear Dick:

It was a pleasure to meet with you and discuss  your views on how you could help
Metro Tel improve its future growth.  Your impression on my board was favorable.
Therefore,  we would  like to have you join us at Metro Tel and I would  like to
set forth in this letter certain matters about the position we discussed.

POSITION - The position  carries the title of "Executive  Vice  President".  You
will be  reporting  to me and to the  Metro Tel  Board of  Directors.  All other
employees  of Metro Tel will  report to you.  Of  course,  as with  those  other
employees, your service with the Company is at the Boards discretion.

RESPONSIBILITIES  - Your  responsibilities  will  be to  direct  the  day to day
operations of the company with special emphasis on sales and marketing.

COMPENSATION - You will start with an initial salary of $125,000 per year,  plus
you will  receive  options to  purchase  25,000  shares of Metro Tel  stock,  in
accordance  with  the  Metro  Tel's  employee  stock  option  plan,  at a  price
equivalent  to the market price set on the close of business of the first day of
your employment. In addition, your salary will be increased to $150,000 per year
on July 1, 1997 and an additional  option to purchase 25,000 shares of Metro Tel
stock will be awarded to you in accordance  with the employee stock option plan,
at a price  equivalent  to the market price on the close of business on June 30,
1997.

As an  incentive,  a $5000  bonus will be awarded to you,  should  you,  by your
efforts,  increase  Metro Tel's second half fiscal 1997 (Jan 97 - June 97) sales
by $250,000  over the second half of fiscal 1996.  An  additional  $5000 will be
awarded  to you if you also  increase  sales by  $250,000  for the first half of
fiscal 1998 (July 97-Dec 97 ) over the comparable period of fiscal 1997.

In addition,  should sales increase by $500,000 for the total period from Jan 97
to Dec 97 over the previous  year's  comparable  period,  an additional  $10,000
bonus will be  awarded to you.  All bonus  awards are  payable  during the month
following the end of period.

Not included in the above bonus  calculations is a pending  contract from GTE on
the  RTS-1  and the  ARONTS  system,  unless  you  contribute  substantially  to
increasing the quantities specified on the current proposals.




<PAGE>


Should your performance continue to be satisfactory,  at some time no later than
July 1, 1998, you will be named President of Metro Tel Corp.

All other employee benefits will be extended to you, including  participation in
the Metro Tel profit sharing plan, 401K plan and hospitalization plan.

I believe the above accurately reflects the matters we discussed.  Your response
to the foregoing should be communicated to me by Tuesday, September 3, 1996.

I look forward to having you join Metro Tel Team.

Sincerely,

Metro Tel Corp.


/s/ Venerando Indelicato

Venerando Indelicato
President



                                       -2-
108TH CONGRESS

2D SESSION H. R. 4317

AN ACT

To name the Department of Veterans Affairs outOutpatient Clinic’’. ‘‘Charles Wilson Department of Veterans Affairs patient clinic located in Lufkin, Texas, as the

108TH CONGRESS

2D SESSION H. R. 4317

AN ACT

To name the Department of Veterans Affairs outpatient clinic located in Lufkin, Texas, as the ‘‘Charles Wilson Department of Veterans Affairs Outpatient Clinic’’.

1 Be it enacted by the Senate and House of Representa2 tives of the United States of America in Congress assembled,
2

•HR 4317 EH

1 SECTION 1. DESIGNATION.

2 The Department of Veterans Affairs outpatient clinic

3 located in Lufkin, Texas, shall after the date of the enact4 ment of this Act be known and designated as the ‘‘Charles

5 Wilson Department of Veterans Affairs Outpatient Clin6 ic’’.

7 SEC. 2. REFERENCES.

8 Any reference to such outpatient clinic in any law,

9 regulation, map, document, record, or other paper of the

10 United States to the clinic referred to in section 1 shall

11 be deemed to be a reference to the ‘‘Charles Wilson De12 partment of Veterans Affairs Outpatient Clinic’’.

Passed the House of Representatives June 1, 2004.

Attest:

Clerk.