alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Letter Agreement between Berjaya



 






Exhibit 10.5




ROADHOUSE GRILL, INC.

2703-A GATEWAY DRIVE

POMPANO BEACH, FLORIDA 33069




November 17, 2005




Berjaya Group (Cayman) Limited

c/o Berjaya Group Berhad

12th Floor, Menara Berjaya, KL Plaza

179 Jalan Bukit Bintang

55100 Kuala Lumpur, Maylasia

Attn: Francis Lee, Executive Director




Gentlemen:




          This letter agreement (“Agreement”) between the parties hereto sets forth the terms under
which Berjaya Group (Cayman) Limited (“Berjaya”) shall, in their role as a secured lender to
Roadhouse Grill, Inc. (the “Company”), approve the proposed Merger (the “Merger”) between the
Company and Steakhouse Partners, Inc. (“Steakhouse”), and, in their role as a stockholder of the
Company, enter into a Voting Agreement (the “Voting Agreement”) agreeing to vote the shares of the
Company’s common stock that they own in favor of the Merger.




The Agreement




          Under the terms of that certain Amended and Restated Loan Agreement between Berjaya and the
Company, dated as of October 6, 2005 (the “Loan Agreement”), Berjaya has the right to approve a
“Sale Transaction” (as defined in the Loan Agreement). Additionally, pursuant to that certain
Agreement and Plan of Merger, dated as of November 17, 2005 (the “Merger Agreement”), Steakhouse
is requiring that Berjaya enter into a Voting Agreement under which they agree to support the
Merger transaction contemplated by the Merger Agreement.




          For good and valuable consideration, as set forth herein, Berjaya hereby consents to the
Merger in its role as a secured lender to the Company and agrees to execute the Voting Agreement
pursuant to which they will support the Merger in its role as a stockholder of the Company. In
return, the Company agrees that at the closing of the Merger, it will pay to Berjaya a fee of
$850,000 in cash.




Other




          This Agreement constitutes the entire agreement between the parties hereof regarding the
subject matter hereof. This Agreement may only be changed by a written agreement signed by the
parties hereof.




1









 








          The subject headings in this Agreement are provided for the convenience of the reader and do
not make up a part of the Agreement itself.




          This Agreement will be governed and construed in accordance with the laws of the State of
Florida, without regard to the conflicts of laws principles thereof.




          If Berjaya is in agreement with the foregoing, please sign and return one copy of this
Agreement. Any counterpart copies will constitute one single document with respect to this
Agreement.




	 	 	 	 	 
	 	 	Sincerely,
	 
	 	 	 	 
	 	 	ROADHOUSE GRILL, INC.
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Ayman Sabi
	 

	 	 	 	 
	 	 	Name: Ayman Sabi
	 	 	Title: President/CEO





Agreed to and accepted as of the 17th day of November, 2005.




	 	 	 	 	 
	BERJAYA GROUP (CAYMAN) LIMITED	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	By:

	 	/s/ Francis Lee
 

	 	 
	Name: Francis Lee	 	 
	Title: Authorized Signatory	 	 







2
## St at e of Ne w York Supre me Court , Appe llat e D i vi s i on T h i rd J udicial D e

part me n t Decided and Entered: December 1, 2016 1 07971

________________________________ THE PEOPLE OF THE STATE OF NEW YORK, Respondent, v MEMORANDUM AND ORDER BRIAN N. JOHNSON, Appellant.

________________________________ Calendar Date: October 11, 2016 Before: Peters, P.J., Lynch, Devine, Clark and Aarons, JJ.

__________ Robert Didio & Associates, Kew Gardens (Robert D. Didio of counsel), for appellant. Stephen K. Cornwell Jr., District Attorney, Binghamton (Stephen D. Ferri of counsel), for respondent.

__________ Peters, P.J. Appeal from a judgment of the County Court of Broome County (Cawley, J.), rendered February 28, 2013, convicting defendant upon his plea of guilty of the crime of robbery in the second degree. In satisfaction of several charges, defendant waived indictment and entered a guilty plea to a superior court information charging him with robbery in the second degree. He was sentenced, as agreed, as a second felony offender to a prison term of 13 years with five years of postrelease supervision, and now appeals.-2- 107971

Defendant claims that County Court erred in declining to order, sua sponte, a hearing to determine his competency in light of certain statements that he made during his sentencing. A defendant is presumed to be competent, and a trial court is obligated to order a competency exam only if it has a "reasonable ground for believing that a defendant [was] in such [a] state . . . that he [or she was] incapable of understanding the charge, [accusatory instrument] or proceedings or of making his [or her] defense" due to a mental disease or defect (People v Tortorici, 92 NY2d 757, 765 [1999], cert denied 528 US 834 [1999] [internal quotation marks and citation omitted]; accord People v Kot, 126 AD3d 1022, 1024 [2015], lv denied 25 NY3d 1203 [2015]; see CPL 730.10 [1]). The record in this case fails to rebut the presumption of competency. Defendant's remarks at sentencing, on which he now relies, were suggestive of a political or obstructionist frame of mind, not an incompetent one (see People v Dowling, 92 AD3d 1034, 1034-1035 [2012], lv denied 18 NY3d 993 [2012]; People v Daley, 302 AD2d 745, 746 [2003]), and defense counsel did not at any point in the proceedings raise concerns regarding defendant's competency or request a competency hearing. County Court did not abuse its discretion by relying upon the available information, including its own observations of defendant, the nature of his remarks and the presentence report indicating that he had no psychiatric history to conclude that there was no reasonable basis to question his sanity or competency (see People v Tortorici, 92 NY2d at 765-766; People v Kot, 126 AD3d at 1024- 1025; People v Stover, 123 AD3d 1232, 1233 [2014], lv denied 26 NY3d 936 [2015]; People v Duffy, 119 AD3d 1231, 1232-1233 [2014], lv denied 24 NY3d 1043 [2014]). Lynch, Devine, Clark and Aarons, JJ., concur.-3- 107971

ORDERED that the judgment is affirmed.

ENTER:

Robert D. Mayberger Clerk of the Court
Exhibit 32.2





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





I, R. Steven Caldwell, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:





(1)
the Quarterly Report of Willamette Valley Vineyards, Inc. on Form 10-Q for the quarterly period ended September 30, 2010 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)
information contained in the Report fairly presents in all material respects the financial condition and results of operations of Willamette Valley Vineyards, Inc.





Date: May 11, 2011By:
/s/ R. Steven CaldwellName:
R. Steven CaldwellTitle:
Chief Financial Officer





A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Willamette Valley Vineyards, Inc. and will be retained by Willamette Valley Vineyards, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.





This certification accompanies this Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by Willamette Valley Vineyards, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that Willamette Valley Vineyards, Inc. specifically incorporates it by reference.
#### Thomas S. EDGINGTON and James H. Morrissey, Appellants, v. Richard M. LAWN, Gordon A. Vehar, and Karen L. Wion, Appellees.

No. 01-1185.

United States Court of Appeals, Federal Circuit.

March 26, 2001.

ORDER

The parties having so agreed, it is

ORDERED that the proceeding is DIS MISSED under Fed. R.App. P. 42(b).
<TABLE> <S> <C>



<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated statements of income and the consolidated balance sheets and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                       1,396,718
<SECURITIES>                                 4,133,397
<RECEIVABLES>                                1,909,521
<ALLOWANCES>                                   132,000
<INVENTORY>                                  1,560,360
<CURRENT-ASSETS>                             9,555,174
<PP&E>                                       1,947,060
<DEPRECIATION>                               1,492,224
<TOTAL-ASSETS>                              14,770,411
<CURRENT-LIABILITIES>                        2,105,498
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                       444,108
<OTHER-SE>                                  12,052,805
<TOTAL-LIABILITY-AND-EQUITY>                14,770,411
<SALES>                                     12,843,505
<TOTAL-REVENUES>                            12,843,505
<CGS>                                        4,380,295
<TOTAL-COSTS>                                4,380,295
<OTHER-EXPENSES>                             4,580,902
<LOSS-PROVISION>                                15,323
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                              3,882,308
<INCOME-TAX>                                 1,312,000
<INCOME-CONTINUING>                          2,570,308
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                 2,570,308
<EPS-PRIMARY>                                      .57
<EPS-DILUTED>                                      .56
        


</TABLE>
```

[Congressional Bills 118th Congress]
[From the U.S. Government Publishing Office]
[H.R. 1428 Introduced in House (IH)]

<DOC>

118th CONGRESS
  1st Session
                                H. R. 1428

     To amend the Agricultural Marketing Act of 1946 to repeal the 
 prohibition for certain individuals convicted of a felony offense to 
        participate in hemp production, and for other purposes.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                             March 7, 2023

 Mr. Trone (for himself, Mr. Joyce of Ohio, Ms. Mace, Ms. Pingree, Mr. 
Blumenauer, Ms. Titus, and Ms. Bonamici) introduced the following bill; 
           which was referred to the Committee on Agriculture

_______________________________________________________________________

                                 A BILL

 
     To amend the Agricultural Marketing Act of 1946 to repeal the 
 prohibition for certain individuals convicted of a felony offense to 
        participate in hemp production, and for other purposes.

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

SECTION 1. SHORT TITLE.

    This Act may be cited as the ``Free to Grow Act of 2023''.

SEC. 2. REPEAL OF FELONY WITH RESPECT TO HEMP PRODUCTION.

    Section 297B(e)(3)(B) of the Agricultural Marketing Act of 1946 (7 
U.S.C. 1639p(e)(3)(B)) is repealed.
                                 <all>
```
I 

108TH CONGRESS 

2D SESSION H. R. 4672

To amend part C of title XVIII of the Social Security Act to prohibit 

the comparative cost adjustment (CCA) program from operating in the 

State of Rhode Island. 

IN THE HOUSE OF REPRESENTATIVES 

JUNE 23, 2004

Mr. KENNEDY of Rhode Island (for himself and Mr. LANGEVIN) introduced 

the following bill; which was referred to the Committee on Energy and 

Commerce, and in addition to the Committee on Ways and Means, for 

a period to be subsequently determined by the Speaker, in each case for 

consideration of such provisions as fall within the jurisdiction of the committee concerned 

A BILL

To amend part C of title XVIII of the Social Security Act 

to prohibit the comparative cost adjustment (CCA) program from operating in the State of Rhode Island.

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

3 SECTION 1. PROHIBITION ON OPERATION OF MEDICARE 

4 COMPARATIVE COST ADJUSTMENT (CCA) 

5 PROGRAM IN RHODE ISLAND. 

6 (a) IN GENERAL.—Section 1860C–1(b) of the Social 

7 Security Act, as added by section 241 of the Medicare Pre-
2

•HR 4672 IH 

1 scription Drug, Improvement, and Modernization Act of 

2 2003 (Public Law 108–173), is amended by adding at the 

3 end the following: 

4 ‘‘(3) NO CCA AREAS WITHIN RHODE ISLAND.—

5 A CCA area shall not include an MSA any portion 

6 of which is within the State of Rhode Island.’’. 

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

8 this section shall take effect as if included in the enact9 ment of the Medicare Prescription Drug, Improvement, 

10 and Modernization Act of 2003 (Public Law 108–173).

Æ
**EXHIBIT 32**

**CERTIFICATIONSREQUIRED PURSUANT TO 18 U.S.C. § 1350**

Solely for the purposes of complying with 18 U.S.C. § 1350,I, the undersigned President and Chief Executive Officer of Pierre Foods, Inc.(the “Company”), hereby certify, based on my knowledge, that this QuarterlyReport on Form 10-K of the Company for the fiscal year ended March 3, 2007 (the“Report”) fully complies with the requirements of Section 15(d) of theSecurities Exchange Act of 1934 and that information contained in the Reportfairly presents, in all material respects, the financial condition and resultsof operations of the Company.
| /s/ NORBERT  E. WOODHAMS |   |   |   |   |
|-------------------------------|--------|--------|--------|--------|
| Norbert E. Woodhams           |
| June 15, 2007                 |

 

Solely for the purposes of complying with 18 U.S.C. § 1350, I,the undersigned Chief Financial Officer of Pierre Foods, Inc. (the “Company”),hereby certify, based on my knowledge, that this Quarterly Report on Form 10-Kof the Company for the fiscal year ended March 3, 2007 (the “Report”) fullycomplies with the requirements of Section 15(d) of the Securities Exchange Actof 1934 and that information contained in the Report fairly presents, in allmaterial respects, the financial condition and results of operations of theCompany.
| /s/ JOSEPH  W. MEYERS |   |   |   |   |
|----------------------------|--------|--------|--------|--------|
| Joseph W. Meyers           |
| June 15, 2007              |

 

----
11159.

#### Stewart *v.*Durham.

Decided September 17, 1920.

Foreclosure of lien;'from Hall superior court — Judge J. B. Jones. November 1, 1919.

*E. D. Kenyon,*for plaintiff in error.

*W. B. Sloan,*contra.

Stephens, J.

1. Before a laborer’s lien can be foreclosed it must be shown that the laborer has fully completed the contract. *Wall*v. *Rutherford,*60 *Ga.*440; *Dexter*v. *Glover,*62 *Ga.*312.

2. While the contract will be treated as fully performed and completed by the laborer when the completion thereof has been prevented by the other party thereto *(Ballard*v. *Daniel,*18 *Ga. App.*449, 89 S. E. 603, and cases there cited), yet where a cropper, before completing his contract, demands that the part of the crop which has been gathered be sold, and the demand is refused by the landlord, and it does not appear that the landlord in any way prevented the cropper from gathering the remainder of the crojp and completing his contract, it cannot be said that such action on the part of the landlord amounts to such a prevention on his part as will permit the foreclosure of a laborer’s lien before the contract has been fully performed.

3. The evidence demanded a verdict for the defendant and the trial judge erred in overruling the motion for new trial.

*Judgment reversed.*

*Jenkins, P. J., and Smith, J., concur.*
```

[Congressional Bills 108th Congress]
[From the U.S. Government Publishing Office]
[H.R. 4646 Reported in House (RH)]

                                                 Union Calendar No. 376
108th CONGRESS
  2d Session
                                H. R. 4646

                          [Report No. 108-626]

 To amend title 28, United States Code, to provide for the holding of 
    Federal district court in Plattsburgh, New York, and for other 
                               purposes.

_______________________________________________________________________

                    IN THE HOUSE OF REPRESENTATIVES

                             June 22, 2004

  Mr. McHugh introduced the following bill; which was referred to the 
                       Committee on the Judiciary

                             July 21, 2004

Reported with amendments, committed to the Committee of the Whole House 
          on the State of the Union, and ordered to be printed
 [Strike out all after the enacting clause and insert the part printed 
                               in italic]

_______________________________________________________________________

                                 A BILL

 
 To amend title 28, United States Code, to provide for the holding of 
    Federal district court in Plattsburgh, New York, and for other 
                               purposes.

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

<DELETED>SECTION 1. PLACE OF HOLDING COURT IN THE NORTHERN DISTRICT OF 
              NEW YORK.</DELETED>

<DELETED>    Section 112(a) of title 28, United States Code, is amended 
by striking ``and Watertown'' and inserting ``Watertown, and 
Plattsburgh''.</DELETED>

SECTION 1. PLACE OF HOLDING COURT IN THE NORTHERN DISTRICT OF NEW YORK.

    Section 112(a) of title 28, United States Code, is amended by 
inserting ``Plattsburgh,'' after ``Malone,''.
            Amend the title so as to read: ``A bill to amend title 28, 
        United States Code, to provide for an additional place of 
        holding court in the Northern District of New York.''.

                                                 Union Calendar No. 376

108th CONGRESS

  2d Session

                               H. R. 4646

                          [Report No. 108-626]

_______________________________________________________________________

                                 A BILL

 To amend title 28, United States Code, to provide for the holding of 
    Federal district court in Plattsburgh, New York, and for other 
                               purposes.

_______________________________________________________________________

                             July 21, 2004

Reported with amendments, committed to the Committee of the Whole House 
          on the State of the Union, and ordered to be printed
```
From: Mike Bergman 

Sent: Tuesday, May 16, 2023, 12:44 PM

To:

Subject: Presentation material on Subgroup alignment and restructuring from today's IoTAB 

meeting

Here is the material on Subgroup Alignment that I presented and edited in today’s IoTAB meeting:

1. Consumer Subgroup: Not required by the Charter. Move to a short commentary section on 

important sectors.

2. Smart Homes Subgroup: Not required by the Charter. Move to a short commentary section 

on important sectors.

3. Regulations & Commerce Subgroup: Not required by the Charter. Drop. Regulations 

discussion to be in specific Subgroups or in Policies, as Subgroup leaders decide.

4. Skills, Education, Workforce Development Subgroup: Not required by the Charter. Move to a 

commentary section with contribution from Subgroup leaders, Benson to assemble content. 

5. Standards Subgroup: Not required by the Charter. Move to a commentary section with 

contribution from Subgroup leaders.

Disposition: Adopt the above.

In addition, several “Charter” topics are not yet specified for Subgroups; here are the blank ones 

with a suggested action for each:

• Spectrum: Not yet identified as a Subgroup. (New subgroup active now)

• User protection: Needs more definition and discussion. Add to the next IoTAB meeting 

agenda to get group consensus on what this should be about. “Protecting the safety and 

privacy of users of the internet of things”—privacy, cybersecurity threats; specific 

absorption of radiation? Disposition: Have some commentary text that explains how User 

Protection is covered in Privacy and Security sections. Note concern re AI transparency.

• Agency coordination: Not yet identified as a Subgroup. Disposition: Have some commentary 

that explains how we are already making agency cooperation recommendations in specific 

sections.
Implied sections resulting from these changes:

• In whatever Background section we have, need to include these subtopics: Consumer, Smart 

Homes, Skills/Education/Workforce, Standards

• User Protection discussion section

• Agency Coordination discussion section

Note that the “implied sections” is directed to NIST editors, so that we have blank sections in the 

report—as a reminder that we’ll need content.

___________________________________________

Mike Bergman

Vice President, Technology & Standards

Consumer Technology Association, producer of CES®

CTA.tech | CES.tech
<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                       3,431,630
<SECURITIES>                                         0
<RECEIVABLES>                               30,257,416
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                            50,895,692
<PP&E>                                      35,429,774
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                             626,619,021
<CURRENT-LIABILITIES>                       32,777,312
<BONDS>                                    382,768,015
<PREFERRED-MANDATORY>                      202,678,828
<PREFERRED>                                          0
<COMMON>                                        87,673
<OTHER-SE>                                (29,041,309)
<TOTAL-LIABILITY-AND-EQUITY>               626,619,021
<SALES>                                              0
<TOTAL-REVENUES>                           110,789,033
<CGS>                                                0
<TOTAL-COSTS>                               82,037,505
<OTHER-EXPENSES>                             3,423,294
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                          29,687,156
<INCOME-PRETAX>                            (4,358,922)
<INCOME-TAX>                                   583,100
<INCOME-CONTINUING>                        (4,942,022)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                            (5,569,119)
<CHANGES>                                            0
<NET-INCOME>                              (10,511,141)
<EPS-PRIMARY>                                   (3.03)
<EPS-DILUTED>                                   (3.03)
        

</TABLE>