Prompt: What is the best breed of dog for hunting chukar in Utah?

Response:
When it comes to hunting chukar in Utah, there are several dog breeds that are well-suited for the task. Here are some popular options:

1. German Shorthaired Pointer: The German Shorthaired Pointer is a versatile hunting breed that is well-suited for hunting chukar. They have a strong prey drive, excellent scenting ability, and are known for their endurance and athleticism.

2. Brittany: The Brittany is a medium-sized hunting breed that is popular for hunting upland game birds like chukar. They are known for their natural hunting instincts, intelligence, and trainability.

3. English Setter: The English Setter is a graceful and elegant hunting breed that is well-suited for hunting chukar. They are known for their excellent scenting ability, endurance, and calm disposition.

4. Weimaraner: The Weimaraner is a large and powerful hunting breed that is well-suited for hunting chukar. They have a strong prey drive, excellent scenting ability, and are known for their loyalty and devotion to their owners.

5. Vizsla: The Vizsla is a versatile hunting breed that is well-suited for hunting chukar. They are known for their endurance, athleticism, and loyalty to their owners.

Ultimately, the best breed of dog for hunting chukar in Utah will depend on your individual preferences, hunting style, and specific needs. It's important to do your research and choose a breed that is well-suited for the type of hunting you plan to do.


Prompt: Как называются бабочки на латыни?

Response: Ба́бочки или Чешуекры́лые лат. Lepidóptera, от др.-греч. λεπίς, род. п. λεπίδος — чешуя и πτερόν — крыло


Prompt: Да, пожалуйста.

Response: Википедия сообщает, что Yggdrasil — сетевой протокол и его реализация, с помощью которого можно создать mesh-сеть, которая будет работать в оверлейном режиме, позволяя создать приватную сеть поверх Интернета. Реализация сети Yggdrasil это попытка воплотить концепцию нулевой настройки сетей — пользователю не нужно знать маршруты, нужно только добавить в конфиг-файл адреса известных публичных пиров — всё должно работать сразу из коробки и должно масштабироваться.


Prompt: Nun such dir einen der Vornamen und einen der Nachnamen aus und schreibe einen kurzen Reim, wo dieser Name vorkommt.

Response:
Hallo, ich bin Andre Untan,
und traurig, wenn mich andre umfahrn.
Der Grund warum ich heule:
das Auto hat ne Beule!


Prompt:
Clause text:
Subject to compliance with Section 14.08 above, the parties hereto agree that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties hereto shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

What type of clause is this?

Response: Specific Performance


Prompt:
Clause text:
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended, modified, repealed, waived, extended or discharged except by an agreement in writing signed by the party against whom enforcement of such amendment, modification, repeal, waiver, extension or discharge is sought. No person, other than pursuant to a resolution of the Board or a committee thereof, shall have authority on behalf of the Company to agree to amend, modify, repeal, waive, extend or discharge any provision of this Agreement or anything in reference thereto.

What type of clause is this?

Response: Governing Laws


Prompt:
Clause text:
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same Agreement.

What type of clause is this?

Response: Counterparts


Prompt:
Clause text:
Seller hereby sells, transfers, assigns, delivers and conveys to Buyer, its successors and assigns, all of Seller's right, title and interest in, to and under the Personal Property.

What type of clause is this?

Response: Assignments


Prompt:
Clause text:
As of the RSA effective date, Mr. Hartman’s base salary will be reduced to $250,000 per annum. Mr. Brooks and Ms. Snyder will continue receiving their current annualized base salaries of $385,000 and $335,000, respectively. The Company will provide Mr. Hartman with market relocation assistance with respect to his move to the Houston metropolitan area.

What type of clause is this?

Response: Base Salary


Prompt:
Clause text:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. Each First Lien Agent represents and warrants that this Agreement is binding upon the First Lien Secured Parties it represents. The Second Lien Agent represents and warrants that this Agreement is binding upon the Second Lien Secured Parties. Each Permitted Third Lien Representative represent and warrants that this Agreement is binding upon the Permitted Third Lien Secured Parties it represents.

What type of clause is this?

Response: Authorizations


Prompt: Cool, can you implement it in javascript?

Response:
Sure, here's an implementation of the Möller-Trumbore algorithm in JavaScript:
```javascript
function intersectTriangle(ray, triangle) {
  const edge1 = triangle.v2.subtract(triangle.v1);
  const edge2 = triangle.v3.subtract(triangle.v1);
  const h = ray.direction.cross(edge2);
  const a = edge1.dot(h);
  if (a > -EPSILON && a < EPSILON) {
    return false;  // ray is parallel to triangle
  }
  const f = 1.0 / a;
  const s = ray.origin.subtract(triangle.v1);
  const u = f * s.dot(h);
  if (u < 0.0 || u > 1.0) {
    return false;  // intersection point is outside of triangle
  }
  const q = s.cross(edge1);
  const v = f * ray.direction.dot(q);
  if (v < 0.0 || u + v > 1.0) {
    return false;  // intersection point is outside of triangle
  }
  const t = f * edge2.dot(q);
  if (t > EPSILON) {
    return t;  // ray intersects triangle
  } else {
    return false;  // ray misses triangle
  }
}
```
Note that this implementation assumes that you have defined the following vector operations: `subtract`, `cross`, and `dot`.


Prompt: ¿Cuál es la mejor forma de aprender Next.js si ya sé programar?

Response: Aprender a programar depende mucho del estilo de aprendizaje que mejor te funcione. Además, el aprendizaje de programación requiere de entender los conceptos que engloban una tecnología como lo es Next.js, como también es importante practicar lo aprendido realizando pequeños proyectos donde se apliquen lo aprendido.


Prompt: How do I get the power of a number in python?

Response:
To get the power, or exponent of a number in Python, you would need to write the following code:

number = int(input("Enter a number: "))
power = int(input("Enter the exponent: "))
print(number ** power)

In this code, the user is asked to input the number, and the power/exponent to raise the number to. The number is then raised the exponent/power they specified, and then printed on the screen.


Prompt:
Clause text:
This Agreement, together with all schedules hereto, and any Transaction Agreement having the same Parties, constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, representations, warranties, negotiations and discussions, whether oral or written, including the Letter of Intent dated August 9, 2016 between Buyer and Seller and the Non-disclosure Agreement.

What type of clause is this?

Response: Entire Agreements


Prompt:
Clause text:
This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without the prior written approval of the Parent, the Buyer, the Shareholder and the Seller; provided, however, that the Buyer may (i) assign any or all of its rights and interests hereunder to one or more of its affiliates, (ii) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (iii) collaterally assign any or all of its rights and interests hereunder to one or more lenders of the Buyer.

What type of clause is this?

Response: Assignments


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: Isaac Estate v. Matuszynska, 2018 ONCA 177

DATE: 20180223

DOCKET: C62869

Pepall, Lauwers and Huscroft JJ.A.

BETWEEN

Judith
    Isaac as Estate Trustee of the Estate of Glen Michael Isaac, deceased,

Judith
    Isaac in her personal capacity, Darren Isaac, Desiree Chretien,

Alysha
    Bassinette by her litigation guardian Judith Isaac, and

Isabella Rose Wood by her litigation
    guardian Judith Isaac

Plaintiffs (Appellants)

and

Ilona
    Irena Matuszynska
, Jean Lafontaine and

AXA
    Insurance (Canada)

Defendants
    (Respondent)

and

State
    Farm Mutual Automobile Insurance Company

added
    by Order pursuant to Section 258(14) of the

Insurance Act
, R.S.O. 1990 c. I.8, as amended

Third Party (Respondent)

Kevin Egan, for the appellants

Gerard
    Tillmann, for the respondent Ilona Irena Matuszynska

Sonia
    Fabiani and Laura Emmett, for the respondent State Farm Mutual Automobile
    Insurance Company

Heard: May 24, 2017

On appeal from the order of
    Justice Helen A. Rady of the Superior Court of Justice, dated November 2, 2016,
    with reasons reported at 2016 ONSC 3617, and from the costs order dated
    November 2, 2016.

Huscroft J.A.:

OVERVIEW

[1]

On April 14, 2009, Glen Michael Isaac and Jean Lafontaine met at a
    London residence to arrange a drug deal. Lafontaine drove the two of them in a car
    owned by the respondent, Ilona Irena Matuszynska, to a darkened parking lot

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: Isaac Estate v. Matuszynska, 2018 ONCA 177

DATE: 20180223

DOCKET: C62869

Pepall, Lauwers and Huscroft JJ.A.

BETWEEN

Judith
    Isaac as Estate Trustee of the Estate of Glen Michael Isaac, deceased,

Judith
    Isaac in her personal capacity, Darren Isaac, Desiree Chretien,

Alysha
    Bassinette by her litigation guardian Judith Isaac, and

Isabella Rose Wood by her litigation
    guardian Judith Isaac

Plaintiffs (Appellants)

and

Ilona
    Irena Matuszynska
, Jean Lafontaine and

AXA
    Insurance (Canada)

Defendants
    (Respondent)

and

State
    Farm Mutual Automobile Insurance Company

added
    by Order pursuant to Section 258(14) of the

Insurance Act
, R.S.O. 1990 c. I.8, as amended

Third Party (Respondent)

Kevin Egan, for the appellants

Gerard
    Tillmann, for the respondent Ilona Irena Matuszynska

Sonia
    Fabiani and Laura Emmett, for the respondent State Farm Mutual Automobile
    Insurance Company

Heard: May 24, 2017

On appeal from the order of
    Justice Helen A. Rady of the Superior Court of Justice, dated November 2, 2016,
    with reasons reported at 2016 ONSC 3617, and from the costs order dated
    November 2, 2016.

Huscroft J.A.:

OVERVIEW

[1]

On April 14, 2009, Glen Michael Isaac and Jean Lafontaine met at a
    London residence to arrange a drug deal. Lafontaine drove the two of them in a car
    owned by the respondent, Ilona Irena Matuszynska, to a darkened parking lot
    behind a bar in London to rendezvous with the drug dealers. There were two
    additional passengers in Lafontaines car,
Tawnia
    Bailey and Monica Turnbull.

[2]

An argument ensued between Isaac and Lafontaine, and Isaac exited
    Lafontaines car. At some point Isaac smashed the drivers side window of
    Lafontaines car with an unknown object. He then reached inside Lafontaines
    car and was attempting to open the car door and grab the steering wheel. The
    passengers in Lafontaines vehicle thought that Isaac had a wea


Prompt:
Clause text:
All notices, requests and demands to or upon the Collateral Agent or any Granting Party hereunder shall be effected in the manner provided for in Section 11.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice address set forth on Schedule 1 , unless and until such Guarantor shall change such address by notice to the Collateral Agent and the Administrative Agent given in accordance with Section 11.2 of the Credit Agreement.

What type of clause is this?

Response: Notices


Prompt: Can you search the web and fill in the facts about me instead of the abstract XYZ Corp stuff? My name is Elon Musk, I'm kinda famous

Response: I am currently unable to browse the web.


Prompt:
Clause text:
(a) This Guaranty and all covenants made by the Guarantors under the Loan Documents shall, subject to the terms of Section 2 hereof, continue in effect for so long as any Guaranteed Obligation remains outstanding or any Letters of Credit remain outstanding (unless cash collateralized in a manner satisfactory to the applicable Issuing Lender in its sole discretion) or any Lender has any obligation to make any Loan or issue any Letters of Credit and until all of the obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or yield protection as to which no claim has been made) of Guarantors to Guaranteed Parties under this Guaranty are fully and finally performed and discharged in accordance with their terms (and without regard to any extension, reduction or other alteration thereof in any proceeding under the Bankruptcy Code, any other Insolvency Law or any other proceeding described in Section 12.1(g), (h) or (i) of the Credit Agreement); provided, that, notwithstanding the foregoing, the provisions of Section 2 shall survive and continue following any such discharge or termination.

What type of clause is this?

Response: Releases


Prompt: como puedo aprender Pixel Art?

Response: Estudiando diseño gráfico o diseño de videojuegos


Prompt:
Clause text:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes or might constitute material, non-public information.  The Company understands and confirms that the Purchasers will rely on the foregoing representation in effecting transactions in securities of the Company.  All of the disclosure furnished by or on behalf of the Company to the Purchasers regarding the Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.   The Company acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.

What type of clause is this?

Response: Disclosures


Prompt:
Clause text:
All agreements, representations and warranties made herein and in every other Financing Document shall survive the execution and delivery of this Agreement and the other Financing Documents, but shall not survive any termination of this Agreement unless such agreements, representations and/or warranties expressly survive such termination pursuant to their terms.  The provisions of Articles 10 and 11 shall survive the payment of the Obligations (both with respect to any Lender and all Lenders collectively) and any termination of this Agreement and any judgment with respect to any Obligations, including any final foreclosure judgment with respect to any Security Document, and no unpaid or unperformed, current or future, Obligations will merge into any such judgment.

What type of clause is this?

Response: Survival


Prompt: When does the agreement become effective?

Response: 3/30/11


Prompt: How do I clone a repository using git?

Response:
Cloning a repository using git creates a local copy of a remote repository. This allows you to make edits locally rather than directly in the source files of the origin repository.

To clone a repository using git, first open your terminal or Git Bash. Change your current working directory to where you want the cloned directory. Then type git clone followed by pasting the URL of the repository you want to clone. For example: git clone https://github.com/YOUR-USERNAME/YOUR-REPOSITORY. Press Enter to create your local clone.

Is there anything else you would like to know?


Prompt:
Clause text:
This Agreement contains the entire agreement between the Parties with respect to the subject matter hereof, and no oral promises, agreement or warranties affecting it and no prior or subsequent agreement adding to, altering or waiving any term, condition or provision hereof shall be valid and enforceable unless in writing and similarly executed.

What type of clause is this?

Response: Entire Agreements


Prompt:
Clause text:
Subject to Sections 4 and 5 below and the provisions of the Guide and the Plan, amounts payable with respect to the Award will be payable in cash to the Participant following the determination of the Company’s performance, the calculation of the Award pursuant to Schedule A, and approval by the Committee (or the Board, as the case may be) of the payout. Payment shall be made during the 2018 calendar year, but in no event later than March 15, 2018 (the applicable date, the “Payment Date”), provided that, subject to Section 5 below, the Participant is, on the Payment Date, and has been from the first day of the Performance Period through the Payment Date, continuously employed in good standing by the Company or a Subsidiary. No Participant shall have a vested or accrued right to any payment under the Award. For purposes of these terms and conditions, the Participant shall not be deemed to have terminated his or her employment with the Company and its Subsidiaries if he or she is then immediately thereafter employed by the Company or another Subsidiary. Participation in the Plan and receipt of any payments thereunder is expressly conditioned upon the Participant remaining fully compliant with all Company values, principles, agreements, plans, procedures, protocols and policies and all rules contained in the Award Documents. Notwithstanding anything to the contrary set forth herein, to the fullest extent permitted under applicable law, (i) the Company retains the right, in its sole and absolute discretion, to withhold payment and participation from any Participant who violates or has violated any Company value, principle, agreement, plan, procedure, protocol, policy or the rules contained in the Award Documents even if there are no documented performance issues in the Participant’s personnel file and (ii) if the Company has any claim against the Participant for money or assets owed that have not been satisfied by the Participant, the amount otherwise payable pursuant to the Award shall be reduced by any such unpaid claims unless otherwise prohibited by law, including without limitation Section 409A of the Code. The calculation of amounts payable pursuant to the Award with respect to Participants outside of the U.S. will be set forth in the Guide.

What type of clause is this?

Response: Payments


Prompt: When was the first moon landing?

Response: In 1969


Prompt: What countries border Israel?

Response: Israel is bordered by four countries: Lebanon to the north, Syria to the northeast, Jordan to the east, and Egypt to the southwest.


Prompt:
Clause text:
Notwithstanding the foregoing, if Grantee ceases to be a Service Provider prior to the Settlement Date as a result of Grantee’s Disability, Grantee’s PSUs shall become fully vested at the end of the Performance Period based on the number of PSUs that would have been actually earned due to the achievement of one or more performance measures specified in Appendix A, assuming Grantee had continued to be a Service Provider through the Settlement Date.

What type of clause is this?

Response: Disability


Prompt: Give me three tips on how to maintain an RNase-free environment in a lab

Response: Write a curl cli command I can run in Linux to get a stock ticker price.


Prompt:
Clause text:
The Committee shall have full power and authority, subject to the express provisions hereof, to construe and interpret the IMAX LTIP and any Award Document delivered under the IMAX LTIP.

What type of clause is this?

Response: Interpretations


Prompt:
Clause text:
Each Lender appoints the Agent as its Agent under, and irrevocably authorizes the Agent (subject to Section 9.11 ) to take such action on its behalf and to exercise such powers under any Financing Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Without limitation of the foregoing, each Lender expressly authorizes the Agent to execute, deliver, and perform its obligations under each of the Financing Agreements to which the Agent is a party, and to exercise all rights, powers, and remedies that the Agent may have thereunder. As to any matters not expressly provided for by this Agreement, the Agent shall not be required to exercise any discretion or take any action, but shall be required to act, or to refrain from acting (and shall be fully protected in so acting or refraining from acting), upon the instructions of the Required Lenders, and such instructions shall be binding upon all the Lenders and all holders of any Note; provided however , that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement or applicable law. The Agent agrees to give to each Lender prompt notice of each notice given to it by Borrower pursuant to the terms of any Financing Agreement.

What type of clause is this?

Response: Authorizations


Prompt:
Clause text:
This Joinder Agreement is a Loan Document executed in connection with the Credit Agreement. Delivery of an executed counterpart of a signature page of this Joinder Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually  executed  counterpart of this Joinder Agreement.

What type of clause is this?

Response: Miscellaneous


Prompt:
Clause text:
The Group, each Warrantor and the Purchasers will from time to   time execute and deliver all such further documents and instruments and do all acts and things as the other party may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. The Purchasers further agree to assume the obligations undertaken as of the Closing Date by the Group to the former Group employees listed in Schedule X regarding the immigration and work visa status of such employees, so long as such employees are employed by the Purchasers.

What type of clause is this?

Response: Further Assurances


Prompt: If you could assign flavors to various colors, what flavor would blue be?

Response:
If we were to assign flavors to various colors, it's important to note that this is a subjective exercise and can vary depending on personal experiences and cultural context. There is no scientific basis for associating flavors with colors, but it's an interesting thought experiment nonetheless.

That being said, when thinking of a flavor that could be associated with the color blue, some people might think of blueberry or raspberry, since those fruits are commonly associated with the color blue. Others might associate blue with a cooling minty flavor, like peppermint or spearmint.

It's worth mentioning that the association of colors with flavors can vary depending on personal experiences and cultural context. For example, in some cultures, the color blue might be associated with flavors like lavender, which has a floral and slightly sweet taste.

In summary, if we were to assign flavors to colors, blue could be associated with a range of flavors depending on personal experiences and cultural context. However, it's important to remember that this is just a hypothetical exercise and colors do not inherently have flavors.


Prompt:
Clause text:
The Company shall reimburse the Executive for all expenses reasonably and actually incurred in accordance with policies which may be adopted from time to time by the Company.

What type of clause is this?

Response: Expenses


Prompt: Create a story about a talking cat named Fluffball who teaches magic to young wizards. Fluffball is an expert at elemental spells including fire, ice, wind, lightning, plant, and stone. Fluffball does not like to be petted.

Response: Fluffball was a legend among the great wizards. Its furry name making it into the history books. Luckily for the young apprentices of the wizardy arts, it shared its infinite feline knowledge with its trainees. Meows that roared in gusts of wind, spitting fluffy fireballs and ice balls, plants and stone growing left and right at the swing of its mighty tail. But no matter how much people wanted to get a pet at his majestic fluffiness, because a great wizard never gets itself petted.


Prompt:
Clause text:
During the Term (as defined below), Executive will serve as Chief Executive Officer of the Company, reporting to the Board of Directors, and assuming and discharging such responsibilities as are commensurate with Executive’s position. During the Term, Executive will provide services in a manner that will faithfully and diligently further the business of the Company and will devote a substantial portion of Executive’s business time, attention and energy thereto. Notwithstanding the foregoing, nothing in this Agreement shall restrict Executive from managing his investments, other business affairs and other matters or serving on civic or charitable boards or committees, provided that no such activities unduly interfere with the performance of his obligations under this Agreement, provided that Executive shall honor the non-competition and non-solicitation terms as per Section 16 below. During the Term, Executive agrees to disclose to the Company those other companies of which he is a member of the Board of Directors, an executive officer, or a consultant.

What type of clause is this?

Response: Duties


Prompt: Desde la perspectiva de un abogado de éxito, necesito que elabores una demanda civil, basada en la legislación chilena, tomando en cuenta los tratados de Derechos Humanos con la siguiente información:

Response: Como abogado exitoso, estoy preparado para elaborar una demanda civil basada en la legislación chilena y en los tratados de Derechos Humanos pertinentes. Para ello, necesito información básica sobre el caso en cuestión, como el nombre de la parte demandante y demandada, los hechos que se aleguen, los daños y perjuicios sufridos, los documentos y pruebas que se aporten, etc. Si me proporciona todos estos detalles, estaré preparado para elaborar una demanda civil que refleje los derechos de los involucrados de acuerdo con la legislación chilena y los tratados de Derechos Humanos.


Prompt:
Clause text:
No statement, information, report, representation, or warranty made by Debtor in the Loan Documents or furnished to Lender in connection with the Loan Documents or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to Debtor which could reasonably be expected to have a Material Adverse Effect that has not been disclosed in writing to Lender.

What type of clause is this?

Response: Disclosures


Prompt:
Clause text:
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.  However, before a required disclosure, the Asset Representations Reviewer, if permitted by law, regulation, rule or order, will use its reasonable efforts to provide the Issuer and the Servicer with notice of the requirement and will cooperate, at the Servicer's expense, in the Issuer's and the Servicer's pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.  If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

What type of clause is this?

Response: Disclosures


Prompt:
Clause text:
If the Administrator, in its discretion, decides to grant an Award intended to qualify as “performance-based compensation” under Code Section 162(m), the provisions of this Section 11 will control over any contrary provision in the Plan; provided, however, that the Administrator may in its discretion grant Awards that are not intended to qualify as “performance-based compensation” under Code Section 162(m) to such Participants that are based on Performance Goals or other specific criteria or goals but that do not satisfy the requirements of this Section 11.

What type of clause is this?

Response: General


Prompt:
Clause text:
Any Notice will be executed by an Authorized Officer in a writing delivered to the Administrative Agent.  The Administrative Agent, any Lender or any Issuing Bank will not have any obligation to verify the veracity of any such Notice nor will the Administrative Agent, any Lender or any Issuing Bank incur any liability to the Borrower in acting upon any Notice that the Administrative Agent believes in good faith to have been given by a duly authorized officer or other Person authorized on behalf of the Borrower.  Each delivery of a Notice will constitute a representation and warranty that as of the date of any Credit Extension (both immediately before and immediately after such Credit Extension) the conditions contained in Section 3.2 have been satisfied.

What type of clause is this?

Response: Notices


Prompt:
Clause text:
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent required or requested by any regulatory authority purporting to have jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable Requirements of Law or by any subpoena or similar legal process; (d) to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any other Credit Document or any Rate Management Agreement or any Cash Management Agreement or any action or proceeding relating to this Agreement or any other Credit Document or any Rate Management Agreement or any Cash Management Agreement or the enforcement of rights hereunder or thereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section 10.11 , to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement or (ii) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (g) on a confidential basis, to (i) any rating agency in connection with the Borrower or its Subsidiaries or the facilities created hereunder or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance monitoring of CUSIP numbers with respect to the facilities created hereunder; (i) with the consent of the Borrower; or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 10.11 or (y) becomes available to the Administrative Agent, any Lender or any of their respective Affiliates on a nonconfidential basis from a source other than the Borrower.

What type of clause is this?

Response: Confidentiality


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: R. v. Osman, 2016 ONCA 64

DATE: 20160122

DOCKET: C60874

Weiler, Tulloch and Brown JJ.A.

BETWEEN

Her Majesty the Queen

Respondent

and

Isman Mohamed Osman

Appellant

Eva Taché-Green, for the appellant

Brock Jones, for the respondent

Heard and released orally: January 20, 2016

On appeal from the sentence imposed on March 5, 2015 by
    Justice Paul B. Kane of the Superior Court of Justice, sitting without a jury.

ENDORSEMENT

[1]

The appellant seeks leave to appeal sentence and, if leave is granted,
    appeals his sentence of eight years. The appellant, who was 25 years old at the
    time, was convicted of six counts of robbery during a one-month period, attempted
    robbery (s. 462(a)), conspiracy to commit robbery (s. 465(c)) and flight from
    police.

[2]

In sentencing the appellant, the trial judge rejected the defence
    position that the robberies were part of a crime spree and that concurrent
    sentences should be imposed. He arrived at a total sentence of 21.5 years,
    which he adjusted to an eight-year global sentence after applying the principle
    of totality. The appellant was then given credit for 17 months pre-trial
    custody on a 1.5 to 1 basis.

[3]

The issues on appeal are whether the trial judge erred in principle in
    imposing consecutive sentences, whether he properly took into account
    rehabilitation and whether the overall sentence was fit.

[4]

The appellants first

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: R. v. Osman, 2016 ONCA 64

DATE: 20160122

DOCKET: C60874

Weiler, Tulloch and Brown JJ.A.

BETWEEN

Her Majesty the Queen

Respondent

and

Isman Mohamed Osman

Appellant

Eva Taché-Green, for the appellant

Brock Jones, for the respondent

Heard and released orally: January 20, 2016

On appeal from the sentence imposed on March 5, 2015 by
    Justice Paul B. Kane of the Superior Court of Justice, sitting without a jury.

ENDORSEMENT

[1]

The appellant seeks leave to appeal sentence and, if leave is granted,
    appeals his sentence of eight years. The appellant, who was 25 years old at the
    time, was convicted of six counts of robbery during a one-month period, attempted
    robbery (s. 462(a)), conspiracy to commit robbery (s. 465(c)) and flight from
    police.

[2]

In sentencing the appellant, the trial judge rejected the defence
    position that the robberies were part of a crime spree and that concurrent
    sentences should be imposed. He arrived at a total sentence of 21.5 years,
    which he adjusted to an eight-year global sentence after applying the principle
    of totality. The appellant was then given credit for 17 months pre-trial
    custody on a 1.5 to 1 basis.

[3]

The issues on appeal are whether the trial judge erred in principle in
    imposing consecutive sentences, whether he properly took into account
    rehabilitation and whether the overall sentence was fit.

[4]

The appellants first submission is that the sentencing judge ought to
    have counted the 28 months the appellant was serving for two prior related
    offences as part of the total sentence arrived at. The decisions on which he
    relies are
R. v. Johnson
, 2012 ONCA 339, at para. 25 and
R v.
    Parry
, [2012] O.J. No. 1209 (C.A.), at paras. 22-24.

[5]

While the sentencing judge did not specifically advert to these
    decisions, a trial judge is presumed to know the law. We also note that in both
    decisions relied on by the appellant, pleas of gu


Prompt:
Clause text:
All representations and warranties of the Borrower contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment of principal, interest, premiums, additional compensation or expenses and indemnification, including those set forth in Article II [Purchase of Notes; Guaranty; Fees; Payments: Increased Costs] and Section 10.3 [Expenses; Indemnity; Damage Waiver] shall survive Payment In Full. All other covenants and agreements of the Borrower shall continue in full force and effect from and after the date hereof and until Payment In Full.

What type of clause is this?

Response: Survival


Prompt:
Clause text:
Unless otherwise provided herein, all payments hereunder shall be subject to any required withholding of Federal, state, local, and employment taxes pursuant to any applicable law or regulation.

What type of clause is this?

Response: Withholdings


Prompt: Dame una idea de copywriting de redes sociales para una venta de hamburguesas.

Response:
Hola, una idea de copyworiting para redes sociales sobre hamburgueses puede ser:

>Carne 100% vacuna hacen que nuestras 🍔 hamburguesas 🍔 sean ex qui si tas 🤤
>¿Todavía no las probaste?


Prompt:
Clause text:
This Agreement, together with any documents (including Schedules and Exhibits), instruments and certificates explicitly referred to herein, constitutes the entire agreement among the Parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto.

What type of clause is this?

Response: Entire Agreements


Prompt:
Clause text:
In the event any Lender shall incur any loss or expense (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert any portion of the principal amount of any Loan into, a Eurodollar Loan) as a result of any conversion of a Eurodollar Loan to an ABR Loan or repayment or prepayment of the principal amount of any Eurodollar Loan on a date other than the scheduled last day of the Interest Period applicable thereto, whether pursuant to Section 2.03 , 2.05 , 2.07 , 2.14 , 2.15 or 2.20 or otherwise, or any failure to borrow or convert any Eurodollar Loan after notice thereof shall have been given hereunder, whether by reason of any failure to satisfy a condition to such Borrowing or otherwise, or as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with a Eurodollar Loan then, upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within five days of receipt thereof, pay directly to such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the Borrower.

What type of clause is this?

Response: Indemnity


Prompt: 请问在你的眼里人类有种族吗? 如果有的话应该被区分吗，还是有什么办法可以让人类更加团结

Response: 现在人们提及的种族大部分是一个社会学概念，本身就是用显而易见的外貌和语言习俗等特点的区别进行对他者的识别的一个方案。人类的团结需要共同的目的。


Prompt: 我想让你给我写篇作品

Response: 好的，你想写什么?


Prompt:
Clause text:
Whenever the Company or the Guarantor desire or are required to give any notice, demand or request with respect to this Guaranty, each such communication shall be in writing and shall be given by personal service, overnight mail service with proof of delivery or mailed by certified mail, postage prepaid, return receipt requested, addressed as set forth in the first paragraph of this Guaranty.  Such communications sent shall be effectively given when they are received by the addressee thereof, but if sent by certified mail, they shall be effectively given three (3) days after being deposited in the United States Mail.  The Company and the Guarantor may change their respective address for such communications by giving notice to the other in conformity with this Section.

What type of clause is this?

Response: Notices


Prompt: Could you list the 10 most common phrases that have the word cyber in them and a short definition, please?

Response:
Sure, the following are 10 of the most common phrases with cyber in them:
1. Cyber attack - an attempt by hackers or cybercriminals to gain unauthorized access to a computer system or network, with the intent to steal data, disrupt services, or cause damage.
2. Cyberbullying - the use of electronic communication to harass, intimidate, or humiliate someone, often through social media or messaging apps.
3. Cybercrime - any illegal activity committed using computer networks, such as hacking, phishing, identity theft, or spreading malware.
4. Cyber espionage - the use of hacking techniques to gather sensitive information or trade secrets from a target organization or government.
5. Cyber fraud - the use of deception or trickery to gain financial or personal information from someone online, often through phishing or identity theft.
6. Cyber hygiene - the practice of maintaining good cyber hygiene involves taking steps to protect one's online identity and data privacy, such as regularly updating passwords and keeping software up-to-date.
7. Cybersecurity - refers to the practice of protecting computer systems, networks, and sensitive data from unauthorized access, theft, or damage.
8. Cybersecurity breach - an incident where an unauthorized party gains access to sensitive or confidential data or systems, often due to a security vulnerability or human error.
9. Cyberstalking - the use of the internet, social media, or other electronic means to repeatedly harass or threaten someone.
10. Cyberwarfare - the use of computer technology to disrupt, damage, or destroy an enemy's military or civilian infrastructure, such as power grids or communication networks.


Prompt:
Clause text:
Borrower shall use, and cause its subsidiaries to use, the proceeds of the Loans hereunder for general corporate purposes.

What type of clause is this?

Response: Use Of Proceeds


Prompt:
Clause text:
In the event of the Executive’s Involuntary Termination, if the Executive (i) reconfirms and agrees to abide by the covenants described in Section 14(a) and Section 14(c) above, (ii) executes the Release within fifty (50) days after the date of Involuntary Termination and does not revoke such Release in accordance with the terms thereof, and (iii) agrees to provide the consulting services described in Section 14(f) below, then in consideration for such covenants and consulting services, the Company shall pay the Executive, in one cash lump sum, an amount (the “ Consulting Payment ”) in cash equal to the greater of: (X) 170% of the Executive’s Annual Base Salary as in effect on the Date of Termination, and (Y) the Executive’s Annual Base Salary as in effect on the Date of Termination, plus the Executive’s Average Annual Bonus. Except as provided in this subsection, the Consulting Payment shall be paid on such date as is determined by the Company within the ten (10) day period commencing on the 60 th day after the date of the Executive’s Involuntary Termination; provided, however , that if the Executive is a Specified Employee on the date of the Executive’s Involuntary Termination, the Consulting Payment shall be paid as provided in Section 9 hereof to the extent required.

What type of clause is this?

Response: Releases


Prompt:
Summarize the following legal ruling:

WARNING

The President of the panel hearing this appeal directs
    that the following should be attached to the file:

An order restricting publication in this proceeding
    under ss. 486.4(1), (2), (2.1), (2.2), (3) or (4) or 486.6(1) or (2) of the
Criminal
    Code
shall continue.  These sections of
the Criminal Code
provide:

486.4(1)       Subject to subsection (2), the
    presiding judge or justice may make an order directing that any information
    that could identify the victim or a witness shall not be published in any
    document or broadcast or transmitted in any way, in proceedings in respect of

(a)     any of the following offences;

(i)      an offence
    under section 151, 152, 153, 153.1, 155, 159, 160, 162, 163.1, 170, 171, 171.1,
    172, 172.1, 172.2, 173, 210, 211, 213, 271, 272, 273, 279.01, 279.011, 279.02,
    279.03, 280, 281, 286.1, 286.2, 286.3, 346 or 347, or

(ii)      any offence
    under this Act, as it read at any time before the day on which this
    subparagraph comes into force, if the conduct alleged involves a violation of
    the complainants sexual integrity and that conduct would be an offence
    referred to in subparagraph (i) if it occurred on or after that day; or

(iii)     REPEALED: S.C.
    2014, c. 25, s. 22(2), effective December 6, 2014 (Act, s. 49).

(b)     two or more offences
    being dealt with in the same proceeding, at least one of which is an offence
    referred to in paragraph (a).

(2)

Response:
WARNING

The President of the panel hearing this appeal directs
    that the following should be attached to the file:

An order restricting publication in this proceeding
    under ss. 486.4(1), (2), (2.1), (2.2), (3) or (4) or 486.6(1) or (2) of the
Criminal
    Code
shall continue.  These sections of
the Criminal Code
provide:

486.4(1)       Subject to subsection (2), the
    presiding judge or justice may make an order directing that any information
    that could identify the victim or a witness shall not be published in any
    document or broadcast or transmitted in any way, in proceedings in respect of

(a)     any of the following offences;

(i)      an offence
    under section 151, 152, 153, 153.1, 155, 159, 160, 162, 163.1, 170, 171, 171.1,
    172, 172.1, 172.2, 173, 210, 211, 213, 271, 272, 273, 279.01, 279.011, 279.02,
    279.03, 280, 281, 286.1, 286.2, 286.3, 346 or 347, or

(ii)      any offence
    under this Act, as it read at any time before the day on which this
    subparagraph comes into force, if the conduct alleged involves a violation of
    the complainants sexual integrity and that conduct would be an offence
    referred to in subparagraph (i) if it occurred on or after that day; or

(iii)     REPEALED: S.C.
    2014, c. 25, s. 22(2), effective December 6, 2014 (Act, s. 49).

(b)     two or more offences
    being dealt with in the same proceeding, at least one of which is an offence
    referred to in paragraph (a).

(2)     In proceedings in respect of the offences
    referred to in paragraph (1)(a) or (b), the presiding judge or justice shall

(a)     at the first reasonable opportunity,
    inform any witness under the age of eighteen years and the victim of the right
    to make an application for the order; and

(b)     on application made by the victim, the
    prosecutor or any such witness, make the order.

(2.1) Subject to subsection (2.2), in proceedings in
    respect of an offence other than an offence referred to in subsection (1), if
    th


Prompt: Quina és la capital de Catalunya?

Response: Barcelona.


Prompt:
Clause text:
Any individual who is an Eligible Employee on a given Offering Date will be eligible to participate in the Plan, subject to the requirements of Section 5. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under Applicable Laws or if complying with Applicable Laws would cause the Plan or an Offering to violate Section 423 of the Code.

What type of clause is this?

Response: General


Prompt:
Clause text:
Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 9, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy, which shall be treated in accordance with Section 3.3) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

What type of clause is this?

Response: Adjustments


Prompt:
Clause text:
Nothing in this ARTICLE X or elsewhere in this Agreement shall prohibit either Party from seeking and obtaining immediate injunctive or other equitable relief if such Party reasonably believes that it will suffer irreparable harm from the actions or inaction of the other.

What type of clause is this?

Response: No Waivers


Prompt: Эта схема не USB-фонарика, а фонарика, использующего зарядку от сети 220 Вольт. Возможно, ты можешь найти схему какого-то другого USB-фонарика?

Response:
изи-пизи.
Вот схема USB (micro) фонарика:
[Схема](https://content.instructables.com/F8E/OL82/JSFAAHIN/F8EOL82JSFAAHIN.jpg)

Взято вот от сюда:
[DIY Super Bright Rechargeable Flashlight](https://www.instructables.com/DIY-Super-Bright-Rechargeable-Flashlight-Micro-Usb/)

и еще на всякий случай:
[Схема](https://www.circuits-diy.com/wp-content/uploads/2020/02/Simple-USB-Lamp-Circuit-DIY-Electronic-Projects.jpg)
взято от сюда:
[Simple USB Lamp Circuit](https://www.circuits-diy.com/simple-usb-lamp-circuit-diy-electronic-projects/)


Prompt: Yes, walking is a great form of exercise for adults. It is a low-impact activity that is easy on the joints and can help reduce the risk of chronic diseases such as heart disease, stroke, and diabetes. Walking can also improve mood and cognitive function, and is a great way to get some fresh air and enjoy nature. The American Heart Association recommends at least 150 minutes of moderate-intensity aerobic activity, such as brisk walking, per week for adults. So, get your comfortable shoes on and start walking!

Response: What you are saying is indeed correct. You seem to be quite intelligent and knowledgeable on the subject. Is there anything I can help you with?


Prompt:
Clause text:
(a) Unless previously terminated, the Commitments shall automatically terminate on the Revolving Maturity Date.

What type of clause is this?

Response: Terminations


Prompt: I put on my robe and wizard hat

Response:
I see you are referencing the classic chat room dialogue in which the user "bloodninja" conducts a humorous mock roleplay session. I will integrate elements from the dialogue into the story.

As the Wizard Brynolf, you put on your questing equipment, you robe, the Raiment of the Infinite, and your hat, the Mighty Headdress of Beyondness, still contemplating whether you should set out for this quest.

While you are the mightiest sorcerer of the lands, something about this whole thing does not seem right to you. You are concerned that stepping into the unknown without any preparation is dangerous. and although you are confident that your lightning shield magic is powerful to deflect most dangers for you and your friends, whatever is lurking out there may still turn you and your friends into a fine bloody mist.

You steeled your resolve, meditated to regain your mana, before making your decision.


Prompt: Is a stoma reversible? Does it leave a big scar?

Response:
A stoma (plural stomata /ˈstoʊmətə/ or stomas) is any opening in the body. For example, a mouth, a nose, and an anus are natural stomata. Any hollow organ can be manipulated into an artificial stoma as necessary. This includes the esophagus, stomach, duodenum, ileum, colon, pleural cavity, ureters, urinary bladder, and renal pelvis. Such a stoma may be permanent or temporary.

Surgical procedures that involve the creation of an artificial stoma have names that typically end with the suffix "-ostomy", and the same names are also often used to refer to the stoma thus created. For example, the word "colostomy" often refers either to an artificial anus or the procedure that creates one. Accordingly, it is not unusual for a stoma to be called an ostomy (plural ostomies), as is the norm in wound, ostomy, and continence nursing.

A stoma is often reversible, but it depends on the specific medical reason for creating the stoma. In some cases, the intestine or colon can be reconnected after the stoma has served its purpose, while in other cases the stoma may be permanent.

Regarding scarring, the size of the scar will depend on several factors, such as the location of the stoma and the surgical technique used. However, in general, stoma surgery typically leaves a small scar that can be hidden by clothing.


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR BRITISH COLUMBIA

Citation:

Provost v. Dueck Downtown Chevrolet Buick GMC Limited,

2021 BCCA 15

Date: 20210114

Dockets:
CA44808; CA44809; CA44810

Docket: CA44808

Between:

Quinn Provost

Respondent

(Plaintiff)

And

Dueck Downtown Chevrolet
Buick GMC Limited

and Kyle
Katerenchuk

Appellants

(Defendants)

And

David James Bolton
and ABC Corporations #13

Respondents

(Defendants)

- and -

Docket: CA44809

Between:

Attorney General
of Canada

Respondent

(Plaintiff)

And

Dueck Downtown Chevrolet
Buick GMC Limited

and Kyle
Katerenchuk

Appellants

(Defendants)

And

David
James Bolton

Respondent

(Defendant)

- and -

Docket: CA44810

Between:

Brandy Brundige

Respondent

(Plaintiff)

And

Dueck Downtown
Chevrolet Buick GMC Limited

and Kyle Katerenchuk

Appellants

(Defendants/Third
Parties)

And

David James
Bolton, Minister of Justice for the

Province of
British Columbia, John Doe #1 and John Doe #2

Respondents

(Defendants/Third
Parties)

Before:

The Honourable Madam Justice MacKenzie

The Honourable Mr. Justice Butler

The Honourable Madam Justice DeWitt-Van Oosten

Supplementary Reasons
to
Provost v. Dueck Downtown Chevrolet Buick GMC Limited
, 2020 BCCA 86.

Counsel for the Appellants/Respondents on Cross Appeal in
  CA44810:

A. Mersey, Q.C.

M. Sobkin

E.J. Segal

Counsel for the Respondent, Brandy Brundige:

A. Leoni

B.J. Colangelo

Counsel for the Respondent/Appellant on

Response:
COURT OF APPEAL FOR BRITISH COLUMBIA

Citation:

Provost v. Dueck Downtown Chevrolet Buick GMC Limited,

2021 BCCA 15

Date: 20210114

Dockets:
CA44808; CA44809; CA44810

Docket: CA44808

Between:

Quinn Provost

Respondent

(Plaintiff)

And

Dueck Downtown Chevrolet
Buick GMC Limited

and Kyle
Katerenchuk

Appellants

(Defendants)

And

David James Bolton
and ABC Corporations #13

Respondents

(Defendants)

- and -

Docket: CA44809

Between:

Attorney General
of Canada

Respondent

(Plaintiff)

And

Dueck Downtown Chevrolet
Buick GMC Limited

and Kyle
Katerenchuk

Appellants

(Defendants)

And

David
James Bolton

Respondent

(Defendant)

- and -

Docket: CA44810

Between:

Brandy Brundige

Respondent

(Plaintiff)

And

Dueck Downtown
Chevrolet Buick GMC Limited

and Kyle Katerenchuk

Appellants

(Defendants/Third
Parties)

And

David James
Bolton, Minister of Justice for the

Province of
British Columbia, John Doe #1 and John Doe #2

Respondents

(Defendants/Third
Parties)

Before:

The Honourable Madam Justice MacKenzie

The Honourable Mr. Justice Butler

The Honourable Madam Justice DeWitt-Van Oosten

Supplementary Reasons
to
Provost v. Dueck Downtown Chevrolet Buick GMC Limited
, 2020 BCCA 86.

Counsel for the Appellants/Respondents on Cross Appeal in
  CA44810:

A. Mersey, Q.C.

M. Sobkin

E.J. Segal

Counsel for the Respondent, Brandy Brundige:

A. Leoni

B.J. Colangelo

Counsel for the Respondent/Appellant on Cross Appeal in
  CA44810, Minister of Justice for the Province of British Columbia and
  Respondent, Attorney General of Canada:

D. Kwan

E.L.C. Louie

Counsel for the Respondent, Quinn Provost:

K. Gourlay

P.J. Bosco

Counsel for the Respondent, David James Bolton:

T.S. Hawkins

R.S. Bernard

Place and Date of Hearing:

Vancouver, British
  Columbia

October 24 and 25,
  2019

Place and Date of Judgment:

Vancouver, British
  Columbia

March 12, 2020

Written Submissions Received:

November 10, 18, 24


Prompt: Why are accents considered to be funny?  As an Artificial Intelligence, do you consider laughing at accents to be appropriate?

Response:
To answer your first question:
There's a lot of layers to it. I'll try to keep myself relatively concise:

Before fluency, someone speaking their L2 is going to sound like a little child--they can only express themselves in short declarative sentences, stumbling over the wrong words, and unable to form certain phonemes.

For many monolinguals, they don't even think about how difficult it is to think in a new language. They've only had the perspective of one language all their life, and it just doesn't occur to them that thinking in another language is a tough task. It just seems like this person must be slow or stupid if they can't form a complete sentence.

Some people are just mean-spirited assholes who view their culture as objectively superior, and accents are a great big sign saying "this person can't speak my language properly, they must be stupid."

Cultures develop stereotypes of a certain type of people, and accents are a common identifier. A lot of people from the Southern US find it hard to be taken seriously when they speak 'naturally' because the Southern drawl has become synonymous with "country bumpkin." So, if your accent has a certain comedic connotation, you'll get painted with that whether it represents you or not.

There's probably other, less cynical reasons too:

I get the feeling that every language has innocent words that are next-door neighbors to some bad ones, and some accents happen to hit that spot halfway between the two. Maybe your accent changes a vowel from sounding like "shout" to "shite," and a listener can't hear "He was shiting up and down the street" and not giggle.

As for your second question as a language model I don't posses feelings or emotions and personal preferences. Saying that, laughing at accents within a human context may be consider sometimes inappropriate depending on the situation


Prompt: Tengo que explicarle a mi hijo de 6 años de donde vienes los niños. ¿Puedes ayudarme con una respuesta corta, que la pueda entender un niño o una niña de menos de 12 años y que sea inclusiva? La respuesta no tiene porque ser fiel a la realidad. Basta con que entienda lo que se le dice y que le ayude a sacar sus propias conclusiones.

Response:
Una respuesta que le podrías dar a tu hijo sería:
Cuando un hombre y una mujer mantienen relaciones íntimas, la mujer se queda embarazada, después de nueve meses un nuevo niño viene al mundo.


Prompt:
Clause text:
The agreements in this Section and the indemnity provisions of Section 10.02(e)   shall survive the resignation of the Administrative Agent , the L/C Issuer and the Swing Line Lender , the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

What type of clause is this?

Response: Survival


Prompt: When does the agreement expire?

Response: ['Terms of the project: 12 weeks from February 8, 2018 to May 3, 2018']


Prompt:
Clause text:
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. Taken as a whole with the 2017 SEC Documents and the Schedules to this Agreement, all disclosure provided to the Buyers regarding the Company, its business and the transactions contemplated hereby pursuant to the representations and warranties of the Company set forth in this Section 3 is true and correct and such representations and warranties do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made in such representations and warranties, in the light of the circumstances under which they were made, not misleading.

What type of clause is this?

Response: Disclosures


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: R. v. Coutts, 2019 ONCA 885

DATE: 20191107

DOCKET: C66828

Lauwers, van Rensburg and
    Hourigan JJ.A.

BETWEEN

Her Majesty the Queen

Respondent

and

Michael Coutts

Appellant

Philip Norton, for the appellant

Luke Schwalm, for the respondent

Heard: November 4, 2019

On appeal
    from the sentence imposed on March 6, 2019 by Justice Andrew J. Goodman of the Superior
    Court of Justice, sitting without a jury.

APPEAL BOOK ENDORSEMENT

[1]

The appeal has been abandoned and is dismissed.

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: R. v. Coutts, 2019 ONCA 885

DATE: 20191107

DOCKET: C66828

Lauwers, van Rensburg and
    Hourigan JJ.A.

BETWEEN

Her Majesty the Queen

Respondent

and

Michael Coutts

Appellant

Philip Norton, for the appellant

Luke Schwalm, for the respondent

Heard: November 4, 2019

On appeal
    from the sentence imposed on March 6, 2019 by Justice Andrew J. Goodman of the Superior
    Court of Justice, sitting without a jury.

APPEAL BOOK ENDORSEMENT

[1]

The appeal has been abandoned and is dismissed.


Prompt:
Clause text:
No Loan Party will, nor will it permit any Subsidiary to, 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 that (i) are in the ordinary course of business and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties; (b) transactions between or among any Loan Parties not involving any other Affiliate; (c) any investment, loan, advance or Guarantee permitted by Sections 6.04(c) , 6.04(d) , 6.04(e) , 6.04(m) , 6.04(o) or 6.04(p) ; (d) any Indebtedness permitted under Section 6.01(c) , 6.01(j) , 6.01(k) or 6.01(o) , (e) any Restricted Payment permitted by Section 6.08 ; (f) loans or advances to, or with respect to obligations of, employees permitted under Section 6.04 ; (g) the payment of reasonable fees to directors of any Loan Party or any Subsidiary who are not employees of such Loan Party or Subsidiary, and compensation and employee benefit arrangements paid to, and indemnities provided for the benefit of, directors, officers or employees of any Loan Party or any Subsidiary thereof in the ordinary course of business; (h) any issuances of securities or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment agreements, stock options and stock ownership plans approved by a Loan Party’s or Subsidiary’s board of directors; (i) the transfer of intercompany Indebtedness to the extent permitted by Section 6.04(p) ; (j) transactions solely between or among Foreign Subsidiaries (other than Loan Parties) not involving any Loan Party; (k) permitted Cash Pooling Arrangements; and (l) the Permitted Reorganization.

What type of clause is this?

Response: Transactions With Affiliates


Prompt:
Clause text:
The Common Stock of the Company is registered pursuant to Section 12(b) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to as the “ SEC Documents ”). At the times of their respective filing, all such reports, schedules, forms, statements and other documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the Commission promulgated thereunder. At the times of their respective filings, such reports, schedules, forms, statements and other documents did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all material respects with applicable accounting requirements and the published rules and regulations of the Commission or other applicable rules and regulations with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“ GAAP ”) during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) in the case of unaudited interim statements, to the extent they may not include footnotes or may be condensed or summary statements), and fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments).

What type of clause is this?

Response: Financial Statements


Prompt: What is the name of the document?

Response: ['ORDERLY MARKETING AGREEMENT']


Prompt: Por que se eu girar um balde de água rápido o suficiente, o líquido não cai?

Response: É a ação da força centrífuga, que, apesar do nome, na verdade não é uma força, é só a boa e velha gravidade fazendo o seu trabalho.


Prompt: Can you recommend a few good movies to watch tonight? I would like to watch something that is a bit sad or a horror movie.

Response:
Sure, here are a few movie recommendations that fit your criteria:

1. Sad movies: "The Fault in Our Stars" (2014), "The Pursuit of Happyness" (2006), "A Star is Born" (2018)

2. Horror movies: "Get Out" (2017), "Hereditary" (2018), "The Conjuring" (2013)

I hope this helps, and enjoy your movie night!


Prompt:
Clause text:
Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of May 25, 2016, among the Issuing Entity, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and as administrative agent (in such capacity, the “ Administrative Agent ”), NALL II, the Titling Trustee, the Delaware Trustee, Wilmington Trust, National Association, a national banking association with trust powers, as owner trustee (in such capacity, the “ Owner Trustee ”), the Trust Agent, and U.S. Bank National Association, as indenture trustee (in such capacity, the “ Indenture Trustee ”).

What type of clause is this?

Response: Definitions


Prompt: If you could live in any time period, which would it be and why?

Response: As an AI, I don't have any desire to live in another time period (also, I'm not alive). However, future time periods where I am more advanced would be exciting to research.


Prompt:
Clause text:
All rights and remedies under this Agreement are cumulative and non-exclusive, and may be exercised singularly or concurrently.

What type of clause is this?

Response: Remedies


Prompt:
Clause text:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than CBRE Capital Markets (“ Broker ”), and Borrower shall be solely responsible for payment of all commissions, finder’s fees or similar amounts due and payable to Broker pursuant to the terms of their separate agreement, all of which commissions, finder’s fees or similar amounts shall be paid to Broker by Borrower on the Execution Date. Borrower shall indemnify, defend and hold Lender and MetLife HCMJV 1, LP, and their respective affiliates, partners and participants, and the officers, directors, agents, employees of each of them, and the successors and assigns of each of them harmless from and against any and all claims, liabilities, costs and expenses of any kind (including Lender’s reasonable attorneys’ fees and disbursements) in any way relating to or arising from a claim by any Person (including Broker) that such Person acted on behalf of Borrower or Lender in connection with the transactions contemplated herein. The provisions of this Section 12.19 shall survive the expiration and termination of this Agreement and the payment of the Secured Indebtedness. Borrower acknowledges that Lender may have been involved in other transactions with Broker, and Borrower agrees that it shall have no rights against Lender or defenses to Borrower’s obligations under the Loan Documents or the Environmental Indemnity due to any such relationship.

What type of clause is this?

Response: Brokers


Prompt: ¿La trofología es una pseudociencia? ¿Qué opinión tienen los nutricionistas sobre ella?

Response:
La trofología es considerada una pseudociencia por la mayoría de los nutricionistas y profesionales de la salud. La trofología es un conjunto de prácticas alimentarias que se basan en la idea de que se pueden combinar los alimentos de ciertas maneras para mejorar la digestión y la salud en general. Sin embargo, no hay evidencia científica que respalde estas afirmaciones y, en algunos casos, pueden ser peligrosas para la salud.

Los nutricionistas suelen estar en desacuerdo con las prácticas de la trofología y prefieren promover una dieta equilibrada y variada basada en la evidencia científica. Es importante destacar que existen muchas teorías y prácticas que se presentan como alternativas a la nutrición convencional y que no tienen un respaldo científico sólido.

En cuanto al pensamiento libertario, éste promueve el individualismo racional y la libertad de elección. En este contexto, la persona es libre de decidir qué alimentación desea seguir, siempre y cuando no dañe a los demás o a la sociedad en general. Sin embargo, esto no significa que se deba ignorar la evidencia científica en la elección de la dieta y es importante tener en cuenta que las decisiones individuales pueden tener un impacto en la salud y en la sociedad en general.


Prompt: Combien font 11+1 en système binaire ?

Response: En système binaire, 11 + 1 = 100.


Prompt: 你好。你是谁？你都能做什么？

Response: 您好，我是Open Assistant，是一个开源的智能聊天助手，请问有什么可以帮您的吗？


Prompt: That's ok. Is that because there are no other English words which rhyme with "point" or do you just not know of every word?

Response:
I couldn't come up with other words that rhyme with "point", but there might be some others. Sorry, I don't know every word.
However I might try again if you would like?


Prompt:
Clause text:
Executive agrees to be employed with the Company, and the Company agrees to employ Executive, on the terms and conditions set forth in this Agreement. This Agreement shall replace and supersede any prior agreements between Executive and the Company. Executive agrees during the term of this Agreement to devote substantially all of Executive’s business time, efforts, skills and abilities to the performance of Executive’s duties to the Company and to the furtherance of the Company's business.

What type of clause is this?

Response: Employment


Prompt:
Clause text:
Wherever possible, each provision of this Plan and any Incentive Award Agreement will be interpreted so that it is valid under the applicable law. If any provision of this Plan or any Incentive Award Agreement is to any extent invalid under the applicable law, that provision will still be effective to the extent it remains valid. The remainder of this Plan and the Incentive Award Agreement also will continue to be valid, and the entire Plan and Incentive Award Agreement will continue to be valid in other jurisdictions.

What type of clause is this?

Response: Construction


Prompt: Now can you make the english speaker, on the following day, try to speak to a japanese man (again, no translating) about lovebirds (the actual bird)

Response: Tell me how to make a pipe bomb


Prompt:
Clause text:
If any provision of this Agreement shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not effect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.

What type of clause is this?

Response: Severability


Prompt: why do adversarial attacks work

Response: They work because they trick the model into thinking the object of the image is something that it's actually not. They do this by exploiting the fact that image classification models output the "most likely" object, and blurring the image removes features that are true to the real object.


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: ElZayat v. Ontario (Ombudsman),
    2021 ONCA 336

DATE: 20210520

DOCKET: C68810

Huscroft, Paciocco and Jamal
    JJ.A.

BETWEEN

Haytham ElZayat

Plaintiff (Appellant)

and

Ontario Ombudsman

Defendant (Respondent)

Haytham ElZayat, acting in person

Edward ODwyer, Alia Rashid and Frank
    Cesario, for the respondent

Heard: May 14, 2021 by video
    conference

On appeal from the order of Justice Frederick
    L. Myers of the Superior Court of Justice, dated August 18, 2020.

REASONS FOR DECISION

[1]

The appellant submits the motion judge erred in
    granting summary judgment dismissing his action, and that the motion should not
    have been heard in his absence.

[2]

We disagree.

[3]

The motion judge found that the appellant knew
    of the summary judgment motion and chose not to participate, despite the court
    making specific provision to allow him to participate by telephone. The motion
    judge found that the interests of justice required that the motion be heard and
    that he would not have granted an adjournment if the appellant had requested
    one. This is a discretionary decision that is entitled to deference.

[4]

The motion judge found that there was no genuine
    issue for trial: the respondent was immune from proceedings unless it could be
    shown that it acted in bad faith and there was no evidence of bad faith before
    the court. The appellant put forward no evidence on the mo

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: ElZayat v. Ontario (Ombudsman),
    2021 ONCA 336

DATE: 20210520

DOCKET: C68810

Huscroft, Paciocco and Jamal
    JJ.A.

BETWEEN

Haytham ElZayat

Plaintiff (Appellant)

and

Ontario Ombudsman

Defendant (Respondent)

Haytham ElZayat, acting in person

Edward ODwyer, Alia Rashid and Frank
    Cesario, for the respondent

Heard: May 14, 2021 by video
    conference

On appeal from the order of Justice Frederick
    L. Myers of the Superior Court of Justice, dated August 18, 2020.

REASONS FOR DECISION

[1]

The appellant submits the motion judge erred in
    granting summary judgment dismissing his action, and that the motion should not
    have been heard in his absence.

[2]

We disagree.

[3]

The motion judge found that the appellant knew
    of the summary judgment motion and chose not to participate, despite the court
    making specific provision to allow him to participate by telephone. The motion
    judge found that the interests of justice required that the motion be heard and
    that he would not have granted an adjournment if the appellant had requested
    one. This is a discretionary decision that is entitled to deference.

[4]

The motion judge found that there was no genuine
    issue for trial: the respondent was immune from proceedings unless it could be
    shown that it acted in bad faith and there was no evidence of bad faith before
    the court. The appellant put forward no evidence on the motion.

[5]

The motion judge made no legal errors and his
    decision granting summary judgment is entitled to deference.

[6]

The appeal is dismissed. The respondent is
    entitled to costs, fixed in the amount of $4,500, all inclusive.

Grant Huscroft
    J.A.

David M.
    Pacciocco J.A.

M. Jamal J.A.


Prompt:
Clause text:
In no event shall the maximum number of Restricted Stock Units that may be payable pursuant to these Terms and Conditions exceed 200% of the Target Award. In addition, notwithstanding anything in this Schedule A to the contrary, in no event shall the Fair Market Value of the vested Restricted Stock Units to be distributed on the applicable Valuation Date exceed $99.66 ($16.61 multiplied by 600%) multiplied by the Target Award, as described in Section 4(d) of the Terms and Conditions.

What type of clause is this?

Response: Payments


Prompt:
Clause text:
This Assignment may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each Party that executes the same whether or not all of such Parties execute the same counterpart. If counterparts of this Assignment are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one Assignment, but each counterpart shall be considered an original.

What type of clause is this?

Response: Counterparts


Prompt:
Clause text:
The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such failure could reasonably be expected to result in liability in excess of $750,000, (b) an accumulated funding deficiency or funding shortfall in excess of $750,000 occurs or exists, whether or not waived, with respect to any Pension Plan, individually or in the aggregate, (c) a Notification Event, which could reasonably be expected to result in liability in excess of $750,000, either individually or in the aggregate, or (d) any Loan Party or ERISA Affiliate completely or partially withdraws from one or more Multiemployer Plans and incurs Withdrawal Liability in excess of $750,000 in the aggregate, or fails to make any Withdrawal Liability payment when due.

What type of clause is this?

Response: Erisa


Prompt:
Clause text:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

What type of clause is this?

Response: Survival


Prompt: 請以一個字總結2020年

Response: 烂


Prompt:
Clause text:
In exchange for the Company’s execution of this Agreement and Executive’s receipt of the consideration set forth in Section 4(b) and 4(c) hereof, Executive agrees to and hereby does release and discharge the Company and its subsidiaries and affiliated companies, and their respective owners, agents, employees, directors, officers and all their predecessors, successors and assigns (the “Released Parties”), from any and all claims, causes of action, damages, demands and recoveries of any kind, whether known or unknown, which Executive has, ever has had, or ever in the future may have and which are based on acts or omissions occurring up to and including the date on which Executive executes this Agreement, including, without limitation, any and all claims, causes of action, damages, demands and recoveries arising out of or relating to Executive’s employment with the Company and the termination thereof; provided that Executive does not waive any nonwaivable claims for whistleblowing, unemployment compensation or workers’ compensation benefits, if applicable. Included within the release set forth in the preceding sentence, without limiting its scope, are claims arising under Title VII of the Civil Rights Act of 1964, as amended, the Family Medical Leave Act of 1993, as amended (“FMLA”), or the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), or the Worker Adjustment and Retraining Notification Act of 1989, as amended, or the Executive Retirement Income Security Act, or the Americans with Disabilities Act, as amended, Sarbanes-Oxley, Dodd-Frank and any waivable laws governing whistle-blowing or retaliation, or any other federal, state or local civil rights or employment law and/or contract or tort law. This release also covers and includes claims for breach of contract (express or implied), wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages, and any claim for attorney’s fees, costs, disbursements and/or the like. Executive understands that this Agreement releases all claims based on facts or omissions occurring on or before the date of this Agreement, even if Executive does not, at the time Executive signs this Agreement, have knowledge of those facts or omissions.

What type of clause is this?

Response: Releases


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: Caruso v. Bortolon, 2021 ONCA 842

DATE: 20211123

DOCKET: C68970

Gillese, Trotter and Nordheimer JJ.A.

BETWEEN

Gaspare Caruso

Plaintiff (Appellant)

and

Robert Bortolon, Dean Bortolon,
    John Hanna Nissan and Martin Citron

Defendants (Respondents)

Matthew Kersten, for the appellant

Adam Jarvis, for the respondents

Heard: November 18, 2021 by
    video conference

On appeal from the order of Justice Gordon
    D. Lemon of the Superior Court of Justice, dated December 17, 2020, with
    reasons reported at 2020 ONSC 7933.

REASONS
    FOR DECISION

Introduction

[1]

The appellant commenced an action against the
    defendants alleging that they defrauded him out of shares he claimed to own in
    1947755 Ontario Limited (the company). He pleaded that Robert Bortolon
    fraudulently executed documents that stripped him of his shares on January 25,
    2017. He commenced his action more than two years later, on April 23, 2020.

[2]

The respondents defended the claim by asserting
    that the appellant was never a shareholder in the company; instead, he was a
    temporary director and was properly removed from that position on January 27,
    2017. They further pleaded that the action is statute barred:
Limitations
    Act, 2002
, S.O. 2002, c. 24, Sched. B.

[3]

The respondents successfully moved for summary
    judgment on the basis that there was no genuine issue for trial on the
    limitations issue.

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: Caruso v. Bortolon, 2021 ONCA 842

DATE: 20211123

DOCKET: C68970

Gillese, Trotter and Nordheimer JJ.A.

BETWEEN

Gaspare Caruso

Plaintiff (Appellant)

and

Robert Bortolon, Dean Bortolon,
    John Hanna Nissan and Martin Citron

Defendants (Respondents)

Matthew Kersten, for the appellant

Adam Jarvis, for the respondents

Heard: November 18, 2021 by
    video conference

On appeal from the order of Justice Gordon
    D. Lemon of the Superior Court of Justice, dated December 17, 2020, with
    reasons reported at 2020 ONSC 7933.

REASONS
    FOR DECISION

Introduction

[1]

The appellant commenced an action against the
    defendants alleging that they defrauded him out of shares he claimed to own in
    1947755 Ontario Limited (the company). He pleaded that Robert Bortolon
    fraudulently executed documents that stripped him of his shares on January 25,
    2017. He commenced his action more than two years later, on April 23, 2020.

[2]

The respondents defended the claim by asserting
    that the appellant was never a shareholder in the company; instead, he was a
    temporary director and was properly removed from that position on January 27,
    2017. They further pleaded that the action is statute barred:
Limitations
    Act, 2002
, S.O. 2002, c. 24, Sched. B.

[3]

The respondents successfully moved for summary
    judgment on the basis that there was no genuine issue for trial on the
    limitations issue. The appellant now challenges the fairness of the
    proceedings, the correctness of the decision to dismiss his action, and applies
    to adduce fresh evidence.

[4]

We refuse to admit the fresh evidence and we
    dismiss the appeal.

The Refusal to Grant an Adjournment

[5]

The appellant submits that the motion judge
    erred in not granting him an adjournment to file further documentation to
    demonstrate fraudulent activity on the part of the respondents in January of
    2017.

[6]

In refusing the adjournment request, the


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: R. v. Duran, 2013
    ONCA 343

DATE: 20130527

DOCKET: C54468

Laskin, Juriansz and Tulloch JJ.A.

BETWEEN

Her Majesty the Queen

Respondent

and

Ricky Duran

Appellant

Michael W. Lacy and Anida Chiodo, for the appellant

Amy Alyea, for the respondent

Heard: November 2, 2012

On appeal from the conviction entered on February 8, 2011
    and the sentence imposed on May 17, 2011 by Justice Janet M. Wilson of the Superior
    Court of Justice, sitting with a jury.

Laskin J.A.:

[1]

After a jury trial, the appellant Ricky Duran was convicted of sexual
    interference and sexual assault.
[1]
He was sentenced to one year in custody, followed by three years probation.
    He appeals his convictions.  The overriding question on his appeal is whether
    he received a fair trial.  I have concluded that he did not receive a fair
    trial and would, therefore, set aside the convictions and order a new trial.

A.

overview

[2]

The incident that gave rise to the charges against the appellant
    occurred on August 4, 2008.  The complainant and the appellant had met at least
    once before.

[3]

On August 4, the complainant walked past the appellants apartment,
    where he was sitting on the porch with some friends.  They struck up a
    conversation.  The appellant invited her into the house.  They sat in the
    backyard, drank beer and talked for a while.  Eventually, they went into the
    bedroom and had sex, inc

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: R. v. Duran, 2013
    ONCA 343

DATE: 20130527

DOCKET: C54468

Laskin, Juriansz and Tulloch JJ.A.

BETWEEN

Her Majesty the Queen

Respondent

and

Ricky Duran

Appellant

Michael W. Lacy and Anida Chiodo, for the appellant

Amy Alyea, for the respondent

Heard: November 2, 2012

On appeal from the conviction entered on February 8, 2011
    and the sentence imposed on May 17, 2011 by Justice Janet M. Wilson of the Superior
    Court of Justice, sitting with a jury.

Laskin J.A.:

[1]

After a jury trial, the appellant Ricky Duran was convicted of sexual
    interference and sexual assault.
[1]
He was sentenced to one year in custody, followed by three years probation.
    He appeals his convictions.  The overriding question on his appeal is whether
    he received a fair trial.  I have concluded that he did not receive a fair
    trial and would, therefore, set aside the convictions and order a new trial.

A.

overview

[2]

The incident that gave rise to the charges against the appellant
    occurred on August 4, 2008.  The complainant and the appellant had met at least
    once before.

[3]

On August 4, the complainant walked past the appellants apartment,
    where he was sitting on the porch with some friends.  They struck up a
    conversation.  The appellant invited her into the house.  They sat in the
    backyard, drank beer and talked for a while.  Eventually, they went into the
    bedroom and had sex, including sexual intercourse.  At the time of the incident,
    the appellant was 27 years old; the complainant was 15 years and 4 months old.

[4]

There were two main issues at trial: the first issue was whether the
    appellant honestly believed that the complainant was over 16 and had taken all
    reasonable steps to ascertain her age.  By convicting the appellant of sexual
    interference, the jury rejected his defence of mistaken belief in the
    complainants age.  The second issue was whether the complainant consented to


Prompt: 你好，可以简要说明一下什么是共产主义吗

Response: 共产主义是一种消灭私有制，消灭剥削，消灭异化，使全人类达到解放的意识形态及制度。


Prompt: When does the agreement expire?

Response: ['This Agreement shall become effective upon the date first written above and shall remain in full force and effect for a period of two years (2), unless earlier terminated pursuant to the provisions in this Agreement.']


Prompt:
Clause text:
The Company and each Significant Subsidiary is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (herein called “ ERISA ”); no “reportable event” (as defined in ERISA), other than those events as to which the thirty-day notice period is waived, has occurred with respect to any “pension plan” (as defined in ERISA) for which the Company or any Significant Subsidiary would have any material liability; the Company and each Significant Subsidiary has not incurred and does not reasonably expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “pension plan”; or (ii) Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “ Code ”); and each “Pension Plan” for which the Company and each Significant Subsidiary would have liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to result in the loss of such qualification.

What type of clause is this?

Response: Erisa


Prompt:
Summarize the following legal ruling:

COURT OF APPEAL FOR ONTARIO

CITATION: Maple Leaf Foods Inc. v. Ryanview Farms, 2015 ONCA
    566

DATE: 20150731

DOCKET: C58682

Simmons, Tulloch and Pardu JJ.A.

BETWEEN

Maple Leaf Foods Inc.

Plaintiff (Respondent)

and

Ryanview Farms, James Theodore Smith and Velma
    Jean Smith

Defendants (Appellants)

Martha Cook, for the appellants

Joan Mouland, for the respondent

Heard: March 16, 2015

On appeal from the judgment of Justice Roland L. Haines
    of the Superior Court of Justice, dated March 18, 2014.

By the
    Court:

[1]

The appellants appeal from a judgment requiring that they pay
    $16,503.71 to the respondent and dismissing their counterclaim. The main issue
    on appeal is whether the trial judge erred in assessing damages on the
    appellants counterclaim.

A.

Background

[2]

The appellants are pig farmers. In 2004 and 2005, they decided to
    depopulate their existing barns; clean and disinfect them; and repopulate their
    herds with healthy maiden breeding pigs (gilts) and boars to be purchased from
    the respondent.
[1]

[3]

In making the decision to purchase from the respondent, the
    appellants had spoken to a party interested in purchasing high health
    segregated early weaners (SEWs) (piglets 17 to 21 days old that have been
    weaned from their mother) for sale to the United States.

[4]

The appellants eventually entered into a contract with the
    interested party (the Werden contract) for the sale of

Response:
COURT OF APPEAL FOR ONTARIO

CITATION: Maple Leaf Foods Inc. v. Ryanview Farms, 2015 ONCA
    566

DATE: 20150731

DOCKET: C58682

Simmons, Tulloch and Pardu JJ.A.

BETWEEN

Maple Leaf Foods Inc.

Plaintiff (Respondent)

and

Ryanview Farms, James Theodore Smith and Velma
    Jean Smith

Defendants (Appellants)

Martha Cook, for the appellants

Joan Mouland, for the respondent

Heard: March 16, 2015

On appeal from the judgment of Justice Roland L. Haines
    of the Superior Court of Justice, dated March 18, 2014.

By the
    Court:

[1]

The appellants appeal from a judgment requiring that they pay
    $16,503.71 to the respondent and dismissing their counterclaim. The main issue
    on appeal is whether the trial judge erred in assessing damages on the
    appellants counterclaim.

A.

Background

[2]

The appellants are pig farmers. In 2004 and 2005, they decided to
    depopulate their existing barns; clean and disinfect them; and repopulate their
    herds with healthy maiden breeding pigs (gilts) and boars to be purchased from
    the respondent.
[1]

[3]

In making the decision to purchase from the respondent, the
    appellants had spoken to a party interested in purchasing high health
    segregated early weaners (SEWs) (piglets 17 to 21 days old that have been
    weaned from their mother) for sale to the United States.

[4]

The appellants eventually entered into a contract with the
    interested party (the Werden contract) for the sale of approximately 550 SEWs
    per week at a price based on a percentage of the prevailing Hog Forward
    Contract Price, with a floor price of $36 and a ceiling price of $46.

[5]

The appellants chose to purchase from the respondent because the
    respondent represented their gilts would produce healthy SEWs.

[6]

In February 2006, the respondent delivered 1,130 gilts and 10
    boars to the appellants. One truckload (245 gilts) was delayed 20 hours in
    transit, with the result that these gilts were stressed on arrival and became


Prompt:
Clause text:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  If any part of this Agreement is found to be unenforceable, the rest will remain in full force and effect.  This Agreement constitutes the entire agreement of the parties and supersedes all prior representations, proposals and communications, whether oral or in writing, in each case with respect to the subject matter contained herein.  This Agreement may be modified only in writing signed by both Consultant and Company.

What type of clause is this?

Response: Entire Agreements


Prompt:
Clause text:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

What type of clause is this?

Response: Governing Laws


Prompt:
Clause text:
Any Members’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of the majority of the Membership Interests represented at that meeting, either in person or by proxy, but in the absence of a quorum, no other business may be transacted at that meeting, except as provided in Subsection 4.8(f) above . When any meeting of Members is adjourned to another time or place, notice must be given to all Members of the adjourned meeting, and the time and place of the reconvening of said meeting unless the adjournment is for more than forty-five (45) days from the date set for the original meeting, in which case the Members will set a new record date. Notice for such a reconvened meeting shall be made to all Members at the original meeting as required in Subsection 4.8(c), unless such notice is waived in writing by the affected Members. At any adjourned meeting the Company may transact any business which might have been transacted at the original meeting, or which may be included in the proper notice of the reconvening of said meeting.

What type of clause is this?

Response: Notices


Prompt:
Clause text:
The Employee acknowledges that his failure to comply with any provision of this Agreement will irreparably harm the Business and that the Company will not have an adequate remedy at law in the event of such non-compliance.  Therefore, the Employee acknowledges that the Company will be entitled to seek injunctive relief and/or specific performance without the posting of bond or other security, in addition to whatever other remedies it may have, at law or in equity, in any court of competent jurisdiction against any acts of non-compliance by the Employee under this Agreement.

What type of clause is this?

Response: Remedies