alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Form of Annual Advisory Fee Termination - ValueAct Capital Master Fund



 Exhibit 10.19b 
 Form of Annual Advisory Fee Termination 
 [KAR Auction Services, Inc. Letterhead]

 December [        ], 2009 
 ValueAct Capital Master Fund, L.P. 
 c/o ValueAct
Capital 
 435 Pacific Avenue, 4th Floor 
 San Francisco, CA 94133 
 Ladies and Gentlemen: 
 Reference is made to the Financial Advisory Agreement (the “Advisory Agreement”), dated as of April 20, 2007 and attached hereto as Annex A, whereby KAR Auction Services, Inc.
(formerly, KAR Holdings, Inc.) (the “Company”) agreed to retain you, ValueAct Capital Master Fund, L.P. (“ValueAct”), and any of your affiliates or designees (collectively, with ValueAct, the “ValueAct Group”),
among other things, to provide consulting and advisory services to the Company commencing on the date thereof for a term ending on the date on which ValueAct and its affiliates cease to own, directly or indirectly, any equity interests of the
Company. 
 In connection with the settlement of the initial public offering (the “Offering”) of [23,000,000]
shares of the Company’s common stock, par value $0.01 per share, on the date hereof, the Company and ValueAct Group hereby agree that the annual advisory fee (the “Annual Advisory Fee”) described in the Advisory Agreement [and
the obligations of the ValueAct Group to provide services under the Advisory Agreement shall, in each case,] be terminated, effective upon payment referenced in the following sentence. In consideration for the termination of the Annual Advisory Fee,
the Company agrees to pay ValueAct a one-time fee of $2,586,320.16 concurrent with the settlement of the Offering. 
 All other
obligations of the Company set forth in the Advisory Agreement shall survive the termination of the Annual Advisory Fee. 
 This
letter agreement shall be governed by the laws of the State of New York. 
 [Remainder of the page intentionally left blank]








 If you are in agreement with the foregoing, kindly so indicate by signing a counterpart of
this letter, whereupon it will become a binding agreement between us. 
  

			
	Very truly yours,
	
	KAR AUCTION SERVICES, INC.
		
	By:	 	  

		 	Name:
		 	Title:


 Agreed and accepted: 
 VALUEACT CAPITAL MASTER FUND, L.P. 
 By: VA Partners I, LLC, its General Partner 
  

					
		 	By:	 	  

		 		 	Name:
		 		 	Title:








 Annex A 
 Financial Advisory Agreement
I 

109TH CONGRESS 

1ST SESSION H. R. 2381 

To reduce temporarily the duty on PHBA. 

IN THE HOUSE OF REPRESENTATIVES 

MAY 16, 2005 

Mrs. MYRICK introduced the following bill; which was referred to the 

Committee on Ways and Means 

A BILL 

To reduce temporarily the duty on PHBA. 

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

3 SECTION 1. PHBA. 

4 (a) IN GENERAL.—Subchapter II of chapter 99 of 

5 the Harmonized Tariff Schedule of the United States is 

6 amended by inserting in numerical sequence the following 

7 new heading: 

‘‘ 9902.12.01 PHBA (p-hydroxybenzoic 

acid), of a kind used in the 

production of liquefied crystal polymer (LPC) (CAS No. 

99–96–7) (provided for in 

subheading 2918.29.22) ...... 3.1% No change No change On or before 

12/31/2008 ’’. 
2 

•HR 2381 IH 

1 (b) EFFECTIVE DATE.—The amendment made by 

2 subsection (a) applies to goods entered, or withdrawn from 

3 warehouse for consumption, on or after the 15th day after 

4 the date of enactment of this Act. 

Æ
# C_2019363EN.01000302.xml

| 28.10.2019 | EN | Official Journal of the European Union | C 363/3 |
| --- | --- | --- | --- |

28.10.2019

EN

Official Journal of the European Union

C 363/3

---

Appeal brought on 7 February 2019 by Comprojecto-Projectos e Construçoes, Lda, and Others against the order of the General Court (Third Chamber) delivered on 13 December 2018 in Case T-493/18 Comprojecto-Projectos e Construçoes and Others v Portugal

(Case C-98/19 P)

(2019/C 363/06)

Language of the case: Portuguese

Parties

Appellants: Comprojecto-Projectos e Construçoes, Lda, Paulo Eduardo Matos Gomes de Azevedo, Julião Maria Gomes de Azevedo, Isabel Maria Matos Gomes de Azevedo (represented by: M. A. Ribeiro, advogado)

Other party to the proceedings: Portuguese Republic

By order of 11 September 2019, the Court of Justice (Sixth Chamber) dismissed the appeal as being, in part, manifestly inadmissible and, in part, manifestly unfounded.

---
##### 



Exhibit 14.7 CONSENT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of
Companhia Vale do Rio Doce (CVRD) We hereby consent to the incorporation by reference in (i) the
Registration Statement on Form F-4 (File Nos. 333-109610; 333-109610-01) of
CVRD and Vale Overseas Limited (Vale Overseas); and (ii) the Registration
Statement on Form F-3 (File Nos. 333-110867; 333-10867-01) of CVRD and Vale
Overseas of our report dated January 25, 2002 on the consolidated financial
statements of Celulose Nipo Brasileira S.A.  CENIBRA which appears in the
Annual Report on Form 20-F of CVRD and Vale Overseas for the year ended
December 31, 2003. June 4, 2004 /s/ Deloitte Touche Tohmatsu
Exhibit 32.2



SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report (the "Report") of TCI Solutions, Inc. (the "Company") on Form 10-KSB for the year ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Stephen P. DeSantis, Chief Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to TCI Solutions, Inc. and will be retained by TCI Solutions, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





|Date: March 26, 2004 |  | By: /s/ Stephen P. DeSantisStephen P. DeSantis
Chief Financial Officer
|-------------------- |  | ----------------------------------------------------------------------
•  Provide a competitive total compensation package that enables the Company to attract and retain key executive talent;
 •  Align all pay programs with the Company's annual and long-term business strategies and objectives; and
 •  Provide variable compensation opportunities that are directly linked to the performance of the Company and that link executive reward to stockholder return.
  •  Base salary;
 •  Annual incentive bonus; and
 •  Long-term incentives.
   
   1.  Reviewing and making recommendations to the Board regarding the compensation policy for executive officers and directors of the Company, and such other employees of the Company as directed by the Board;
 2.  Reviewing and making recommendations to the Board regarding all forms of compensation (including all "plan" compensation, as such term is defined in Item 402(a)(7) of Regulation S-K promulgated by the Securities and Exchange Commission, and all non-plan compensation) to be provided to the executive officers of the Company;
 3.  Reviewing and making recommendations to the Board regarding general compensation goals and guidelines for the Company's employees and the criteria by which bonuses to the Company's employees are determined;
 4.  Acting as administrator of the Company's 2014 Equity Compensation Plan, as amended from time to time, (the "Plan"). If the authority is so delegated by the full Board, in its administration of the Plans, the Compensation Committee may (i) grant stock options and stock purchase rights to entities or individuals eligible for such grants, including grants to individuals subject to Section 16 of the Exchange Act in compliance with Rule 16b-3 promulgated thereunder, and (ii) amend such stock options and stock purchase rights. The Compensation Committee shall also make recommendations to the Board with respect to amendments to the Plan and changes in the number of shares reserved for issuance under the each Plan;
 5.  Reviewing and making recommendations to the Board regarding other plans that are proposed for adoption or adopted by the Company for the provision of compensation to employees of, directors of and consultants to the Company; and
 6.  Preparing a report (to be included in the Company's proxy statement) which describes: (a) the criteria on which compensation paid to the chief executive officer of the Company for the last completed fiscal year is based; (b) the relationship of such compensation to the Company's performance; and (c) the Compensation Committee's executive compensation policies applicable to executive officers.
[Federal Register Volume 86, Number 128 (Thursday, July 8, 2021)]
[Notices]
[Page 36099]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-14608]


-----------------------------------------------------------------------

DEPARTMENT OF COMMERCE

International Trade Administration


Notice of an Opportunity To Apply for Membership on the United 
States Investment Advisory Council; Correction

AGENCY: SelectUSA, United States Investment Advisory Council (IAC), 
International Trade Administration, Department of Commerce.

ACTION: Notice; correction.

-----------------------------------------------------------------------

SUMMARY: The International Trade Administration, Department of Commerce 
published a document in the Federal Register on May 17, 2021 concerning 
the notice of an opportunity to apply for membership on the Investment 
Advisory Council. Corrections were made to the deadline for submitting 
information for consideration serve on the IAC.

DATES: Applications for immediate consideration for membership must be 
received by the Office of SelectUSA by 5:00 p.m. Eastern Daylight Time 
(EDT) on Monday, August 2, 2021. The International Trade Administration 
will continue to accept applications under this notice for two years 
from the deadline to fill any vacancies.

ADDRESSES: Please submit application information by email to 
<a href="/cdn-cgi/l/email-protection#c48d858784b0b6a5a0a1eaa3abb2"><span class="__cf_email__" data-cfemail="5d141c1e1d292f3c3938733a322b">[email protected]</span></a>.

FOR FURTHER INFORMATION CONTACT: Rachel David, SelectUSA, U.S. 
Department of Commerce; telephone: (202) 302-6858; email: 
<a href="/cdn-cgi/l/email-protection#246d65676450564540410a434b52"><span class="__cf_email__" data-cfemail="e7aea6a4a79395868382c9808891">[email protected]</span></a>.

SUPPLEMENTARY INFORMATION:

Correction

    In the Federal Register of May 17, 2021, in FR Doc. 2021-10358, on 
page 26696, in the third column, fifth paragraph under DATES correct 
the caption to read: Applications for immediate consideration for 
membership must be received by the Office of SelectUSA by 5:00 p.m. 
Eastern Daylight Time (EDT) on Monday, August 2, 2021. The 
International Trade Administration will continue to accept applications 
under this notice for two years from the deadline to fill any 
vacancies.

William Burwell,
Deputy Executive Director, SelectUSA.
[FR Doc. 2021-14608 Filed 7-7-21; 8:45 am]
BILLING CODE 3510-DR-P


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</html>
#### Guy P. Wyser-Pratte, Appellant, v Judith N. Wyser-Pratte, Respondent.

Order of the Supreme Court, New York County (Ostrau, J.), entered on or about November 13, 1984, which, *inter alia,*granted defendant-respondent’s motion for modification of maintenance to the extent of referring the matter to Trial Term for a hearing to determine whether there has been a change in defendant-respondent’s financial circum*100stances, is unanimously reversed, to the extent appealed from, on the law and the facts, without costs, and the hearing is denied.

Plaintiff Guy P. Wyser-Pratte and defendant Judith N. Wyser-Pratte were granted a dual divorce by judgment entered September 19, 1984, after a nine-month marriage. Defendant was denied maintenance on the finding that she was “capable of supporting herself.” Defendant filed a notice of appeal from this judgment, except for the portion granting her a divorce, and has not perfected that appeal. A motion to dismiss is pending. By order to show cause dated November 8, 1984, defendant moved to modify the final judgment of divorce. The court below granted some provisions of the application on consent, and this appeal does not deal with those provisions. Contested on this appeal, however, is that portion of the order which granted defendant a hearing to determine if there are any changes in her financial circumstances so as to warrant, pursuant to Domestic Relations Law § 236 (B) (9) (b), a modification of the maintenance decision. In relevant portion, this statute states: “Upon application by either party, the court may annul or modify any prior order or decree as to maintenance or child support, upon a showing of the recipient’s inability to be self-supporting or a substantial change in circumstance, including financial hardship.”

We find that Special Term abused its discretion in granting a hearing on the basis of the “alleged change in defendant’s financial circumstances” when defendant failed to make such a claim of changed circumstances, substantial or otherwise, either in her papers below or even on appeal. Since the relief accorded defendant was based on the trial court’s erroneous belief that she had made such a claim, that portion of the order is thereby reversed. In light of the above, we find it unnecessary at this time to reach the question of whether the statute permits modification of an order which has denied any maintenance in the first place. Concur — Kupferman, J. P., Carro, Bloom, Milonas and Ellerin, JJ.
**Exhibit 32.1**

 

**Certification Pursuant to 18 U.S.C. Section1350, as Adopted Pursuant to**

 

**Section 906 of Sarbanes-Oxley Act of 2002**

 

I, Hal M. Krisbergh, the Chief Executive Officer of WorldGateCommunications, Inc., hereby certify, pursuant to Section 906 of theSarbanes-Oxley Act of 2002, that the Form 10-Q of WorldGate Communications,Inc., for the quarterly period ended March 31, 2005, which this certificationaccompanies, fully complies with requirements of Section 13(a) or 15(d) of theSecurities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) and informationcontained in the March 31, 2005 Form 10-Q fairly presents, in all materialrespects, the financial condition and results of operations of WorldGateCommunications, Inc.

 

A signed original of this written statement required by Section 906 hasbeen provided to WorldGate and will be retained by WorldGate and furnished tothe Securities and Exchange Commission or its staff upon request.

 
| Dated: May 16, 2005 | /s/ HAL M. KRISBERGH |   |
|---------------------|----------------------|--------|
|                | Hal M. Krisbergh     |   |
|                     |                      |        |  |

 

----
# C_2019172EN.01000702.xml

| 20.5.2019 | EN | Official Journal of the European Union | C 172/7 |
| --- | --- | --- | --- |

20.5.2019

EN

Official Journal of the European Union

C 172/7

---

Request for a preliminary ruling from the Judecătoria Zărnești (Romania) lodged on 7 February 2019 — Asociația ‘Alianța pentru combaterea abuzurilor’ v TM, UN and Asociația DMPA

(Case C-88/19)

(2019/C 172/09)

Language of the case: Romanian

Referring court

Judecătoria Zărnești

Parties to the main proceedings

Applicant: Asociația ‘Alianța pentru combaterea abuzurilor’

Defendants: TM, UN and Asociația DMPA

Question referred

Must Article 16 of Directive 92/43/EEC (1) be interpreted as requiring the Member States to lay down derogations from Articles 12, 13, 14 and 15(a) and (b) thereof in cases where animals belonging to threatened species leave their natural habit and are either in its immediate vicinity or completely outside it?

---

(1)  Council Directive 92/43/EEC of 21 May 1992 on the conservation of natural habitats and of wild fauna and flora (OJ 1992 L 206, p. 7).

---
# C_2019406EN.01000701.xml

| 2.12.2019 | EN | Official Journal of the European Union | C 406/7 |
| --- | --- | --- | --- |

2.12.2019

EN

Official Journal of the European Union

C 406/7

---

Appeal brought on 13 March 2019 by ETI Gıda Sanayi ve Ticaret AȘ against the judgment of the General Court (Sixth Chamber) delivered on 17 January 2019 in Case T-368/18, ETI Gıda Sanayi ve Ticaret AȘ v EUIPO — Grupo Bimbo (ETI Bumbo)

(Case C-228/19 P)

(2019/C 406/10)

Language of the case: Spanish

Parties

Appellant: ETI Gıda Sanayi ve Ticaret AȘ (represented by: D. Cañadas Arcas, P. Merino Baylos, D. Gómez Sánchez and N. Martínez de las Rivas Malagón, abogados)

Other parties to the proceedings: European Union Intellectual Property Office and Grupo Bimbo, SAB de CV

By order of 24 September 2019, the Court of Justice (Sixth Chamber) dismissed the appeal and ordered ETI Gıda Sanayi ve Ticaret AȘ to pay its own costs.

---
EXHIBIT 99.1





CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350


AS ADOPTED PURSUANT TO SECTION
906 OF THE


SARBANES-OXLEY ACT OF 2002





In connection with the Quarterly Report of Minera Andes Inc. (the Corporation), on Form 10-QSB for the quarterly period ended June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the
Report), I, Allen V. Ambrose, President of the Corporation, certify, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:





| | 1. |  | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
| | -- |  | ---------------------------------------------------------------------------------------------------------------------




| | 2. |  | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
| | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------




MINERA ANDES INC.Date: August 7, 2002



By:

/s/    Allen V. AmbroseAllen V. Ambrose President
---

CERTIFICATIONS

I, Earl Abbott, certify that:

1. I have reviewed this annual report on Form 10-KSB of Tornado
Gold International Corporation;

2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) for the small business issuer and I have:

a) designed such disclosure controls
and procedures to ensure that material information relating to the small
business issuer, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;

b) evaluated the effectiveness of the
small business issuers disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and

c) disclosed in this report any change
in the small business issuers internal control over financial reporting that
occurred during the small business issuers most recent fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the small
business issuers internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of
internal controls over financial reporting, to the small business issuers
auditors and the audit committee of the small business issuers board of
directors (or persons performing the equivalent functions):

a) all significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the small
business issuers ability to record, process, summarize and report financial
information; and

b) any fraud, whether or not material,
that involves management or other employees who have a significant role in the
small business issuers internal control over financial reporting.

Date: April 14, 2008

/s/ Earl. Abbott
  Earl Abbott Chief Executive
Officer, President, Secretary and Treasurer(Principal Executive Officer)

---
<TABLE> <S> <C>

<ARTICLE>                           5


<S>                                 <C>
<PERIOD-TYPE>                       9-MOS
<FISCAL-YEAR-END>                   DEC-31-1999
<PERIOD-START>                      JAN-01-1999
<PERIOD-END>                        SEP-30-1999
<CASH>                                  144,227
<SECURITIES>                                  0
<RECEIVABLES>                            34,825
<ALLOWANCES>                                  0
<INVENTORY>                              49,570
<CURRENT-ASSETS>                        268,332
<PP&E>                                  250,578
<DEPRECIATION>                         (144,126)
<TOTAL-ASSETS>                        1,099,246
<CURRENT-LIABILITIES>                 3,194,922
<BONDS>                                       0
<PREFERRED-MANDATORY>                         0
<PREFERRED>                                   0
<COMMON>                                  3,901
<OTHER-SE>                           (5,238,938)
<TOTAL-LIABILITY-AND-EQUITY>          1,099,246
<SALES>                                 384,301
<TOTAL-REVENUES>                        384,301
<CGS>                                   260,694
<TOTAL-COSTS>                         1,514,571
<OTHER-EXPENSES>                              0
<LOSS-PROVISION>                              0
<INTEREST-EXPENSE>                      268,015
<INCOME-PRETAX>                      (1,658,979)
<INCOME-TAX>                                  0
<INCOME-CONTINUING>                  (1,658,979)
<DISCONTINUED>                                0
<EXTRAORDINARY>                               0
<CHANGES>                                     0
<NET-INCOME>                         (1,658,979)
<EPS-BASIC>                              (.43)
<EPS-DILUTED>                              (.43)



</TABLE>
11TH COURT OF APPEALS

EASTLAND, TEXAS

JUDGMENT

Owen Daniel Heath, * From the 42nd District Court

of Taylor County,

Trial Court No. 28313A.

Vs. No. 11-20-00236-CR * August 4, 2022

The State of Texas, * Memorandum Opinion by Williams, J. 

(Panel consists of: Bailey, C.J.,

Trotter, J., and Williams, J.

This court has inspected the record in this cause and concludes that there is no 

error in the judgment below. Therefore, in accordance with this court’s opinion, 

the judgment of the trial court is in all things affirmed.