alea-institute/kl3m-data-sample-004-shuffled huggingface dataset:
Form of Letter Agreement between BWAY Corporation and Kelso & Company, L.P.



 Exhibit 10.37 
 [BWAY Corporation Letterhead] 
                  [    ], 2007 
 Kelso & Company, L.P. 
 320 Park Avenue, 24th Floor 
 New York, New York 10022 
 Ladies and Gentlemen: 
 Reference is made to the Financial
Advisory Agreement (the “Advisory Agreement”), dated as of February 7, 2003 and attached hereto as Annex A, whereby BWAY Corporation (the “Company”) agreed to retain you, Kelso & Company, L.P.
(“Kelso”), and any of your affiliates or designees, to provide consulting and advisory services to the Company commencing on the date thereof for a term ending on the date on which Kelso and its affiliates cease to own any shares of
common stock of the Company. 
 In connection with a secondary sale by certain stockholders of the Company, including affiliates of Kelso, of
certain of the shares of common stock, par value $0.01 per share, of the Company now issued and outstanding (the “Offering”), the Company hereby proposes that the annual advisory fee (the “Annual Advisory Fee”)
described in the first two sentences of the second paragraph of the Advisory Agreement be terminated contingent upon the closing of the Offering. In consideration for the termination of the Annual Advisory Fee, the Company agrees to pay Kelso a
one-time fee of $5.0 million immediately after the closing of the Offering. 
 All other obligations of the Company set forth in the Advisory
Agreement shall survive the termination of the Annual Advisory Fee. 
 If the Offering is not completed by September 1, 2007, the
Company acknowledges that this letter agreement shall expire, becoming null and void. 







 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,

	
	 BWAY CORPORATION

		
	 By:
	 	  

	 Name:
	 	Kevin C. Kern
	 Title:
	 	Chief Financial Officer


  

			
	 Agreed and accepted:

	
	 KELSO & COMPANY, L.P.

		
	 By:
	 	Kelso & Companies, Inc.,
		 	its general partner
		
	 By:
	 	  

	 Name:
	 	James J. Connors II
	 Title:
	 	Vice President, General Counsel and Secretary








 Annex A 
 Financial Advisory Agreement
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from National
Property Investors 4 1997 Third Quarter 10-QSB and is qualified in its entirety
by reference to such 10-QSB filing.
</LEGEND>
<CIK> 0000318508
<NAME> NATIONAL PROPERTY INVESTORS 4
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           2,848
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0<F1>
<PP&E>                                          25,893
<DEPRECIATION>                                (17,733)
<TOTAL-ASSETS>                                  12,901
<CURRENT-LIABILITIES>                                0<F1>
<BONDS>                                         19,300
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                             0
<OTHER-SE>                                     (7,039)
<TOTAL-LIABILITY-AND-EQUITY>                    12,901
<SALES>                                              0
<TOTAL-REVENUES>                                 4,941
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                                 4,157
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,114
<INCOME-PRETAX>                                      0
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                                  0
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       784
<EPS-PRIMARY>                                    12.93<F2>
<EPS-DILUTED>                                        0
<FN>
<F1>Registrant has an unclassified balance sheet.
<F2>Multiplier is 1.
</FN>
        

</TABLE>
exv10w7



 





Exhibit 10.7




Director Compensation Summary



Persons elected at our annual meetings as directors and who hold no executive office with us or any
of our affiliates are entitled to receive an annual retainer of $20,000 and a further retainer of
$10,000 if such director acts as Chairman of our Audit Committee or $7,500 if such director acts as
Chairman of our Compensation Committee or our Nominating & Corporate Governance Committee.
Effective September 12, 2006, the non-employee Co-Chairman of our board of directors is entitled to
receive an additional annual retainer of $30,000 (payable 50% in cash and 50% in our common
shares). Additionally, each non-executive director is entitled to receive an attendance fee of
$1,000 for each meeting of the directors or any committee thereof, and to be reimbursed for
reasonable fees and expenses incurred in connection with his or her service as a director. With the
exception of the $30,000 non-employee Co-Chairman retainer, such retainers and fees paid to
directors are provided, at the director’s election, 50% in cash compensation with the remaining 50%
payable in our common shares, or 100% payable in our common shares. Non-employee directors are
granted 12,500 restricted share units upon joining our board of directors. The restricted share
units vest over three years from the date of grant. As restricted share units vest, directors are
issued an equivalent number of our common shares.
#### The People of the State of New York, Respondent, v Daniel L. Goodell, Also Known as Daniel Goodell, Appellant.

[963 NYS2d 920]

Judgment unanimously affirmed. Counsel’s motion to be relieved of assignment granted *(see People v Craw*
      *1469ford, 71 AD2d 38 [1979]). (Appeal from Judgment of Genesee County Court, Robert C. Noonan, J.—Violation of Probation.)

Present—Scudder, PJ., Centra, Carni, Sconiers and Martoche, JJ.
#### State v. Shannon

Case below: 182 N.C. App. 350

No. 177A07

AG’s Motion for Temporary Stay (COA06-418)

Allowed 04/17/07
##### 



Exhibit 32.2 CERTIFICATION PURSUANT TO
RULE 13a-14(b) OF
THE SECURITIES EXCHANGE ACT OF 1934 In connection with the annual report on Form 10-K, (the Report), of Triton PCS Holdings,
Inc. (the Company) for the period ended December 31, 2004, as filed with the Securities and
Exchange Commission as of the date hereof, I, David D. Clark, Chief Financial Officer of the
Company, hereby 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 of Section 13(a) or 15(d), as appropriate,
of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the
financial condition and results of operations of the Company. /s/ David D, ClarkName: David D. Clark
Title: Chief Financial Officer
Date: March 16, 2005
 A signed original of this written statement required by Section 906, or other document
authenticating, acknowledging, or otherwise adopting the signature that appears in typed form
within the electronic version of this written statement required by Section 906, has been provided
to Triton PCS Holdings, Inc. and will be retained by Triton PCS Holdings, Inc. and furnished to the
Securities and Exchange Commission or its staff upon request. This certification accompanies the annual report on Form 10-K to which it relates, is not
deemed filed with the Securities and Exchange Commission, and is not to be incorporated by
reference into any filing of Triton PCS Holdings, Inc. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date
of the annual report on Form 10-K, irrespective of any general incorporation language contained in
such filing).
Electronically Filed Intermediate Court of Appeals CAAP-11-0001019 30-OCT-2014 09:10 AM
NOT FOR PUBLICATION
UNITED STATES COURT OF APPEALS
FOR THE NINTH CIRCUIT
DIANE L. GRUBER; MARK RUNNELS,

Plaintiffs

- Appellants,

v. OREGON STATE BAR, a public corporation; et al.,

Defendants

- Appellees. No. 23

- 35144
D.C. No. 3:18

- cv - 01591

- JR

MEMORANDUM *

Appeal from the United States District Court for the District of Oregon Michael H. Simon, District Judge, Presiding Argued and Submitted April 2, 2024 Portland, Oregon Before: OWENS and FRIEDLAND, Circuit Judges, and ORRICK, * * District Judge. Diane Gruber and Mark Runnels (“Plaintiffs”) sued the Oregon State Bar (“OSB”) and its officers ( collectively with OSB, “Defendants”), arguing that the requirement that attorneys join OSB infringes the ir First Amendment right to

* This disposition is not appropriate for publication and is not precedent except as provided by Ninth Circuit Rule 36

- 3.

** The Honorable William Horsley Orrick, United States District Judge for the Northern District of California, sitting by designation. 

# FILED

AUG 28 2024
MOLLY C. DWYER, CLERK U.S. COURT OF APPEALS2

freedom of association. The district court granted summary judgment in favor of
Defendants . We dismiss in part and affirm in part

. 1. We hold in a concurrently filed opinion that OSB is an arm of the state entitled to sovereign immunity

. Crowe v. Or. State Bar , No. 23

- 35193 , slip op. ( 9th Cir. August 2 8 , 2024 )

. In light of Crowe , we dismiss the claims against OSB

. 2. Gruber has resigned from OSB , so she can no longer pursue prospective
relief against the officer Defendants , and we dismiss her remaining claims for that

reason. Chapman v. Pier 1 Imports (U.S.) Inc. , 631 F.3d 939, 948 (9th Cir. 2011) (en banc) (“[T]o demonstrate an injury

- in

- fact for standing purposes, a plaintiff seeking injunctive relief must .

. . demonstrate ‘a sufficient likelihood that he will again be wronged in a similar way.’ ” (quoting City of Los Angeles v. Lyons , 461 U.S. 95, 111 (1983))); Baye r v. Neiman Marcus Grp., Inc. , 861 F.3d 853, 868 (9th Cir. 2017) (“[T]o avoid mootness with respect to a claim for declaratory relief on the ground that the relief sought will address an ongoing policy, the plaintiff must show that the policy ‘has adversely affected and continues to a ffect a present interest.’” (quoting Super Tire Eng’g Co. v. McCorkle , 416 U.S. 115, 125

- 26 (1974))).
3. Runnels ’ s sole claim is that the requirement that he join OSB violates his freedom of association rights even if OSB engages in only “ germane ” activities. That claim is clearly foreclosed by precedent. Gardner v. State Bar of Nev

. , 2843

F.3d 1040, 1041

- 43 (9th Cir. 2002) (holding that a mandatory bar’s public relations campaign did not violate a member’s right to freedom of association because the campaign was germane to the bar’s purposes). We accordingly affirm the district court’s grant of summary judgment in favor of the remaining Defendants on his
claims. DISMISSED in part and AFFIRMED in part
.
ACCEPTED

06-15-00074-CR

SIXTH COURT OF APPEALS

TEXARKANA, TEXAS

9/9/2015 2:28:39 PM

DEBBIE AUTREY

CLERK

 FILED IN 6th COURT OF APPEALS TEXARKANA, TEXAS 9/9/2015 2:28:39 PM DEBBIE AUTREY Clerk
#### In the Matter of Orelvis Feliz, Appellant, v Donald Selsky, as Director of Special Housing and Inmate Disciplinary Programs, Respondent.

[871 NYS2d 754]

Appeal from a judgment of the Supreme Court (O’Shea, J.), *956entered July 27, 2007 in Chemung County, which dismissed petitioner’s application, in a proceeding pursuant to CPLR article 78, to review a determination of the Commissioner of Correctional Services finding petitioner guilty of violating certain prison disciplinary rules.

Petitioner was charged in a misbehavior report with violating the prison disciplinary rules that prohibit possession of a weapon, possession of an altered item and smuggling after a random pat frisk disclosed a sharpened plexiglass shank secreted in the inseam of petitioner’s pants. At the conclusion of the tier III disciplinary hearing that followed, petitioner was found guilty and an administrative penalty was imposed. Although the penalty subsequently was modified, petitioner’s administrative appeal otherwise was unsuccessful. Petitioner thereafter commenced this proceeding pursuant to CPLR article 78 seeking to have the determination annulled upon the ground that the pat frisk conducted actually was an unauthorized strip frisk. Supreme Court dismissed petitioner’s application, prompting this appeal.

Contrary to petitioner’s assertion, the underlying petition, which challenges only the manner in which the weapon was recovered from petitioner, does not raise an issue of substantial evidence and, hence, Supreme Court did not err in failing to transfer this proceeding *(see Matter of Berry v Goord,*42 AD3d 614, 615 [2007]). As to the substance of petitioner’s argument, the correction officer testified that during a random pat frisk, he felt an object in the inseam of petitioner’s pants. When questioned as to the origin of the object, petitioner told the correction officer that it was a weapon, which the officer subsequently observed was attached to petitioner’s underwear with a string. The correction officer then removed the weapon from the string and secured it. Even assuming that the officer had to unzip petitioner’s pants in order to observe and/or retrieve the weapon, there is no merit to petitioner’s claim that the officer’s conduct constituted an unauthorized strip frisk *(see Matter of Ocean v Selsky,*252 AD2d 984 [1998]). Accordingly, Supreme Court’s judgment is affirmed.

Cardona, EJ., Peters, Lahtinen, Kane and Kavanagh, JJ., concur. Ordered that the judgment is affirmed, without costs.
#### Josh SHAPIRO, Plaintiff—Appellant, v. CITY OF VIRGINIA BEACH CENTRAL LIBRARY, Defendant—Appellee.

No. 06-1689.

United States Court of Appeals, Fourth Circuit.

Submitted: Oct. 17, 2006.

Decided: Oct. 19, 2006.

*527Josh Shapiro, Appellant Pro Se.

Before NIEMEYER, KING, and DUNCAN, Circuit Judges.

Dismissed by unpublished PER CURIAM opinion.

Unpublished opinions are not binding precedent in this circuit. See Local Rule 36(c).

PER CURIAM:

Josh Shapiro appeals the district court’s order dismissing his civil complaint as frivolous under 28 U.S.C. § 1915(e) (2000). We have reviewed the record and find that the appeal is frivolous. Accordingly, we dismiss the appeal on the reasoning of the district court. *See Shapiro v. City of Virginia Beach Central Library,*No. 2:06-cv-00280-JBF (E.D. Va. filed June 7, 2006 & entered June 9, 2006). We dispense with oral argument because the facts and legal contentions are adequately presented in the materials before the court and argument would not aid in the decisional process.

*DISMISSED.*
EXHIBIT 13.1



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



The certification
set forth below is being submitted in connection with the Annual Report on Form 20-F for the fiscal year ended December 31, 2016
(the “Report”) for the purposes of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities and Exchange Act
of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.



I, Sandro Rogério
da Silva Gamba, Chief Executive Officer of Gafisa S.A., certify that, to the best of my knowledge:



| | · | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
| | - | ---------------------------------------------------------------------------------------------------------------------



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



Date: April 28, 2017



|GAFISA S.A. |                                  
|----------- | ---------------------------------
|            |                                  
|By:         | /s/ Sandro Rogério da Silva Gamba
|            | Name:                            
|            | Title:
664 A.2d 937

#### IN THE MATTER OF SUNAO T.A. YAMADA, AN ATTORNEY AT LAW.

October 5, 1995.

ORDER

The Disciplinary Review Board having filed its decision with the Court on August 18, 1995, recommending that as reciprocal disci*474pline for his three-year suspension from practice in New York, SUNAO T.A. YAMADA of JERSEY CITY, who was admitted to the bar of this State in 1982, and who was thereafter temporarily suspended from practice by Order of this Court dated July 13, 1994, and who remains suspended at this time, be suspended from practice for a period of three years retroactive to July 13, 1994;

And the suspension of respondent in New York having been based on respondent’s assisting a client in conduct known to be illegal or fraudulent and his representation of clients with differing interests;

And respondent having failed to appear on the return date of the Order to Show Cause in this matter;

And good cause appearing;

It is ORDERED that SUNAO T.A. YAMADA is hereby suspended from the practice of law for a period of three years, the suspension to be retroactive to July 13, 1994; and it is further

ORDERED that the entire record of this matter be made a permanent part of respondent’s file as an attorney at law of this State; and it is further

ORDERED that respondent be restrained and enjoined from practicing law during the period of his suspension and that he comply with *Rule*1:20-20; and it is further

ORDERED that respondent reimburse the Disciplinary Oversight Committee for appropriate administrative costs incurred in the prosecution of this matter.
663 A.2d 1352

#### SPECIALIZED MEDICAL SYSTEMS, INC. v. LUC J. LEMMERLING, M.D.

July 20, 1995.

CONSENT ORDER FOR SETTLEMENT

The parties having stipulated to a dismissal of this matter and good cause appearing, it is ORDERED that the appeal is dismissed.
---

Exhibit 32.1

CERTIFICATION PURSUANT TOSECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002

The undersigned, Max Weissengruber, hereby certifies, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002, that:

|(1) | the annual report on Form 10-K of Freshwater
      Technologies, Inc. for the year ended December 31, 2009 (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 Freshwater Technologies, Inc.                                                               

Dated: April 15, 2010



| | /s/ Max Weissengruber                 
| | --------------------------------------
| | Max Weissengruber                     
| | President, Chief Executive Officer and
| | Director                              
| | (Principal Executive Officer)         

---
Exhibit
4.3


 


Consent of Independent Registered
Public Accounting Firm


We consent to the
reference made to our firm under the caption “Independent Registered Public Accounting Firm” in Part B of the Prospectus
and to the use of our report dated August 20, 2015, in this Registration Statement (Form S-6 No. 333-205520) of Smart Trust, Sustainable
Impact Investing Trust, Series 3.


 


/s/ Grant
Thornton LLP


 


Chicago, Illinois


August 20, 2015
UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 16-7701

UNITED STATES OF AMERICA,

Plaintiff - Appellee,

v.

JAMES ELMER GROSS, JR., a/k/a Man, a/k/a Grip,

Defendant - Appellant.

Appeal from the United States District Court for the District of Maryland, at Baltimore. J. 

Frederick Motz, Senior District Judge. (1:02-cr-00201-JFM-3)

Submitted: May 23, 2017 Decided: June 1, 2017

Before GREGORY, Chief Judge, and TRAXLER and DUNCAN, Circuit Judges.

Affirmed by unpublished per curiam opinion.

James Elmer Gross, Jr., Appellant Pro Se. Robert Reeves Harding, Christine Manuelian, 

Assistant United States Attorneys, Baltimore, Maryland, for Appellee. 

Unpublished opinions are not binding precedent in this circuit.
2

PER CURIAM:

James Elmer Gross, Jr., appeals the district court’s order denying his motion for a 

sentence reduction pursuant to 18 U.S.C. § 3582(c)(2) (2012) and Amendment 782 to the 

Sentencing Guidelines. “We review a district court’s decision to reduce a sentence under 

§ 3582(c)(2) for abuse of discretion and its ruling as to the scope of its legal authority under 

§ 3582(c)(2) de novo.” United States v. Muldrow, 844 F.3d 434, 437 (4th Cir. 2016). After 

reviewing the transcript from Gross’ resentencing hearing, we conclude that the district 

court attributed to Gross one kilogram of heroin and five kilograms of cocaine and applied 

six levels of enhancements. See United States v. Gross, 199 F. App’x 219, 241 (4th Cir. 

2006) (No. 03-4458). Applying Amendment 782 and the other enhancements used at 

resentencing, Gross’ new Guidelines range is 188 to 235 months’ imprisonment on the 

relevant counts of conviction. U.S. Sentencing Guidelines Manual §§ 2D1.1(c)(5), 

2E1.1(c)(2), ch. 5, pt. A (sentencing table) (2014). Because the district court varied 

downward and sentenced Gross to 180 months’ imprisonment on the relevant counts, Gross 

is not eligible for a sentencing reduction. See USSG § 1B1.10(b)(1), p.s. & cmt. n.1(A).

Accordingly, we deny Gross’ motion to appoint counsel and affirm the district 

court’s order. We dispense with oral argument because the facts and legal contentions are 

adequately presented in the materials before this court and argument would not aid the 

decisional process.

AFFIRMED