alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
EX-10.2






Exhibit 10.2




TERMINATION OF PURCHASE AGREEMENT




     THIS
TERMINATION OF PURCHASE AGREEMENT (this
“Agreement”), dated as of August 2, 2009, is
entered into by and between Hicks Acquisition Company I, Inc., a Delaware corporation (the
“Company”), Thomas O. Hicks (the “Buyer”) and HH-HACI, L.P. (collectively, the “Parties,” and each,
a “Party.”)



PRELIMINARY STATEMENTS




     A. The Buyer and the Company have entered into a Co-Investment Securities Purchase Agreement
dated as of September 26, 2007 (the “Purchase Agreement”); and



     B. Upon the advice of financial advisors and a majority of the independent directors of the
Company, the Company wishes to terminate the Purchase Agreement.



STATEMENT OF AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and the agreements set forth below, the
Parties hereto agree as follows:



     1. Termination. The Purchase Agreement is hereby terminated and of no further force
and effect. For the avoidance of doubt, Section 6.1 (Failure to Purchase) of the Purchase
Agreement is hereby rendered null and void.



     2. Authority. Each Party represents that such Party has full power and authority to
enter into this Agreement, and that this Agreement constitutes a legal, valid and binding
obligation of such Party, enforceable against such Party in accordance with its terms.



     3. Counterparts. This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original, but all of which will constitute one and the same
agreement.



     4. Applicable Law. This Agreement, the entire relationship of the Parties, and any
litigation between the Parties (whether grounded in contract, tort, statute, law or equity) shall
be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of
Delaware, without giving effect to its choice of laws principles.



[Signature Page Follows]




 









 





     IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the
date first set forth above.



	 	 	 	 	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HICKS ACQUISITION COMPANY I, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Joseph B. Armes	 	 
	 	 	 	 	 	 	 
	 	 	 	 	Joseph B. Armes	 	 
	 	 	 	 	President, Chief Executive Officer	 	 
	 	 	 	 	and Chief Financial Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	BUYER:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	/s/ Thomas O. Hicks	 	 
	 	 	 	 	 
	 	 	Thomas O. Hicks	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HH-HACI, L.P.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: HH-HACI GP, LLC,

its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:
	 	/s/ Thomas O. Hicks	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Thomas O. Hicks	 	 
	 

	 	 	 	 	 	 	 	Sole Member and Manager
**Exhibit32.1**

 

**CERTIFICATIONPURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED**

**PURSUANTTO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002**

 

In connection with theQuarterly Report of Carreker Corporation (the Company) on Form 10-Q for thequarterly period ending October 31, 2004 as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, John D. Carreker,Jr., Chief Executive Officer of the Company, certify, 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 ofsection 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2)          The information contained in the Report fairlypresents, in all material respects, the financial condition and results ofoperations of the Company.

 
|                                             |
|--------------------------------------------------|
| /s/    JOHN D. CARREKER, JR. |
| John D. Carreker, Jr.,  Chief Executive Officer  |

 

 

Dated:    December 10, 2004

 

 

 

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


<ARTICLE>                     5

<S>                             <C>                           <C>
<PERIOD-TYPE>                   6-MOS                         3-MOS
<FISCAL-YEAR-END>                          DEC-31-2000              DEC-31-2000
<PERIOD-END>                               SEP-30-2000              SEP-30-2000
<CASH>                                       1,050,007                1,050,007
<SECURITIES>                                         0                        0
<RECEIVABLES>                                        0                        0
<ALLOWANCES>                                         0                        0
<INVENTORY>                                          0                        0
<CURRENT-ASSETS>                             1,051,007                1,051,007
<PP&E>                                               0                        0
<DEPRECIATION>                                       0                        0
<TOTAL-ASSETS>                               1,964,607                1,964,607
<CURRENT-LIABILITIES>                        2,573,393                2,573,393
<BONDS>                                              0                        0
<PREFERRED-MANDATORY>                                0                        0
<PREFERRED>                                          0                        0
<COMMON>                                           186                      186
<OTHER-SE>                                    (679,468)                (679,468)
<TOTAL-LIABILITY-AND-EQUITY>                 1,964,607                1,964,607
<SALES>                                              0                        0
<TOTAL-REVENUES>                                     0                        0
<CGS>                                                0                        0
<TOTAL-COSTS>                                3,091,853                  809,242
<OTHER-EXPENSES>                                     0                        0
<LOSS-PROVISION>                                     0                        0
<INTEREST-EXPENSE>                              62,748                   68,200
<INCOME-PRETAX>                             (3,154,601)                (877,442)
<INCOME-TAX>                                         0                        0
<INCOME-CONTINUING>                                  0                        0
<DISCONTINUED>                                       0                        0
<EXTRAORDINARY>                                      0                        0
<CHANGES>                                            0                        0
<NET-INCOME>                                (3,154,601)                (877,442)
<EPS-BASIC>                                      (0.18)                   (0.06)
<EPS-DILUTED>                                    (0.18)                   (0.06)




</TABLE>
**EXHIBIT      32.2          **

**CERTIFICATION      PURSUANT TO **

**18      U.S.C. SECTION 1350,**

**AS      ADOPTED PURSUANT TO**

**SECTION      906 OF THE SARBANES-OXLEY ACT OF 2002**

|   | */s/                Ronald H. Friesen*                           |
|--------|------------------------------------------------------------------|
|   | Ronald                H. Friesen                                 |
|   | Senior                Vice President and Chief Financial Officer |
|   | (principal                financial officer)                     |
|   | May                14, 2007                                      |
**Exhibit 31.1**CERTIFICATIONI, Terrance J. Lillis, certify that: 1. I have reviewed this report on Form 10-K and all reports on Form 10-D requiredto be filed in respect of the period covered by this report on Form 10-K of PrincipalLife Income Fundings Trust 2007-4 (the “Exchange Act periodic reports”);  2. Based on my knowledge, the Exchange Act periodic reports, taken as whole, donot contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which suchstatements were made, not misleading with respect to the period covered by this report;  3. Based on my knowledge, all of the distribution, servicing and other informationrequired to be provided under Form 10-D for the period covered by this report isincluded in the Exchange Act periodic reports;  4. Based on my knowledge and the servicer compliance statement(s) required in thisreport under Item 1123 of Regulation AB, and except as disclosed in the Exchange Actperiodic reports, the servicer has fulfilled its obligations under the servicingagreement(s) in all material respects; and  5. All of the reports on assessment of compliance with servicing criteria forasset-backed securities and their related attestation reports on assessment ofcompliance with servicing criteria for asset-backed securities required to be includedin this report in accordance with Item 1122 of Regulation AB and Exchange Act Rules13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwisedisclosed in this report. Any material instances of noncompliance described in suchreports have been disclosed in this report on Form 10-K.In giving the certifications above, I have reasonably relied on information provided to me by thefollowing unaffiliated parties: Citibank, N.A. and Bankers Trust Company, N.A.Date: March 27, 2008   /s/ Terrance J. Lillis   Terrance J. Lillis  Chief Financial Officer- Retirement and Investor Services
```

[Congressional Bills 113th Congress]
[From the U.S. Government Publishing Office]
[H.R. 5419 Engrossed in House (EH)]

113th CONGRESS
  2d Session
                                H. R. 5419

_______________________________________________________________________

                                 AN ACT

 
To amend the Internal Revenue Code of 1986 to provide for a right to an 
administrative appeal relating to adverse determinations of tax-exempt 
                    status of certain organizations.

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

SECTION 1. ADMINISTRATIVE APPEAL RELATING TO ADVERSE DETERMINATIONS OF 
              TAX-EXEMPT STATUS OF CERTAIN ORGANIZATIONS.

    (a) In General.--Section 7123 of the Internal Revenue Code of 1986 
is amended by adding at the end the following:
    ``(c) Administrative Appeal Relating to Adverse Determination of 
Tax-Exempt Status of Certain Organizations.--
            ``(1) In general.--The Secretary shall prescribe procedures 
        under which an organization described in section 501(c) may 
        request an administrative appeal (including a conference 
        relating to such appeal if requested by the organization) to 
        the Internal Revenue Service Office of Appeals of an adverse 
        determination described in paragraph (2).
            ``(2) Adverse determinations.--For purposes of paragraph 
        (1), an adverse determination is described in this paragraph if 
        such determination is adverse to an organization with respect 
        to--
                    ``(A) the initial qualification or continuing 
                qualification of the organization as exempt from tax 
                under section 501(a) or as an organization described in 
                section 170(c)(2),
                    ``(B) the initial classification or continuing 
                classification of the organization as a private 
                foundation under 509(a), or
                    ``(C) the initial classification or continuing 
                classification of the organization as a private 
                operating foundation under section 4942(j)(3).''.
    (b) Effective Date.--The amendment made by subsection (a) shall 
apply to determinations made after the date of the enactment of this 
Act.

            Passed the House of Representatives September 16, 2014.

            Attest:

                                                                 Clerk.
113th CONGRESS

  2d Session

                               H. R. 5419

_______________________________________________________________________

                                 AN ACT

To amend the Internal Revenue Code of 1986 to provide for a right to an 
administrative appeal relating to adverse determinations of tax-exempt 
                    status of certain organizations.
```
THEATTORNEY GENERAL 

OFTEXAS 

AUSTIN ~~.TEXAS 

i 

February 18, 1959 

Hon. Robert 9. Calvert 

Comptroller of Public Accounts 

Opinion No. NW- 554 

Capitol Station 

Austin, Texas 

Re: 

Dear Mr. Calvert: 

Whether or not shut-in 

gas royalty payments 

are taxable under the 

provisions of Article 

7047b, V.C.S. 

Your letter of December 11, 1958, requesting an opinion 

upon the above-captioned matter, reads, in part, as follows: 

"In making audits of several of the gas production 

accounts it has been noted that in a number of 

instances the producers make shut-in royalty payments.to various of the interest holders. A _ 

question has arisen as to whether or not such 

payments are subject to the gasproduction tax, 

in view of the fact that the payments might be 

considered as a bonus or premium for gas that has 

been or which will, In the future, be produced 

from the lease." 

Article~7047b does not specifically purport to cover 

this situation. Therefore, 

*legislative intent" 

we must attempt to discern the 

without thereby adding to the statute. 

This is a severance tax. It contemplates roductlon of 

gas. Dec. 1 (lp. The tax base is either (1) +lue mar e 

of gas at the mouth of the well or (2) grosa cash receipts, 

Dec. 1 (q7. 

It is certainly true that royalty interest owners are 

herein included in the taxed group. Dec. 1 (8J. It is 

also true that royalty owners are here receiving cash payments 

--shut-in royalties. However, these payments do not result 

from the production and sale of gas. They do not originate 

from purchasers, but rather from the lessee-producers. They 

are to compensate the royalty interest holders for lost 

production payments during periods when no nroduction occurs. 

nion 011 Company of California v.,L. 73. Ogden, et al, Tex. 

~.APP. (19551 > 2?5s . . 246). 
Hon. Robert S. Calvert, Page 2, Opinion No. WW-a 

This is equally true whether a well be "shut-in" Immediately 

upon completion or after some'productlon has occurred. 

The statute measure8 tax compensation to the state by 

gas "produced and saved." As there la no severance occurring 

during these shut-in periods, the original potential production remains intact, and the full contemplated tax may still 

be imposed when gas Is produced. 

In view of the above reasoning, therefore, we believe 

that shut-in gas royalty payments are outside the intended 

scope of this tax statute. 

Shut-in gas royalty payments are not taxable 

under the provisions of Article 7O$'b, V,C.S. 

Yours very truly, 

WILL WILSON 

Attorney General of Texas 

APPROVED: 

rney General 

OPINION COMMITTEE: 

Geo. P. Blackburn, Chairman 

Milton Richardson ( \ - 

Tom Burrus 

Joe Rollins 

REVIEWED FCRTHE ATTORNEY GENBRAL 

By W, V. Geopert 

I V . Geppert 

,' 

.,I
exhibit101.htm


EXHIBIT 10.1


	  CONFIDENTIAL TREATMENT REQUESTED

--



CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION







 





 





 

Amendment no. 1 to

 





 

_______________________________________________________________________

 

Long-Term Ingot and Wafer Supply Agreement

 

________________________________________________________________________

 





 

between

 





 

NorSun AS 

 

and

 

SunPower Corporation

 





 





 

 

 





 





 





 





 





 





 

JW

 

JH

 





  



  







  





This Amendment No. 1 to the Long-Term Ingot and Wafer Supply Agreement dated 9. August 2007 (the “Amendment”) is entered into as of __. November 2007 (the “Amendment Date”), between SunPower Corporation, a company organized under the laws of Delaware, USA, with registered address 3939 North First Street, San Jose,
California 95134, USA ("SunPower") and NorSun AS, a company organized under the laws of Norway with registered address Bankplassen 1, 0151 OSLO.

 





 

WHEREAS SunPower and NorSun (collectively referred to as the “Parties”) are parties to a certain Long-Term Ingot and Wafer Supply Agreement, effective as of 9. August 2007 (the “Wafer and Ingot Agreement”). Capitalized terms not otherwise defined in this Amendment
shall have the meanings given to such terms in the Contract.

 

WHEREAS The Parties desire to amend the Wafer and Ingot Agreement to modify certain supply quantities for Polysilicon.

 





 

Agreement

 





 

The parties to this Amendment, intending to be legally bound, agree as follows:

 


	
1.  
	
Schedule no. 2: The quantities of Polysilicon set forth in column 6 of Schedule 2 for 2007 and 2008 shall be amended as follows:




 

Polysilicon to be supplied by Sunpower to NorSun in December 2007, (Schedule 2, line 3, column 6) shall be changed from *** to *** metric tonnes (“MT”)

 

Polysilicon to be supplied by Sunpower to NorSun in March 2008, (Schedule 2, line 6, column 6) shall be changed from *** to ***MT.

 


	
2.  
	
Execution: This Amendment is executed in two counterparts, one to each of the Parties.




 


	
3.  
	
Effect of Amendment.  Except as specifically modified herein, all terms and conditions of the Wafer and Ingot Agreement shall continue in full force and effect.




 

The parties have caused this Amendment to be executed and delivered as of the Amendment Date.

 





 


	
For and on behalf of

NorSun AS

 

/s/ Jon Hindar                                                                
	
For and on behalf of

Sunpower Corporation

 

/s/ Jon Whiteman                                   11-20-07                      

	
Name: Jon Hindar

Title: Chief Executive Officer
	
Name: Jon Whiteman

Title: Vice President, Strategic Supply








*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.



 


	 2
#### JAMES H. FAISON, SR., v. JOHN WESLEY CRIBB and ROBERT BATTS.

(Filed 15 December, 1954.)

Damages § la—

Where the allegations and theory of trial disclose that plaintiff was relying on future damages as a part of his recovery, a charge that he is entitled to recover in one lump sum for all injuries past, present, and prospective, without instructing the jury that the amount awarded for future losses should be based on the present cash value or present worth of such losses, must be held for prejudicial error.

Appeal by defendant Cribb from *Burgwyn, Emergency Judge,*and a jury, at June Term, 1954, of New IIaNovek.

Civil action in tort involving collision of two automobiles and a bicycle at a street intersection in the City of "Wilmington, North Carolina.

The bicyclist instituted the action against both automobile operators. The action was dismissed as in case of nonsuit as to the defendant Batts, but was submitted to the jury as to the defendant Cribb on issues of negligence and damages. These were answered in favor of the plaintiff, and he was awarded damages in the sum of $10,250.

From judgment based upon the verdict the defendant Cribb appeals, assigning numerous errors but bringing forward assignments which relate only to the charge of the court.

*McClelland & Burney and Lonnie B. Williams for appellant.*

*W. P. Burkhimer for appellee.*

JOHNSON, J.

On the issue of damages the court charged that the plaintiff was entitled to recover in one lump sum for all injuries, past, present, and prospective, without instructing the. jury that the amount awarded should be based upon the present cash value or present worth of the future losses.

The charge as given is similar to that in *Lamont v. Hospital,*206 N.C. 111, 173 S.E. 46. In that case this Court in awarding a new trial said: “This charge is defective in that it fails-to limit plaintiff’s recovery for future losses to the present cash value or present worth of such losses.” See also *Daughtry v. Cline,*224 N.C. 381, 30 S.E. 2d 322, 154 A.L.R. 789; Annotations: 77 A.L.R. 1439, p. 1446; 154 A.L.R. 796, p. 799.

In the case at hand the plaintiff’s allegations and the theory of the trial disclose that he was relying upon future damages as a substantial part of his recovery. This being so, we are constrained to the view that the inadvertence of the able judge who presided below in failing to apply the doctrine of the *Ijamont case*must be treated as prejudicial error. See *304concurring opinion of *Barnhill, J.,*now *C. J.,*in *Daughtry v. Cline, supra*(224 N.C. 381, bot. p. 386, 30 S.E. 2d 322, p. 324).

We refrain from discussing the other assignments of error since the questions presented may not arise on retrial.

New trial.
Exhibit 31.6

CERTIFICATION OF CHIEF FINANCIAL OFFICER,
PURSUANT TO RULE 13a-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Kevin Murphy, certify
that:

1. I have reviewed this report:
Amendment No.1 on Form 10-Q/A of SteeCloud, Inc.;

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.

Date: October 21, 2005

| |  | By: /s/ Kevin Murphy                             | 
| |  | ------------------------------------------------ | 
| |  | Name: Kevin MurphyTitle: Chief Financial Officer |
* Pursuant to 5 TH C IR. R. 47.5, the court has determined that this opinion should not be published and is not precedent except under the limited circumstances set forth in 5 TH C IR. R. 47.5.4. 

### IN THE UNITED STATES COURT OF APPEALS

FOR THE FIFTH CIRCUIT

No. 07-50748 Conference Calendar UNITED STATES OF AMERICA Plaintiff-Appellee v. JUAN SARABIA-PICHARDO Defendant-Appellant

Appeal from the United States District Court for the Western District of Texas USDC No. 3:07-CR-47-ALL Before KING, BARKSDALE, and DENNIS, Circuit Judges. PER CURIAM: * Appealing the Judgment in a Criminal Case, Juan Sarabia-Pichardo raises arguments that are foreclosed by Almendarez-Torres v. United States, 523 U.S. 224, 235 (1998), which held that 8 U.S.C. § 1326(b)(2) is a penalty provision and not a separate criminal offense. See United Statesv. Pineda-Arrellano, 492 F.3d 624, 625 (5th Cir. 2007), petition for cert. filed (Aug. 28, 2007) (No. 07-6202). The United States Court of Appeals

Fifth Circuit 

### F I L E D November 8, 2007 Charles R. Fulbruge III ClerkNo. 07-50748

2 Government’s motion for summary affirmance is GRANTED, and thejudgment of the district court is AFFIRMED.
Exhibit 32.2

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 New England Realty Associates Limited Partnership (the "Partnership") on Form 10-Q for the period ending March 31, 2008 as filed
with the Securities and Exchange Commission on the date hereof (the "Report"), I, Harold Brown, the Treasurer and a Director of the Partnership's General Partner, NewReal, Inc., certify,
pursuant to 18.U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:



| | /s/ HAROLD BROWN                                                                                                     
| | ---------------------------------------------------------------------------------------------------------------------
| | Harold Brown
Principal Financial Officer
(Treasurer and Director of
the Partnership's General Partner,
NewReal, Inc.)

May 12, 2008

A
signed original of this written statement has been provided to New England Realty Associates L.P. and will be retained by New England Realty Associates L.P. and furnished to the
Securities and Exchange Commission or its staff upon request.

---



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