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purchase-agreements | page 1 boeing proprietary service life policy components between the boeing company and allegiant air, llc supplemental exhibit slp1 to purchase agreement number pa - 05130 wje - pa - 05130 - slp1 page 2 boeing proprietary service life policy components relating to boeing models 737 - 8 - 200 and 737 - 7 aircraft this is the listing of slp components for the aircraft which relate to part 3, boeing service life policy of exhibit c, product assurance document to the agta and is a part of purchase agreement no. pa - 05130. 1. wing. ( i ) upper and lower wing skins and stiffeners between the forward and rear wing spars. ( ii ) wing spar webs, chords and stiffeners. ( iii ) inspar wing ribs. ( iv ) inspar splice plates and fittings. ( v ) main landing gear support structure. ( vi ) wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams. ( vii ) wing - to - body structural attachments. ( viii ) engine strut support fittings attached directly to wing primary structure. ( ix ) support structure in the wing for spoilers and spoiler actuators ; for aileron hinges and reaction links ; and for leading edge devices and trailing edge flaps. ( x ) trailing edge flap tracks and carriages. ( xi ) aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure. 2. body. ( i ) external surface skins and doublers, longitudinal stiffeners, longerons and circumferential rings and frames between the forward pressure bulkhead and the vertical stabilizer rear spar bulkhead and structural support and enclosure for the apu but excluding all system components and related installation and connecting devices, insulation, lining, and decorative panels and related installation and connecting devices. ( ii ) window and windshield structure but excluding the windows and windshields. wje - pa - 05130 - slp1 page 3 boeing proprietary ( iii ) fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. sills and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals. ( iv ) nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear | 100 |
purchase-agreements | exhibit 2. 1 execution version asset purchase agreement between precept brands llc and truett - hurst, inc. and h. d. d. llc august 13, 2018 purchase of assets truett - hurst, inc. h. d. d. llc, seller precept brands llc, buyer table of contents 1. asset purchase agreement dated august 13, 2018 a. exhibit a โ inventory b. exhibit b โ supplies c. exhibit c โ precept assumed agreements d. exhibit d โ intellectual property e. exhibit e โ personal property f. exhibit f โ licenses g. exhibit g โ business records h. exhibit h โ form of assignment and assumption agreement i. exhibit i โ form of bill of sale j. exhibit j โ forms of intellectual property assignment k. exhibit k โ employment agreement l. exhibit l โ form of royalty payment agreement m. exhibit m โ consent to sale of collateral and release of lien n. exhibit n โ form of transition services agreement o. exhibit o โ form of distributor notice p. exhibit p โ distributors schedule 2. purchase price allocation 1. asset purchase agreement dated august 13, 2018 1. asset purchase agreement dated august 13, 2018 a. exhibit a โ inventory b. exhibit b โ supplies c. exhibit c โ precept assumed agreements d. exhibit d โ intellectual property e. exhibit e โ personal property f. exhibit f โ licenses g. exhibit g โ business records h. exhibit h โ form of assignment and assumption agreement i. exhibit i โ form of bill of sale j. exhibit j โ forms of intellectual property assignment k. exhibit k โ employment agreement l. exhibit l โ form of royalty payment agreement m. exhibit m โ consent to sale of collateral and release of lien n. exhibit n โ form of transition services agreement o. exhibit o โ form of distributor notice p. exhibit p โ distributors schedule 2. purchase price allocation exhibits : exhibit a inventory exhibit b supplies exhibit c assumed agreements exhibit d intellectual property exhibit e personal property exhibit f licenses exhibit g business records exhibit h form of assignment and assumption agreement exhibit i form of bill of sale exhibit j forms of intellectual property assignment exhibit k employment agreement exhibit l form of royalty payment agreement exhibit m consent to sale of collateral and release of lien exhibit n form of transition services agreement exhibit o form of distributor notice exhibit p distributor schedule exhibit a inventory exhibit a inventory exhibit b supplies exhibit c assumed agreements exhibit d intellectual property exhibit e personal property exhibit f licenses exhibit g business records exhibit | 101 |
purchase-agreements | exhibit 10. 1 * the following document contains an unofficial translation and such translation has been provided for convenience only * ๅ ๅฐ land and on - site construction project purchase agreement ๆน ๏ผ ้ซ ๅ ๅญ ๆ ๅ
ฌ ๅธ party a : harbin xinda macromolecule material co. ltd ๅฐ ๏ผ ๅบ ๅนณ ไธญ ๅบ ๅคง ๅ 9 ใ address : no. 9 north dalian road, haping road centralized industrial park, harbin development zone, heilongjiang province 150060, prc ๆน ๏ผ ๆ ๅ
ฌ ๅธ party b : harbin shengtong engineering plastics co. ltd ๅฐ ๏ผ ๅ ๆฐ ๅ ๏ผ ๆฐ ๏ผ ่ฅฟ ๆฐ ใ ๅ ๆฑ ๅ ไธญ ๏ผ ๅ ใ address : south harbin new industrial park, extending as far as xinyu road in the east, xifeng in the west, jiangnan middle - ring road in the north, and the planning line in the south. ๏ผ whereas : ๆน ไธ ๅ
ฌ ๅธ ๏ผ ๆน ๏ผ ๅ ๅฐ ๏ผ ไธ ใ party a, a nasdaq listed company, has the need to purchase the land for factory construction and further procure equipment in order to expand its production capacity to meet the market demand. 1 ๏ผ whereas : ๆน ๆฟ 2010 ๅนด 3 ๆ ๏ผ ๆน ็ฎ ้ ๏ผ ๅ ๏ผ ๆณ ๆ ๅฎ ็ ็ฎ ๏ผ ๆฟ ๆฟ ๅฎ ๏ผ ๆน ๆ ็ ็ฎ ๏ผ ๅ ๅฐ ๆฟ ๏ผ ๆน ๏ผ ๆน ๏ผ ๆฟ ๏ผ ๆน 198 ๏ผ 913. 7 ๅนณ ๆน ๅ ๅฐ ็ ๅ ๅฐ ไธ ็ ้จ ๆน party b is | 102 |
purchase-agreements | exhibit 10. 2 confidential treatment requested subscription rights purchase agreement between ffp and etablissements peugeot freres and general motors holdings llc february 29, 2012 subscription rights purchase agreement between the undersigned : general motors holdings llc, a delaware limited liability company with headquarter at renaissance center, detroit, mi 48265, usa ( โ gmh โ or โ buyer โ ), on the first part, and ffp, a public limited company ( societe anonyme ) organized under the laws of france, the registered office of which is located at 75 avenue de la grande armee in paris ( 75116 ), registered with the registry of commerce and companies of paris under no. 562 075 390 ( โ ffp โ or โ seller โ ), on the second part, and etablissements peugeot freres, a public limited company ( societe anonyme ) organized under the laws of france, the registered office of which is located at le rocher, 7 rue de beaulieu in valentigney ( 25700 ), registered with the registry of commerce and companies of belfort under no. 875 750 317 ( โ epf โ or โ seller โ ), on the third part, epf and ffp are jointly hereinafter referred to as the โ sellers โ ; each seller shall be liable for its own obligations under this agreement ( no joint and several liability ). buyer and sellers are individually hereinafter referred to as a โ party โ and collectively as the โ parties โ. in the presence of : peugeot s. a., a french societe anonyme with headquarter at 75 avenue de la grande armee, 75116 paris, france ( the โ company โ ). 1 1 recitals the company is listed on euronext paris whose shares ( the โ shares โ ) are registered under the isin number fr0000121501 ug. the sellers own in concert 72, 479, 334 shares of the company representing approximately 30. 97 % of the share capital and 45. 62 % of the voting rights of the company. on the date hereof, the company and gmh have entered into a master agreement that relates to a strategic alliance between the company and gmh ( the โ alliance โ ) which contemplates, inter alia, the sharing and joint development of certain platforms and modules, and the creation of a joint global purchasing platform between the buyer and | 103 |
purchase-agreements | ( i ) seller shall bear all sales taxes in the united states ; and ( ii ) buyer shall bear any sales taxes outside of the united states and all use taxes, transfer taxes, documentary charges, recording fees or similar taxes, charges, fees or expenses ; ( a ) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation or by - laws or other organizational documents of seller or its relevant affiliates ; ( b ) conflict with or result in a violation or breach of any term or provision of any law applicable to seller, the product, or the purchased assets ; ( c ) require from seller any notice to, declaration or filing with, or consent or approval of, any governmental authority or other third party ; or ( d ) result in the imposition of any encumbrance upon any of the purchased assets. ( a ) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the certificate of incorporation, bylaws or other organizational documents of buyer ; ( b ) violate, conflict with or result in a violation of, or constitute a default ( whether after the giving of notice, lapse of time or both ) under, any provision of any law, regulation or rule, or any order of, or any restriction imposed by, any court or governmental agency applicable to buyer ; ( c ) require from buyer any notice to, declaration or filing with, or consent or approval of any governmental authority or other third party ; or ( d ) violate or result in a violation of, or conflict with or constitute or result in a violation of or default ( whether after the giving of notice, lapse of time or both ) under, accelerate any obligation under, or give rise to a right of termination of, any contract, agreement, permit, license, authorization or other obligation to which buyer is a party or by which buyer or any of its assets are bound. ( a ) by seller. from and after the closing date, seller shall indemnify, defend and hold harmless buyer, its affiliates, and their respective officers, directors, employees, agents, successors and assigns from and against any and all costs, losses, liabilities, damages and expenses ( including reasonable fees and disbursements of attorneys ) incurred in connection with third party claims, demands and liabilities ( โ third party claims โ ) arising out of or relating to any breach of any covenant, representation, | 104 |
purchase-agreements | exhibit 10. 19 rockstar membership interest purchase agreement this agreement ( โ agreement โ ) is made effective the 17th day of february, 2017, among paymeon, inc., a nevada corporation ( โ paym โ or the โ buyer โ ), rockstar acquisitions, llc, a florida limited liability company ( โ rsa โ ), vcvc, llc, a florida limited liability company ( โ vcvc โ ), eac management, llc, a florida limited liability company ( โ eac โ ), jjm3, llc, a florida limited liability company โ ( jjm3 โ ), raw llc, a florida limited liability company ( โ raw โ ), yellowturtle design, llc, a florida limited liability company ( โ yellowturtle โ ), erica corkum, an individual ( โ erica c โ ), eric corkum, an individual ( โ eric c โ ), jeannie corkum, an individual ( โ jeannie c โ ), richard laurin, an individual ( โ laurin โ ), rvrm holdings, llc, a connecticut limited liability company ( โ rvrm โ ) and robert ludwig, an individual ( โ ludwig โ ). together rsa, vcvc, eac, jjm3, raw, yellowturtle, erica c, eric c, jeannie c, laurin, rvrm and ludwig are known as โ sellers. โ the buyer and the sellers ( including each legal entity and individual comprising the sellers ) are each a โ party โ and both together are the โ parties. โ b ac k g r o u n d : a. the buyer desires to acquire one hundred percent ( 100 % ) of the membership interests of rockstar acquisitions, llc, a florida limited liability company ( the โ rsa membership interests โ ). the sellers together own one hundred percent ( 100 % ) of the membership interests of rsa and desire to sell all right, title and interest to the rsa membership interests to buyer in exchange for the purchase consideration ( see section 2 below ) and the buyer wishes to accept all right, title and interest to the rsa membership interests from sellers. b. rsa is the holder of an exclusive license agreement, as may be amended from time to time ( collectively, the โ license agreement โ ) with raw energy materials, corp., a florida corporation ( โ raw energy โ ). global energy sciences, llc, a florida limited liability company ( โ global energy โ | 105 |
purchase-agreements | exhibit 10. 1 possession date ( subclause 3. 1 ) : 1 calendar month form unconditional date. possession time ( subclause 3. 1 ) : 4pm gst date ( clauses 12. 0 and 13. 0 ) : interest rate for late settlement : 16 % possession date ( subclause 3. 1 ) : 1 calendar month form unconditional date. possession time ( subclause 3. 1 ) : 4pm gst date ( clauses 12. 0 and 13. 0 ) : interest rate for late settlement : 16 % maximum percentage stock value adjustment ( subclause 5. 3 ) : 20 turnover warranty ( subclause 6. 5 ) : $ 5, 466, 981. 00 ( excluding gst ) covering the period from 1 / 04 / 2013 to 31 / 03 / 02014 maximum percentage stock value adjustment ( subclause 5. 3 ) : 20 turnover warranty ( subclause 6. 5 ) : $ 5, 466, 981. 00 ( excluding gst ) covering the period from 1 / 04 / 2013 to 31 / 03 / 02014 maximum percentage stock value adjustment ( subclause 5. 3 ) : 20 turnover warranty ( subclause 6. 5 ) : $ 5, 466, 981. 00 ( excluding gst ) covering the period from 1 / 04 / 2013 to 31 / 03 / 02014 vendor โ s assistance period ( subclause 6. 4 ( 5 ) 1 calendar month from the possession date vendor โ s restraint of trade ( subclause 7. 1 ) : 3 years after the possession date within 500 kilometers of the premises vendor โ s assistance period ( subclause 6. 4 ( 5 ) 1 calendar month from the possession date vendor โ s restraint of trade ( subclause 7. 1 ) : 3 years after the possession date within 500 kilometers of the premises vendor โ s assistance period ( subclause 6. 4 ( 5 ) 1 calendar month from the possession date vendor โ s restraint of trade ( subclause 7. 1 ) : 3 years after the possession date within 500 kilometers of the premises 1 fourth edition 2008 ( 3 ) 1 1 fourth edition 2008 ( 3 ) lease details refer clause 24 landlord : commencement date : term : present rental : right ( s ) of renewal ( if any ) rent review dates : | 106 |
purchase-agreements | 2 2 2 2 1. delivery of purchased amount : seller must deposit all future receipts into the single business banking account specified above, which may not be used for any personal, family or household purposes ( the โ account โ ) and must instruct seller โ s credit card processor, which must be approved by buyer ( the โ processor โ ) to deposit all payment card receipts of seller into the account. seller agrees not to change the account or add an additional account without the express written consent of buyer. seller authorizes buyer to debit the weekly amount from the account each business day by either ach or electronic check. seller will provide buyer with all required access codes and agrees not to change them without prior written consent from buyer. seller will provide an appropriate ach authorization to buyer. seller understands that it is responsible for either ensuring that the weekly amount is available in the account each business weekday or advising buyer prior to each weekly withdrawal of a shortage of funds. otherwise, seller will be responsible for any fees incurred by buyer resulting from a rejected electronic check or ach debit attempt, as set forth on appendix a. buyer is not responsible for any overdrafts or rejected transactions that may result from buyer โ s debiting any amount authorized under the terms of this agreement. seller understands that the foregoing ach authorization is a fundamental condition to induce buyer to accept the agreement. consequently, such authorization is intended to be irrevocable. 2. seller may request changes to the daily amount : the initial daily amount is intended to represent the specified percentage of seller โ s daily future receipts. for as long as no event of default has occurred, once each calendar month, seller may request that buyer adjust the daily amount to more closely reflect the seller โ s actual future receipts times the specified percentage. seller agrees to provide buyer any information reasonably requested by buyer to assist in this reconciliation. no more often than once a month, buyer may adjust the daily amount on a going - forward basis to more closely reflect the seller โ s actual future receipts times the specified percentage. buyer will give seller notice five business days prior to any such adjustment. after each adjustment made pursuant to this paragraph, the new dollar amount shall be deemed the daily amount until any subsequent adjustment. 3. weekly amount upon default. upon the occurrence of an event of default, the weekly amount shall equal 100 % of all future receipts. 4. sale of future receipts ( this is not a loan ) : seller is selling | 107 |
purchase-agreements | exhibit 10. 1 simonsvoss luxco s. a r. l. simonsvoss co - invest gmbh & co. kgmr frank rovekampandallegion luxembourg holding & financing s. a r. l. share purchase agreementrelating to the companies comprising the simonsvoss technologies group simonsvoss luxco s. a r. l. simonsvoss co - invest gmbh & co. kgmr frank rovekampandallegion luxembourg holding & financing s. a r. l. share purchase agreementrelating to the companies comprising the simonsvoss technologies group simonsvoss luxco s. a r. l. simonsvoss co - invest gmbh & co. kgmr frank rovekampandallegion luxembourg holding & financing s. a r. l. share purchase agreementrelating to the companies comprising the simonsvoss technologies group simonsvoss luxco s. a r. l. simonsvoss co - invest gmbh & co. kgmr frank rovekampandallegion luxembourg holding & financing s. a r. l. simonsvoss luxco s. a r. l. simonsvoss co - invest gmbh & co. kg mr frank rovekamp and allegion luxembourg holding & financing s. a r. l. share purchase agreementrelating to the companies comprising the simonsvoss technologies group share purchase agreement relating to the companies comprising the simonsvoss technologies group table of contents contents page 1interpretation 2 1 1 interpretation 2 interpretation 2 1. 1definitions 2 1. 1 1. 1 definitions 2 definitions 2 1. 2schedules etc. 2 1. 2 1. 2 schedules etc. 2 schedules etc. 2 1. 3headings 2 1. 3 1. 3 headings 2 headings 2 1. 4german terms 2 1. 4 1. 4 german terms 2 german terms 2 1. 5legal terms and concepts 2 1. 5 1. 5 legal terms and concepts 2 legal terms and concepts 2 2sale and assignment of the shares 2 2 2 sale and assignment of the shares 2 sale and assignment of the shares 2 2. 1sale 2 2. 1 2. 1 sale 2 sale 2 2. 2assignment 2 2. 2 2. 2 assignment 2 assignment 2 2. 3consents 3 | 108 |
purchase-agreements | exhibit 10. 42 may 9, 2016 purchase agreement this purchase agreement ( this " agreement " ) is made as of may 9, 2016, and sets forth terms by elion oncology, llc ( the " purchaser " ) 4800 hampden lane, suite 200, bethesda, md 20814 will acquire from fennec pharmaceuticals inc., 68 tw alexander dr., triangle, nc 27709, ( the " company " ) all intellectual property and related property of the company pertaining to eniluracil and the compound known as adh - 1. 1. scope of the agreement 1. 1. the scope of this agreement shall be the sale and purchase of the intellectual property of the company as described in this purchase agreement, including any and all data, documentation, research, rights, benefits and available substances, active pharmaceutical ingredient ( api ), as well as any related kits relating to eniluracil and adh - 1 technologies or development programs thereunder and all other related pharmaceutical technologies of the company, whether owned, licensed or otherwise ( collectively, the โ technologies โ ), including without limitation the lead ( and back - up ) compounds products in clinical trials, preclinical and clinical phases ( collectively, the " products " ), data, trial master files, ind โ s, safety databases on which the technologies and products have been researched and / or developed by the company, files, and discs relating to the foregoing containing information relating to eniluracil and adh - 1 ( all such technologies, products and other assets of the company collectively, the " purchased assets " ), whether in hard copy, electronic files, notebooks, or otherwise wherever they are stored, including : i. all patents, copyrights, trademarks, designs, including all related applications, and any other registered or unregistered intellectual or industrial property relating to the products and the technologies. i. all patents, copyrights, trademarks, designs, including all related applications, and any other registered or unregistered intellectual or industrial property relating to the products and the technologies. i. all patents, copyrights, trademarks, designs, including all related applications, and any other registered or unregistered intellectual or industrial property relating to the products and the technologies. ii. all information and know - how, including but not limited to information and know - how related to research, development, manufacturing and / | 109 |
purchase-agreements | asset purchase agreement by and among winnebago of indi ana, llc ( โ buyer โ ), sunnybrook manufacturing, inc. ( โ sbm โ ), its wholly - owned subsidiary sunnybrook rv, inc. ( โ rv โ ) ( sbm and rv are sometimes collectively referred to herein as โ seller โ ) and elvie j. frey, john cornelius, beverly cornelius revocable trust, susan kalb - yoder, richard marshall family trust, tommy thorton, james t. wilson and galen d. miller ( โ shareholders โ ) dated december 29, 2010 # 1903 713 v. 13 1 1 table of contents 1. definitions and usage1 1. 1definitions1 1. 2usage11 2. sale and transfer of assets ; closing12 2. 1assets of be sold12 2. 2excluded assets13 2. 3purchase price and payment of purchase price14 2. 4liabilities15 2. 5allocation17 2. 6closing17 2. 7closing obligations17 adjustment amount and payment19 2. 9adjustment procedure19 & nbsp ; 2. 10 [ reserved ] 20 & n bsp ; 3. representations and warranties of seller and shareholders20 3. 1organization and good standing20 3. 2enforceability ; authority ; no conflict20 3. 3capitalization21 3. 4financial statements22 3. 5books and records22 3. 6sufficiency of assets22 3. 7 [ reserved ] 22 3. 8description of leased real property22 3. 9 1. definitions and usage1 1. 1definitions1 1. 2usage11 2. sale and transfer of assets ; closing12 2. 1assets of be sold12 2. 2excluded assets13 2. 3purchase price and payment of purchase price14 2. 4liabilities15 2. 5allocation17 2. 6closing17 2. 7closing obligations17 1. definitions and usage1 1. 1definitions1 1. 2usage11 2. sale and transfer of assets ; closing12 2. 1assets of be sold12 2. 2excluded assets13 2. 3purchase price and payment of purchase price14 2. 4liabilities15 2. 5allocation17 2. 6closing17 2. 7closing obligations | 110 |
purchase-agreements | execution copyexhibit 10. 48 [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted because it is both ( i ) not material and ( ii ) is the type that the registrant treats as private or confidential. commercial payment purchase agreementdated as of october 6, 2021betweenaffitech research as, as seller, andxoma ( us ) llc, as purchaser execution copy execution copy exhibit 10. 48 [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted because it is both ( i ) not material and ( ii ) is the type that the registrant treats as private or confidential. commercial payment purchase agreementdated as of october 6, 2021betweenaffitech research as, as seller, andxoma ( us ) llc, as purchaser exhibit 10. 48 [ * ] = certain confidential information contained in this document, marked by brackets, has been omitted because it is both ( i ) not material and ( ii ) is the type that the registrant treats as private or confidential. commercial payment purchase agreementdated as of october 6, 2021betweenaffitech research as, as seller, andxoma ( us ) llc, as purchaser commercial payment purchase agreementthis commercial payment purchase agreement ( this โ agreement โ ), dated as of october 6, 2021 ( the โ effective date โ ), is between affitech research as ( formerly known as affitech as ), a norwegian company with the organization number 976 567 900, with their office and place of business at lillogata sm, 0484 oslo, norway ( โ seller โ or โ assignor โ ), and xoma ( us ) llc, a delaware limited liability company with its principal place of business at 2200 powell street, suite 310, emeryville, california 94608 ( โ purchaser โ or โ assignee โ ). w i t n e s e t h : whereas, seller and its affiliates ( collectively, โ affitech โ ) on the one hand, and f. hoffmann - la roche ltd, with an office and place of business at grenzacherstrasse 124, 4070 basel, switzerland ( โ roche basel โ ) and hoffmann - la roche inc., with an office and place of business at 150 clove road, suite 8, little falls, new jersey 07424, | 111 |
purchase-agreements | exhibit 2. 1 binding offer to purchase april 16, 2022 messrs. alex spiro & mark murray jones soda co. 66 south hanford street seattle, wa 98134 dear sirs : re : offer from simply better brands corp. ( โ sbbc โ ) to undertake a business combination with jones soda co. ( โ jsc โ ) this letter ( โ letter โ ) sets forth binding principal terms and conditions of a proposed business combination between sbbc and jsc ( โ transaction โ ). subject to satisfaction or, where permitted, waiver of all conditions precedent in the definitive agreement ( defined below ), the transaction will be completed as describe in broad terms herein, will be carried out on substantially the basis set out herein. upon the execution by the parties to this letter, the parties acknowledge they are prepared to proceed with the transaction by, initially, setting out certain binding obligations ( โ binding provisions โ ) between and among the parties. the transaction will be conditional on, among other things : ( i ) appropriate tax advice ; ( ii ) mutual due diligence ; and ( iii ) the execution of a definitive agreement ( โ definitive agreement โ ) incorporating the terms set out herein and otherwise having terms and conditions customary for a transaction of the nature of the transaction. the parties agree and acknowledge that : ( i ) the agreements set out by this letter replaces and supersedes all other agreements among and between the parties ; ( ii ) any and all prior offers related to jsc are hereby rescinded ; and ( iii ) no offers in respect of a business combination or other agreement between jsc or its shareholders exist except under the terms and conditions hereof. all amounts expressed are in united sates dollars unless otherwise noted. if this letter is accepted, closing of the transaction will be subject to the conditions set out below, and upon satisfaction of those conditions, the negotiation of the definitive agreement, regulatory and corporate approvals and, if necessary, shareholder approval. 1. general structure 1. 1. general structure general structure the transaction will be structured as a share exchange involving all of the outstanding shares of jsc or some other form of structure whereby sbbc or a subsidiary of sbbc acquires all of the outstanding shares of jsc. the structure would be determined upon completion of the due diligence review and tax analysis by both jsc and sbbc and as reflected in the definitive agreement ( as defined herein ). only if | 112 |
purchase-agreements | exhibit 10. 25 certain information identified with [ * * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. dwc contract # geome grape purchase agreement two year fixed term one year evergreen draft date : may 11, 2016 buyer : duckhorn wine company grower : alex and [ * * * * ] ryan 1. general terms : a. vineyard : [ * * * * ] vineyard b. vineyard location : [ * * * * ], napa, ca 94558 c. vineyard appellation : napa valley d. vineyard blocks, varietals, quantities : block varietal harvestbrix range vine acres target yield [ tons / acre ] target tons max tons all [ * * * * ] [ * * * * ] [ * * * * ] [ * * * * ] [ * * * * ] [ * * * * ] e. term : i. initial term : the initial term of this agreement shall be two harvest years ; harvest years 2016 and 2017. ii. evergreen provision : this provision allows for an automatic one ( 1 ) year extension of this agreement march 1, 2017 and each subsequent march 1 that passes in which neither party has triggered the termination of this agreement. iii. triggering the evergreen : beginning with the conclusion of harvest in 2016 either party may trigger the termination of this agreement by notifying the non - triggering party of its intent to do so. notice must be delivered in writing to the non - triggering party at the address listed on the signature page of this document or the most current address on file. notice provided prior to march 1, 2017 or any subsequent march 1, will serve to terminate the agreement at the conclusion of harvest in the same year notice is received. f. price : the price to be paid for [ * * * * ] merlot fruit under this agreement shall be $ [ * * * * ] per ton. the weigh tag of the receiving facility shall be considered the governing weight document. g. payment schedule : iv. fifty percent ( 50 % ) of the total purchase price shall be due and payable on december 15th following harvest each year that this agreement is in effect. exhibit 10. 25 certain information identified with [ * * * * ] has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed | 113 |
purchase-agreements | โ accepted servicing practices โ means, with respect to any mortgage loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such mortgage loan in the jurisdiction where the related mortgaged property or the servicer is located. โ affiliate โ means, with respect to any person, any other person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person, and the term โ control โ means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of a majority of such person โ s outstanding voting securities, by contract or otherwise, and the terms โ controlled by โ and โ under common control with โ have correlative meanings. โ agency โ or โ agencies โ means fannie mae, freddie mac, fha, fhlb, hud, va or any state agency, as applicable. โ agreement โ means this servicing rights purchase and sale agreement, all amendments, supplements and exhibits attached hereto and including any other document delivered pursuant hereto. โ ancillary fees โ means all fees derived from the mortgage loans, excluding servicing fees and subservicing fees attributable to the mortgage loans, but including but not limited to late charges, prepayment penalties, fees received with respect to checks or bank drafts returned by the related bank for non - sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges collected from or assessed against the mortgagor, other than those charges payable to the applicable investor under the terms of the applicable servicing agreements or as otherwise agreed by the parties. โ applicable law โ means, as of the time of reference and as applicable, any law or order applicable to the mortgage loans or their servicing. as used herein a state or local law or order may not be considered an applicable law and may not apply to seller or purchaser pursuant to the terms of the national bank act or regulations of the office of the comptroller of the currency or federal case law interpreting the national bank act or regulations of the comptroller of the currency although the parties mutually agree to comply with such state or local law or order. โ applicable servicing requirements โ means, as of the time of reference and as applicable, ( i ) all contractual obligations relating to the origination, sale, securi | 114 |
purchase-agreements | exhibit 10. 1 purchase and assumption agreement by and between people โ s united bank, national association and bar harbor bank & trust table of contents article i definitions ; accounting....................................................................................................... 1section 1. 1. defined terms............................................................................................................................. 1section 1. 2. accounting terms....................................................................................................................... 10article ii purchase and sale of purchased assets and assumption of assumed liabilities...................................................................................... | 115 |
purchase-agreements | ( i ) a petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent or similar officer for such person, or any partnership in which such person was a general partner at or within two years before the filing of such petition or such appointment, or any corporation or business association of which such person was an executive officer at or within two years before the time of the filing of such petition or such appointment ; ( ii ) a conviction in a criminal proceeding or a named subject of a pending criminal proceeding ( excluding traffic violations that do not relate to driving while intoxicated or driving under the influence ) ; ( iii ) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining any such person from, or otherwise limiting, the following activities : ( 1 ) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the united states commodity futures trading commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity ; ( 2 ) engaging in any particular type of business practice ; or ( 3 ) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities laws or commodities laws ; ( iv ) any order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting for more than 60 days the right of any such person to engage in any activity described in the preceding sub paragraph, or to be associated with persons engaged in any such activity ; ( v ) a finding by a court of competent jurisdiction in a civil action or by the sec or other authority to have violated any securities law, regulation or decree and the judgment in such civil action or finding by the sec or any other authority has not been subsequently reversed, suspended or vacated ; or ( vi ) a finding by a court of competent jurisdiction in a civil action or by the commodity futures trading commission to have violated any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended | 116 |
purchase-agreements | definitions and usage definitions other interpretive provisions purchase agreement to sell and contribute on the closing date consideration and payment representations, warranties and covenants representations and warranties of vci representations and warranties of vci as to each receivable repurchase upon breach protection of title other liens or interests miscellaneous transfers intended as sale ; security interest notices, etc choice of law headings counterparts amendment waivers entire agreement severability of provisions binding effect ; assignability acknowledgment and agreement no waiver ; cumulative remedies nonpetition covenant submission to jurisdiction | 117 |
purchase-agreements | exhibit 10. 11 deed number seven ( 7 ) deed of purchase and sale in the city of san juan, puerto rico, on the twenty - fifth ( 25 ) day of august, two thousand six ( 2006 ). before me pilar munoz nazario, attorney at law and notary public with authority to exercise in the commonwealth of puerto rico with a place of residence and office in ponce, puerto rico. appears as party of the first part : bairoa river park, inc. a corporation organized under the laws of puerto rico, with employer identification number sixty - six dash, zero five hundred and ninety - nine thousand seventy - eight ( 66 - 0599078 ) with its principal place of business in san juan, puerto rico, represented in this act by mr. antonio munoz grajales, of legal age, married, an executive and resident of san juan, puerto rico. mr. munoz grajales is authorized to execute this deed pursuant to the corporate resolution of the eighteenth ( 18th ) day of august of two thousand six ( 2006 ), by sworn statements numbered two hundred and fourteen ( 214 ) and two - hundred and eighty - six ( 286 ), before the notary publics luis javier hernandez ortiz and francisco villanueva acevedo, respectively, which documents i have had in my presence during the execution of this act. bairoa river park, inc. shall hereinafter be referred to as โ seller โ. as party of the second part : firstbank puerto rico ( โ firstbank โ ) a banking institution organized under the laws of puerto rico, with employer identification number sixty six, dash, zero one hundred and eighty - three thousand one hundred and three ( 66 - 0183103 ), with its principal place of business in san juan, puerto rico. firstbank, represented in this act by mr. dacio pasarell colon, of legal age, married, an executive and resident of san juan, puerto rico, with social security number five hundred eighty - three, dash, zero seven, dash, two thousand seven hundred and eighty - exhibit 10. 11 deed number seven ( 7 ) deed of purchase and sale in the city of san juan, puerto rico, on the twenty - fifth ( 25 ) day of august, two thousand six ( 2006 ). before me pilar munoz nazario, attorney at law and notary public with authority to exercise in the commonwealth of puerto rico with a place | 118 |
purchase-agreements | exhibit 10. 1 date : the 17th day of september 2018 cosmos group holdings inc. ( as the vendor ) and guan, lilun ( as the purchaser ) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ agreement for sale and purchase of shares in cosg international holdings limited _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 1 1 1 1 this agreement is made on the 17th day of september 2018 between : ( 1 ) cosmos group holdings inc., business identification no. nv19871030667, a company incorporated under the laws of united states who 20w. park ave., suite 207, long beach, ny 11561, united states ( the " vendor " ) ; and ( 1 ) cosmos group holdings inc., business identification no. nv19871030667, a company incorporated under the laws of united states who 20w. park ave., suite 207, long beach, ny 11561, united states ( the " vendor " ) ; and ( 1 ) cosmos group holdings inc., business identification no. nv19871030667, a company incorporated under the laws of united states who 20w. park ave., suite 207, long beach, ny 11561, united states ( the " vendor " ) ; and ( 2 ) guan, lilun, holder of p. r. c. identity card no. xxxxxxxxx, of room 304, block 12, aimin new village, aimin district, changsha district, kaiping city, guangdong province, china ( the " purchaser " ). ( 2 ) guan, lilun, holder of p. r. c. identity card no. xxxxxxxxx, of room 304, block 12, aimin new village, aimin district, changsha district, kaiping city, guangdong province, china ( the " purchaser " ). ( 2 ) guan, lilun, holder of p. r. c. identity card no. xxxxxxxxx, of room 304, block 12, aimin new village, aimin district, changsha district, kaiping city, guangdong province, china ( the " purchaser " ). whereas : | 119 |
purchase-agreements | agreement made this 8th day of august, 2000 by and between genera corporation, whose principal address is 26 centerpointe dr., la palma, ca 90623 ( genera ), and keystone automotive industries, inc,, whose principal address is 700 east bonita ave., pomona, ca 91767 ( keystone ). whereas keystone desires to purchase from genera certain automotive replacement lamp products to be supplied in proprietary packaging : whereas genera is agreeable to supply said proprietary packaging : now therefore, the parties agree as follows : 1. genera agrees to instruct its supplying vendor, tyc brother industrial corp., ltd, tainan, taiwan, ( tyc ) to produce packaging for certain selected lamp products, in accordance with artwork as supplied by keystone, and to supply said products to genera in that packaging. 2. keystone agrees to submit packaging design which includes, in addition to its own keystone trademark and copy, the tyc logo identification along with the associated copy โ supplied by โ. 3. genera agrees to, at all times, maintain in its distribution warehouses at ontario, california ; coppell, texas ; aurora, illinois ; and cranbury, new jersey, reasonable quantities of keystone proprietary packaged product to meet normal shipping requirements of keystone. 4. genera agrees to supply keystone โ s proprietary packaged product exclusively to designated members of the keystone distributor network, and specifically agrees not to supply keystone proprietary packaged product to any third party whatsoever. 5. it is mutually agreed between keystone and genera, that the proprietary brand program will be initially limited to the top - selling 150 ( approx. ) tyc headlamps, as documented by analysis of keystone โ s purchases from genera for the 12 month period beginning in april of 1999 through march of 2000 the program may be expanded by mutual agreement of both parties at any time during the term of the agreement. genera / keystone agreement page 2 6. keystone agrees to purchase the pre - selected proprietary products from genera in a quantity equal to or greater than its previous twelve ( 12 ) month purchase period, plus a growth factor of 10 %. a listing of the pre - selected products, and their 12 month purchase history is attached to this agreement as addendum ( a ). 7. should keystone terminate this agreement prior to reaching the purchase quantities as outlined in paragraph six ( 6 ) above, keystone agrees to purchase, at tyc โ s acquisition cost, any remaining packaging materials already produced by genera โ s parent company tyc | 120 |
purchase-agreements | exhibit 10. 2 purchase agreement this purchase agreement ( this โ purchase agreement โ ) is made this 31st day of october, 2007 between momenta pharmaceuticals, inc. ( โ seller โ ) and alnylam pharmaceuticals, inc. ( โ buyer โ ). whereas, seller is the subtenant under that certain sublease dated as of september 8, 2006 ( the โ sublease โ ) with archemix corp., as sublandlord ( โ sublandlord โ ) with respect to approximately 22, 364 rentable square feet ( the โ subleased premises โ ) located on the second floor of the building located at 300 third street, cambridge, massachusetts ( the โ building โ ). a true copy of the sublease is attached hereto as exhibit a - 1. whereas, sublandlord, as tenant, and are - ma region no. 28, llc ( successor - in - interest to three hundred third street l. l. c. ) as landlord ( โ landlord โ ) are parties to that certain lease dated april 11, 2005, as amended by that certain first amendment to lease dated july 9, 2006 and that certain second amendment to lease dated october 31, 2007 ( as amended, the โ overlease โ ). whereas, seller, sublandlord and landlord are parties to that certain consent to sublease dated as of october 23, 2006 ( the โ sublease consent โ ). a true copy of the sublease consent is attached hereto as exhibit a - 2. the sublease and the sublease consent are collectively referred to as the โ sublease documents โ. whereas, seller is in the process of completing subtenant โ s work ( as defined in the sublease ) to prepare the subleased premises for seller โ s use and occupancy. whereas, the subtenant โ s work is being completed by f. l. caulfield & sons, inc. ( the โ general contractor โ ) pursuant to an agreement dated as of may 2, 2007, as modified by three prime contract change orders dated july 10, 2007, august 27, 2007 and october 1, 2007 ( as so modified, the โ construction contract โ ). a true copy of the construction contract is attached hereto as exhibit b. whereas, the subtenant โ s work is shown on construction plans and specifications ( the โ drawings โ ) prepared by olson lewis dioli & | 121 |
purchase-agreements | this agreement, dated as of november 6, 2006 is made by and between sun national bank, a national banking association organized under the laws of the united states of america and having its principal place of business in vineland, new jersey ( โ seller โ ), and 1st constitution bank, a commercial bank chartered under the laws of the state of new jersey and having its principal place of business in cranbury, new jersey ( โ buyer โ ). 1. 1 certain defined terms. some of the capitalized terms appearing in this agreement are defined below. the definition of a term expressed in the singular also applies to that term as used in the plural and vice versa. โ affiliate โ means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person, except in those cases where the controlling person exercises control solely in a fiduciary capacity. โ amount of premium โ has the meaning set forth in section 3. 1 of this agreement. โ assets โ has the meaning set forth in section 2. 1 of this agreement. โ assignment โ shall mean, with respect to the leased realty, each landlord โ s written consent to the assignment and assumption of such lease related to the leased realty or a certificate of estoppel with respect to the remaining term of the lease with respect to the leased realty for the benefit of buyer with respect to the branch. โ atm โ means automatic teller machine. โ benefit plan โ means any pension, profit - sharing, or other employee benefit, fringe benefit, severance or welfare plan maintained by or with respect to which contributions are made by, seller or any of its affiliates with respect to seller โ s employees. โ branch โ means the branch office of seller located at 140 mercer street, hightstown, new jersey 08520. โ branch cash โ means cash on hand at the branch, including vault cash, teller drawer cash, petty cash and atm cash. โ business day โ means any monday, tuesday, wednesday, thursday or friday on which seller is open for business. โ closing โ means the purchase of the assets by buyer and the assumption of the liabilities by buyer on the closing date. โ closing date โ has the meaning set forth in section 9. 1 of this agreement. โ deposit accounts โ means the deposit accounts at the branch, the balances of which are included in the deposits or would be so included if the | 122 |
purchase-agreements | exhibit 4. 17 debt purchase agreement between the governor and company of the bank of ireland and sifco turbine components limited ( a limited company ) exhibit 4. 17 debt purchase agreement between the governor and company of the bank of ireland and sifco turbine components limited ( a limited company ) this agreement is made on the date shown in the particulars below : between ( 1 ) the governor and company of the bank of ireland acting through its office at lower baggot street, dublin 2 ( โ we / us โ ) and ( 2 ) the client named in the particulars immediately below ( โ you โ ) the particulars 1. date of this agreement : ( clause 2. 1 ) september 26, 2005 2. name of client sifco turbine components limited country of incorporation republic of ireland incorporation number 83443 3. address of client ( condition 15. 3 ) unit 1 carrigtohill industrial estate cork 4. date of our letter of offer ( definition of โ preconditions โ ) 5. commencement date ( clauses 1. 1, and 4. 1 and definition of โ commencement date โ ) september 29, 2005 6. minimum period this agreement will operate ( clause 2. 1 ) 12 months 7. debts covered by this agreement ( clause 4. 1 ) debts for the republic of ireland and those covered in appendix 1 and other such debts as agreed with us 8. maximum finance ( clause 1. 1 and condition 3. 4 ) โฌ3, 000, 000 9. initial payment percentage ( definitions of โ availability โ and โ initial payment percentage โ ) 80 % 10. take - on fee ( condition 2. 5 ) โฌ25, 000 once off take on fee ( subject to vat at 21 % ) 11. service charge ( condition 2. 2 ) ( a ) n / a % of each notified debt subject to a minimum of โฌ per annum ( b ) โฌ6, 000 flat fee per annum ( subject to vat at 21 % ) this agreement is made on the date shown in the particulars below : between ( 1 ) the governor and company of the bank of ireland acting through its office at lower baggot street, dublin 2 ( โ we / us โ ) and ( 2 ) the client named in the particulars immediately below ( โ you โ ) ( 1 ) the governor and company of the bank of ireland acting through its office at lower baggot street, dublin 2 ( โ we / us โ ) and ( 2 | 123 |
purchase-agreements | exhibit 4. 4 registration and purchase agreement this registration and purchase agreement, dated as of november 23, 2015 ( this โ agreement โ ), is by and between citizens financial group, inc., a delaware corporation ( the โ company โ ), and the royal bank of scotland group plc, a public limited company organized under the laws of scotland ( company number sc045551 ) ( โ rbsg โ ). w i t n e s s e t h : whereas, pursuant to a purchase and sale agreement, dated as of the date hereof ( the โ purchase and sale agreement โ ), by and between the company and rbsg, rbsg has agreed to sell and the company has agreed to purchase ( 1 ) $ 333, 000, 000 aggregate principal amount of the company โ s 4. 771 % subordinated notes due 2023 ( cusip no. usu7535rac08 ), ( 2 ) $ 334, 000, 000 aggregate principal amount of the company โ s 4. 691 % subordinated notes due 2024 ( cusip no. us75524raf64 ), and ( 3 ) $ 83, 000, 000 aggregate principal amount of the company โ s 4. 153 % subordinated notes due 2024 ( cusip no. us174610aa37 ) ( collectively, the โ repurchased notes โ ) pursuant to the terms and conditions of the purchase and sale agreement ; whereas, after giving effect to the purchase of the repurchased notes pursuant to the purchase and sale agreement, rbsg will continue to own the following subordinated notes issued by the company : ( 1 ) $ 250, 000, 000 aggregate principal amount of the company โ s 4. 153 % subordinated notes due 2024 ( cusip no. us174610aa37 ), ( 2 ) $ 333, 000, 000 aggregate principal amount of the company โ s 4. 023 % subordinated notes due 2024 ( cusip no. us174610ab10 ), ( 3 ) $ 334, 000, 000 aggregate principal amount of the company โ s 4. 082 % subordinated notes due 2025 ( cusip no. us174610af24 ), and ( 4 ) $ 333, 000, 000 aggregate principal amount of the company โ s 5. 158 % fixed to floating callable subordinated notes due 2023 ( cusip no. | 124 |
purchase-agreements | asset purchase agreement this agreement is made as of this 12 : 01 a. m.. on the 1st day of november 2007, by and among sitestar corporation, a nevada corporation, with its principal place of business located at 7109 timberlake road, # 201, lynchburg, virginia ( the โ buyer โ ) and united systems access, inc. d / b / a u. s. a. telephone, a delaware corporation ( the โ seller โ ), with its principal place of business at 5 bragdon lane, kennebunk, maine. the seller and the buyer may sometimes be referred to herein individually as a โ party โ or collectively as โ parties. โ recitals : a. the seller owns all of the issued and outstanding capital stock of each of united systems access telecom, inc., a delaware corporation ( โ usat โ ), dfw internet services, inc., a texas corporation ( โ dfw โ ), and inreach internet, inc., a delaware corporation ( โ iri โ ) and dfw owns all of the issued and outstanding capital stock of each of august. net services, inc., a delaware corporation ( โ ani โ ), clover computer corporation, a delaware corporation ( โ ccc โ ), internet express, inc., a texas corporation ( โ iei โ ), shrevenet, inc., a delaware corporation ( โ sni โ ), ticon. net, inc., a delaware corporation ( โ tni โ ), world trade network, inc., a delaware corporation ( โ wti โ ), and the river internet access co., a delaware corporation ( โ ria โ ) and sni owns all of the issued and outstanding capital stock of shrevetel, inc., a louisiana corporation ( โ sti โ ) and ria owns all of the issued outstanding capital stock of sense networking, inc. ( โ snw โ ) ( collectively, usat, dfw, iri, ani, ccc, iei, sni, tni, wti, ria and snw are referred to as the โ operating companies โ and each as a โ operating company โ ) ; and b. among other services, the operating companies provide dial - up internet access for their customers. c. seller agrees to sell and buyer agrees to purchase certain assets, as defined below, of the | 125 |
purchase-agreements | exhibit 10. 52 first amendment to securities purchase agreement this first amendment to securities purchase agreement ( this โ agreement โ ), dated as of october 27, 2008, between ecology coatings, inc., a corporation organized under the laws of the state of nevada ( the โ company โ ), and equity 11, ltd., a corporation organized under the laws of the state of michigan ( the โ purchaser โ ). 1. the company has deemed it to be in its best interest to provide additional time and flexibility to purchaser to decide whether to make additional purchase ( s ) of convertible preferred shares. accordingly, the parties agree to amend section 2. 2 of the agreement as follows : section 2. 2 purchases of additional preferred shares. ( 1 ) purchaser, in purchaser โ s sole and absolute discretion, may purchase up to 3740 additional convertible preferred shares by the dates and not less than the amounts as shown below : days from initial closing number of shares aggregate purchase price 30 750 $ 750, 000 thereafter, until may 28, 2009, purchaser may make additional purchases of up to 2, 990 additional convertible preferred shares at times and in amounts at its discretion. ecology coatings, inc. equity 11, ltd. by : / s / robert g. crockett by : / s / j. b. smith its : ceo its : ceo exhibit 10. 52 first amendment to securities purchase agreement this first amendment to securities purchase agreement ( this โ agreement โ ), dated as of october 27, 2008, between ecology coatings, inc., a corporation organized under the laws of the state of nevada ( the โ company โ ), and equity 11, ltd., a corporation organized under the laws of the state of michigan ( the โ purchaser โ ). 1. the company has deemed it to be in its best interest to provide additional time and flexibility to purchaser to decide whether to make additional purchase ( s ) of convertible preferred shares. accordingly, the parties agree to amend section 2. 2 of the agreement as follows : section 2. 2 purchases of additional preferred shares. section 2. 2 purchases of additional preferred shares. ( 1 ) purchaser, in purchaser โ s sole and absolute discretion, may purchase up to 3740 additional convertible preferred shares by the dates and not less than the amounts as shown below : days from initial closing number of shares aggregate purchase price 30 750 $ 750, 000 days from initial closing number of shares aggregate purchase price | 126 |
purchase-agreements | exhibit 10. 87 purchase order in accordance with the mou between the jatropha growers and cool technologies, this is the first purchase order for 10 units, as specified in the mou. 10 units of the mg80 ford 350 series completed as specified by jatropha at a firm price of $ _ _ _ _ _ _ _ _ _ ( each unit consists of a truck with generator installed ) terms : draw down letter of credit with the terms as follows : 25 % within 45 days of this order 25 % within 90 days of this order 50 % within 10 days after delivery of the unit to the customer and acceptance the second payment should be accompanied by a progress report that includes certification that 50 % of the work has been completed. once cool tech accepts the purchase order, jatropha will present the specifications for each unit within 5 days. pedro ramos tiburcio, presidente accepted by : timothy hassett, chairman and ceo of cool technologies, inc. lic. pedro ramos tiburcio fecha : 9 de abril del 2018 vasconcelos no. 47 esq. agustin olachea col. 8 de octubre chetumal, quintana roo e - mail : * * * @ * * * 1 1 1 vasconcelos no. 47 esq. agustin olachea col. 8 de octubre chetumal, quintana roo e - mail : * * * @ * * * 2 2 2 2 | 127 |
purchase-agreements | asset purchase agreement this asset purchase agreement ( the โ agreement โ ) is entered into effective october 14, 2016, by and between : otto pichler and daniel m. byrnes, not individually, but as representatives of the shareholders of sarissa resources inc. ( otto pichler and daniel m. byrnes referred to herein in such capacity as the โ sarissa representatives โ ) ; sarissa resources inc., a nevada corporation ( โ srsr โ ) ; nio - star corp., a wholly - owned subsidiary of srsr, incorporated under the laws of ontario ( โ nio - star โ ), 6 adelaide st e # 500, toronto, on m5c 1h6, canada ; indo global exchange ( s ) pte, ltd., a nevada corporation, 1333 sprucewood deerfield, il 60015 ( trading symbol igex ), ( in its capacity as the publicly trading company, herein referred to as the โ company โ or โ igex โ, while in his capacity of the entity to become a subsidiary of the publicly trading company, herein referred to as the โ igex sub โ ) ; john o โ shea ( โ o โ shea โ ), with its principal offices located at 1333 sprucewood deerfield, il 60015 ; capitol capital corporation, 20 margaret ave, lawrence n. y. 11559. recitals : whereas, the company currently has 2, 500, 000, 000 authorized common shares, of which, 2, 263, 485, 862 common shares are issued and outstanding and 10, 000, 000 shares of series a preferred stock, none of which is outstanding and 100 shares of series b super voting all of which are issued and outstanding ; whereas, o โ shea holds the 100 shares of series b super voting preferred stock shares of the company โ s common stock, which presently gives him voting control ; whereas, nio - star has certain niobium mining rights including as reflected in the technical report entitled โ nemegosenda lake niobium project, chewett, collins and mcgee townships, sudbury district, porcupine mining division, north central ontario, nts map areas 42b03seยผ and 41014neยผ, centred near, 83ยฐ 05 โ w, 48ยฐ 00 โ n, a 4301 compliant technical report, prepared for sarissa resources inc., oakville, ontario, effective date : 8 april 2015 โ ; whereas, | 128 |
purchase-agreements | exhibit 10. 1 asset purchase agreement 1. parties. temple trucking services, inc., an indiana corporation with offices at 5601 fortune circle south drive, indianapolis, in 46241 and does business as redline logistics, ( โ temple โ or the โ seller โ ), segmentz, inc., a delaware corporation with headquarters at 18302 highwoods preserve parkway, ( โ buyer โ ), and paul temple ( the โ shareholder โ ) agree to the following sale. 2. sale of business assets. seller is selling certain of its assets and liabilities to buyer and buyer is buying said assets and liabilities from seller. 3. purchase and sale. material provisions of the purchase and sale agreement are : a. purchased assets. โ purchased assets โ shall mean the following assets of seller : ( i ) all of seller โ s goodwill and intangible assets, including the current business names and phone numbers. ( ii ) all facility leases between seller and landlords for the headquarters location in indianapolis, in, as well as for all warehouse, transportation terminal or cross - dock facilities locations used by seller in current business detailed in schedule 3 ( a ) ( ii ). ( iii ) the furniture, fixtures and equipment listed in attached schedule 3 ( a ) ( iii ). ( iv ) the equipment leases listed in attached schedule 3 ( a ) ( iv ). ( v ) businesses asset including but not limited to contracts, inventory, prepaid assets, deposits, and all other short term and long term assets in attached schedule 3 ( a ) ( v ). specifically excludes cash and accounts receivables. b. assumed liabilities. at october 1, 2004 temple trucking owes segmentz, inc. approximately $ 1, 300, 000. segmentz, inc. will assume $ 820, 000 of this liability. this will be the only liability that segmentz, inc. will assume. c. excluded liabilities. seller is retaining all debts and liabilities of seller other than the assumed liabilities ( โ excluded liabilities โ ). at closing, seller will confirm in an affidavit that seller has retained all excluded liabilities. 4. purchase price. the purchase price is payable as follows : a. 295, 000 shares of segmentz common stock at closing ( 10, 000 shares to be given to each of the following individuals as compensation from the seller ; steve hipsky, ken crady and cindy blankenship total of 30 | 129 |
purchase-agreements | party a party b zhejiang kandi vehicles co., ltd. zhejiang new energy vehicle system co., ltd ( seal ) ( seal ) legal representative legal representative ( sign ) ( sign ) february 27, 2013 | 130 |
purchase-agreements | exhibit 10 ( s ) branch purchase and assumption agreement by and between keybank national association and lorain national bank dated as of april 10, 1997 exhibit 10 ( s ) branch purchase and assumption agreement by and between keybank national association and lorain national bank dated as of april 10, 1997 index of definitions agreed value shall mean, with regard to the owned real estate and the leasehold estate, its value as reflected by the appraisal. agreed value shall mean, with regard to the furniture, fixture and equipment which constitute part of the assets, the net book value determined as of the most recent month end preceding the closing date under generally accepted accounting principles ( the โ net book value โ ) of such furniture, fixture and equipment. in no event shall the agreed value of the furniture, fixtures and equipment at any branch be less than $ 5, 000. 00. appraisal shall mean, with regard to the owned real estate and the leasehold estate, a limited summary format appraisal of its fair market value furnished by an appraiser reasonably acceptable to seller and purchaser. for purposes of this agreement, โ appraiser โ shall mean a reputable appraiser certified as an mia appraiser with at least five ( 5 ) years โ experience within the previous ten ( 10 ) years as a real estate appraiser working in the geographic region in which the owned real estate or leasehold estate to be appraised is located, with knowledge of market values and practices. the cost of the appraisal shall be paid equally by each party hereto. branch ( es ) shall mean each of seller โ s branches identified on schedule a hereto. code shall mean the internal revenue code of 1986, as amended, and the regulations promulgated thereunder. encumbrance shall mean all mortgages, claims, liens, encumbrances, easements, limitations, restrictions, commitments and security interests, except for statutory liens securing payments not yet due, liens incurred in the ordinary course of business and such other liens or encumbrances which do not materially adversely affect the use of the properties or assets subject thereto or affected thereby or which otherwise do not materially impair business operations at such properties. erisa shall mean the employee retirement income security act of 1974, as amended. excluded deposits shall mean : ( a ) any individual retirement account or similar account created by a trust for the exclusive benefit | 131 |
purchase-agreements | page page page page current principal balance ; delinquency status as of the run date ; paid to date ; current interest rate ; total monthly payment ; next interest rate change date ; and next payment change date. ( i ) is and has been operated by seller in compliance with all applicable environmental laws ; ( ii ) is not currently subject to any court order, administrative order or decree arising under any environmental law ; ( iii ) has not been used for the disposal of hazardous substances and is not contaminated with any hazardous substances requiring remediation or response under any applicable environmental law ; and | 132 |
purchase-agreements | exhibit 10. 1 third amendment to asset purchase agreement this third amendment to asset purchase agreement dated as of january 18, 2007 ( this โ amendment โ ), among ( a ) brown - forman tequila mexico, s. de r. l. de c. v., a corporation formed under the laws of mexico ( โ buyer โ ), ( b ) brown - forman corporation, a delaware corporation ( โ bfc โ ), ( c ) jose guillermo romo de la pena ( โ jgr โ ) and luis pedro pablo romo de la pena ( โ lpr โ and together with jgr, the โ romo de la pena brothers โ ), ( d ) grupo industrial herradura, s. a. de c. v., a corporation formed under the laws of mexico ( โ parent โ ), fabrica de tequila hacienda las norias, s. a. de c. v., a corporation organized under the laws of mexico ( โ las norias โ ), comercializadora herradura, s. a. de c. v., a corporation organized under the laws of mexico ( โ comercializadora โ ), tequila herradura, s. a. de c. v., a corporation organized under the laws of mexico ( โ tequila herradura โ ), sociedad romo, s. a. de c. v., a corporation organized under the laws of mexico ( โ sociedad romo โ ), and transportes de carga millenium, s. a. de c. v., a corporation organized under the laws of mexico ( โ transportes โ and together with the romo de la pena brothers, parent, las norias, comercializadora, tequila herradura and sociedad romo, the โ sellers โ ) and ( e ) corporacion de servicios herradura, s. a. de c. v., a corporation organized under the laws of mexico ( โ cosesa โ ), ch acciones s. a. de c. v., a corporation organized under the laws of mexico ( โ ch acciones โ ), corporativo herradura, s. a. de c. v., a corporation organized under the laws of mexico, la moraleda operadora comercial, s. a. de c. v., | 133 |
purchase-agreements | exhibit 2. 1 18 january 2021 schulke & mayr gmbh as seller isp marl holdings gmbh as purchaser ashland industries europe gmbh as purchaser guarantor exhibit 2. 1 18 january 2021 schulke & mayr gmbh as seller isp marl holdings gmbh as purchaser ashland industries europe gmbh as purchaser guarantor master asset purchase agreement regarding the acquisition of the personal care business of schulke & mayr gmbh | 134 |
purchase-agreements | exhibit 10. 13 page : 1 purchase order phoenix cars llc p. o. number : 2100860 401 s. doubleday ave order date : 10 / 19 / 2021 ontario ca 91761 ( 909 ) 987 - 0815 vendor number : tm4inc phoenix cars llc p. o. number : 2100860 phoenix cars llc p. o. number : 2100860 401 s. doubleday ave order date : 10 / 19 / 2021 order date : 10 / 19 / 2021 ontario ca 91761 ( 909 ) 987 - 0815 vendor number : tm4inc vendor number : tm4inc vendor : ship to : tm4 inc. phoenix motorcars 135 j. - a. - bombardier 1500 lakeview loop suite 25 anaheim, ca 92807 j4b 8p1 boucherville, quebec, confirm to : vendor : ship to : vendor : ship to : tm4 inc. phoenix motorcars 135 j. - a. - bombardier 1500 lakeview loop suite 25 anaheim, ca 92807 j4b 8p1 boucherville, quebec, confirm to : required date 10 / 19 / 2021 ship via f. o. b. terms net 30 item code unit ordered received backordered unit cost amount inv - hp2mv - 0206 - 06 whse : 100 each 30. 0000 0. 0000 0. 0000 4 # # # - # # # - # # # # 146, 250. 00 motor control unit, drive, 2hp mo - 340 _ 240 - 19 whse : 100 each 30. 0000 0. 0000 0. 0000 10 # # # - # # # - # # # # 328, 140. 00 motor assy - iota ev mp 450v a kit - 0141 whse : 100 each 30. 0000 0. 0000 0. 0000 8. 0000 240. 00 phase cable bolts kit - 0108 whse : 100 each 60. 0000 0. 0000 0. 0000 53. 0000 3, 180. 00 kit cable end 47mm m8 awg 1 / 0 kit - 0094 whse : 100 each 30. 0000 0. 0000 0. 0000 55. 0000 1, 650. 00 co200 phase cables awg 1 / 0 har | 135 |
purchase-agreements | exhibit 10. 2 english summary of the conditional sale and purchase agreement date : july 10, 2010 wonder auto limited ( as the seller a ) and yearcity limited ( as the seller b ) and jin ying limited ( as the buyer ) conditional sales and purchase agreement re 4, 015 outstanding shares of applaud group limited index clause no. clause no. headings headings 1 interpretation 2 purchase and sales of shares 3 3 pre - conditions 4 consideration 3 5 completion of transaction 4 6 warranties & covenants 5 7 confidentiality 5 8 other warrants 5 9 notification 5 10 time and no waiver 6 11 partial default 6 12 revision 6 13 consignment 14 integration of agreement 7 15 cost, expense and taxes 7 16 duplicates 7 17 governing law, jurisdiction and receiving agent 7 18 common and individual responsibility attachment i โ description of the public company attachment ii โ description of the company attachment iii - relevant warranties this agreement is signed by the parties below on the 10th day of july, 2010 : between : ( 1 ) ( a ) wonder auto limited, a company duly established and existing under the laws of bvi, with registered office at p. o. box957, offshore incorporations centre, road town, tortola, british virgin islands ( hereinafter โ seller a โ ) and ( b ) yearcity limited, a company duly established and existing under the laws of bvi, with registered office at p. o. box957, offshore incorporations centre, road town, tortola, british virgin islands ( hereinafter โ seller b โ ), watg and yearcity limited are collectively referred to as the โ sellers โ ( 2 ) jin ying limited, a company duly established and existing under the laws of bvi, with registered office at p. o. box957, offshore incorporations centre, road town, tortola, british virgin islands ( hereinafter โ buyer โ ) ใ whereas, ( i ) ( i ) jinheng automotive safety technology holdings limited ( โ listed company โ ๏ผ, a company established under the laws of cayman islands. as at the date of this agreement, authorized capital of the listed company is 100, 000, 000hk dollar and totally divided into 10, 000, 000, 000 common stocks ( โ shares of listed company โ ). with per value of 0. 01 and 476, 548, 888 stock shares, the company was listed on | 136 |
purchase-agreements | exhibit 10. 9 equipment purchase agreement may 19, 2005 between the seller dmg meccanica via cagliari, 14 / a 10090 cascine vica - rivoli ( to ) italy ( later called dmg ) the seller dmg meccanica via cagliari, 14 / a 10090 cascine vica - rivoli ( to ) italy ( later called dmg ) and and the buyer jinzhou halla electrical equipment co., ltd no. 16, yulu street, jonzhou city, liaoning p. r. c., china ( later called jheco ) the buyer jinzhou halla electrical equipment co., ltd no. 16, yulu street, jonzhou city, liaoning p. r. c., china ( later called jheco ) 1 1 1 a. general description the following contract concern the supply of one winding / inserting machine and two specific tooling capable of processing alternators stators. for the purpose of this contract, we have in our hands the following drawings and documentation : stator model jfz192c diameter 106. 2 mm'โข lamination and pack drawing : ja131a08501 โข stator assembly drawings : ja100808501 โข stator winding specifications : jm00a08502 โข winding with reversed wave split phases with / without inter - ease connection โข bare wire diameter : 1. 30mm ( double insulation is used ) stator model jfz192d diameter 106. 2 mm โข lamination and pack drawing : ja131a08501 โข stator assembly drawings : jai 00808601 โข stator winding specifications : jai 00a08602 โข winding with reversed wave split phases with / without inter - fase connection โข bare wire diameter : 1. 35mm ( double insulation is used ) stator model jfz1929c diameter 100. 2 mm โข lamination and - pack drawing : ja131a09501 โข stator assembly drawings : ja100809501 โข stator winding specifications : jai 00a09502 โข winding with reversed wave split phases with / without inter - fase connection โข bare wire diameter : 1. 16mm ( double insulation is used ) dmg guarantee the machine is able to wind and insert alternator stators with simultaneous insertion of the three phases with a slot fill up to 82 % ( square | 137 |
purchase-agreements | exhibit 10 ( ttt ) cel - sci corporation securities purchase agreement 1. subscription. i hereby agree to purchase _ _ _ _ _ _ shares of the company โ s common stock pursuant to the terms and conditions of this agreement for a total investment of $ _ _ _ _ _ _ _ _ _ _ _. the shares of common stock are sometimes referred to in this agreement as the โ securities โ. this agreement must be signed and delivered to the company on or before _ _ _ _ _ _ _ _ _. 2. representations and warranties. i warrant and represent to the company that : a. i have had the opportunity to review the company โ s filings with the securities and exchange commission. b. i ( and my purchaser representative, if any ) have had an opportunity to ask questions of, and receive answers from the officers of the company concerning the company โ s business and affairs. c. i understand that prices for the company โ s common stock on the nyse have been volatile in the past. d. by virtue of my net worth and by reason of my knowledge and experience in financial and business matters in general, and investments in particular, i am capable of evaluating the merits and risks of an investment in the securities. e. i am capable of bearing the economic risks of an investment in the securities. 3. payment / closing. payment for the securities must be made by wire transfer on or before july _ _, 2017. the securities will be delivered upon the approval of the issuance of the securities by the nyse mkt. 4. applicable law / arbitration. this agreement shall be governed in all respects by the laws of colorado, without regard to the choice of law provision thereof. any claim, controversy or dispute with respect to this agreement or the securities will be settled by means of binding arbitration in vienna, virginia pursuant to the commercial rules of the american arbitration association. in any litigation, arbitration, or court proceeding between the company and the subscriber relating to this agreement, the prevailing party shall be entitled to reasonable attorneys โ fees and expenses incurred. in witness whereof, i have executed this subscription agreement this _ _ _ _ _ _ _ _ _ _ _ _ day of july, 2017. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ signature of subscriber accepted : cel - sci corporation by : name of subscriber ( | 138 |
purchase-agreements | exhibit 10. 36 712 fifth avenue new york, new york 10019 ( 212 ) 957 - 5002 november 15, 2017 gs direct, l. l. c. c / o goldman sachs & co. 85 broad street new york, ny 10004 attention : bradley j. gross re : purchase agreement dear sir / madam : reference is made to the purchase agreement, dated november 13, 2013, by and between gs direct, l. l. c. ( โ gs direct โ ) and griffon corporation ( โ griffon โ ), as amended by ( i ) that letter agreement dated november 12, 2014, ( ii ) that letter agreement dated november 12, 2015, and ( iii ) that letter agreement dated november 16, 2016. this is to confirm our agreement that section 10 of the purchase agreement ( โ right of first negotiation, investment agreement and registration rights agreement โ ) is hereby amended to extend the period thereunder from december 31, 2017 to december 31, 2018. please execute this letter in the space provided below to confirm your agreement with the foregoing. sincerely, griffon corporation _ / s / seth l. kaplan _ _ _ _ _ seth l. kaplan senior vice president acknowledged and agreed : g. s. direct, l. l. c. _ / s / bradley j. gross _ _ bradley j. gross vice president | 139 |
services-agreements | execution copy amended and restated administrative services agreement this amended and restated administrative services agreement ( โ agreement โ ) dated as of the 31st day of december, 2007, is made by and among bluegreen / big cedar vacations, llc, a delaware limited liability company ( the โ company โ ), bluegreen vacations unlimited, inc., a florida corporation ( โ bluegreen โ ), and big cedar, l. l. c., a missouri limited liability company ( โ big cedar โ ). the company, bluegreen and big cedar are each referred to herein as a โ party โ, and collectively as โ parties. โ recitals : whereas, the company and bluegreen previously entered into that certain administrative services agreement dated as of june 16, 2000 ( the โ original administrative services agreement โ ), which provided for an arrangement by which bluegreen provided certain general and administrative services relating to the big cedar timeshare project on the terms set forth therein ; and whereas, the company and bluegreen now desire to amend and restate the original administrative services agreement in its entirety on the terms and conditions set forth herein. now, therefore, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the original administrative services agreement is hereby amended by striking said original administrative services agreement in its entirety and substituting therefore the following amended and restated administrative services agreement : 1. definitions. ( a ) annual sales volume shall mean the annual gross sales of timeshare interests in the timeshare projects, less purchaser cancellation and defaults, determined quarterly. ( b ) big cedar timeshare project shall mean that certain timeshare project developed by the company known as the wilderness club at big cedar and located contiguous to the big cedar lodge in ridgedale, taney county, missouri, including that portion of the big cedar timeshare project known as โ building 3000, โ which timeshare project is located on that certain property described on exhibit โ b โ to the operating agreement and incorporated herein by this reference. ( c ) operating agreement shall mean that certain amended and restated operating agreement of bluegreen / big cedar vacations, llc, dated as of the date hereof, by and among bluegreen and big cedar. ( d ) red rock bluff timeshare project shall mean that certain timeshare project to be | 140 |
services-agreements | exhibit 10. 8 asset representations review agreement among nissan auto lease trust 2018 - a, as issuer nissan motor acceptance corporation, as sponsor and servicer and clayton fixed income services llc, as asset representations reviewer dated as of october 24, 2018 exhibit 10. 8 asset representations review agreement among nissan auto lease trust 2018 - a, as issuer nissan motor acceptance corporation, as sponsor and servicer and clayton fixed income services llc, as asset representations reviewer dated as of october 24, 2018 table of contents page article i usage and definitions 1 section 1. 1. usage and definitions 1 section 1. 2. additional definitions 2 article ii engagement of asset representations reviewer 3 section 2. 1. engagement ; acceptance 3 section 2. 2. confirmation of scope 3 article iii asset representations review process 3 section 3. 1. review notices 3 section 3. 2. identification of subject leases 3 section 3. 3. review materials 3 section 3. 4. performance of reviews 4 section 3. 5. review reports 4 section 3. 6. dispute resolution 5 section 3. 7. limitations on review obligations 5 article iv asset representations reviewer 6 section 4. 1. representations and warranties 6 section 4. 2. covenants 7 section 4. 3. fees, expenses and indemnities 7 section 4. 4. limitation on liability 8 section 4. 5. indemnification by asset representations reviewer 8 section 4. 6. inspections of asset representations reviewer 9 section 4. 7. delegation of obligations 9 section 4. 8. confidential information 9 section 4. 9. personally identifiable information 11 article v resignation and removal ; successor asset representations reviewer 13 section 5. 1. eligibility requirements for asset representations reviewer 13 section 5. 2. resignation and removal of asset representations reviewer 13 section 5. 3. successor asset representations reviewer 14 section 5. 4. merger, consolidation or succession 14 i table of contents page article i usage and definitions 1 section 1. 1. usage and definitions 1 section 1. 2. additional definitions 2 article ii engagement of asset representations reviewer 3 section 2. 1. engagement ; acceptance 3 section 2. 2. confirmation of scope 3 article iii asset representations review process 3 section 3. 1. review notices 3 section 3. 2. identification of subject leases 3 section 3. 3. review materials 3 section 3. 4. performance of reviews 4 section 3. 5. review reports 4 section 3. 6. dispute resolution 5 section 3. 7. limitations on review obligations 5 article iv asset representations | 141 |
services-agreements | dritte anderungsvereinbarung zum dienstvertrag vom 22. august 2016 third addendum to the service agreement dated 22nd august 2016 zwischen between der immunic ag, lochhamer schlag 21, 82166 grafelfing immunic ag, lochhamer schlag 21, 82166 grafelfing ( im folgenden : โ gesellschaft โ ) ( hereinafter : โ company โ ) und and herrn dr. med. andreas muhler, kruner straรe 37, 81373 munchen mr. dr. med. andreas muhler, kruner straรe 37, 81373 munich ( im folgenden : โ vorstand โ ) ( hereinafter : โ board member โ ) praambel preamble die dienstvertraglichen beziehungen zwischen den parteien werden durch den dienstvertrag vom 22. august 2016 geregelt ( โ dienstvertrag โ ), durch die anderungsvereinbarung vom 4. september 2019 sowie durch die zweite anderungsvereinbarung vom 2. juni 2021 geregelt. dies vorausgeschickt, vereinbaren die parteien folgende anderungen zum vorbenannten dienstvertrag, mit einer laufzeit ab dem 1. januar 2022 ( โ stichtagsdatum โ ) bis zum 31. dezember 2023 ( โ beendigungsdatum โ ). im ubrigen gelten der dienstvertrag und die anderungsvereinbarung vom 4. september 2019 sowie die zweite anderungsvereinbarung vom 2. juni 2021 fur die laufzeit unverandert fort. diese praambel ist integraler bestandteil dieser anderungsvereinbarung. the relationship between the parties is governed by a service agreement dated 22nd august 2016 ( โ service agreement โ ), by the addendum to the service agreement dated 4th september 2019 as well as by the second addendum dated 2 june 2021. now, therefore the parties agree on the following amendments to the aforementioned service | 142 |
services-agreements | exhibit 10. 1 private & confidential final ( 22 july 2020 ) 4043241 - 0017 dated july 22, 2020 f - star biotechnology limited ( 1 ) and eliot forster ( 2 ) exhibit 10. 1 private & confidential final ( 22 july 2020 ) 4043241 - 0017 private & confidential final ( 22 july 2020 ) 4043241 - 0017 final ( 22 july 2020 ) 4043241 - 0017 dated july 22, 2020 f - star biotechnology limited ( 1 ) and eliot forster ( 2 ) f - star biotechnology limited ( 1 ) and eliot forster ( 2 ) and eliot forster service agreement | 143 |
services-agreements | exhibit 10. 3 service agreement between : unilin industries bvba with registered office at b - 8710 wielsbeke - belgium, ooigemstraat 3 hereinafter referred to as โ the company โ ; between : between : unilin industries bvba with registered office at b - 8710 wielsbeke - belgium, ooigemstraat 3 hereinafter referred to as โ the company โ ; unilin industries bvba with registered office at b - 8710 wielsbeke - belgium, ooigemstraat 3 hereinafter referred to as โ the company โ ; and : comm. v. โ bernard thiers โ, with a registered office at b - 9700 eine - belgium, nestor de tierestraat 128 hereinafter referred to as โ the service provider โ. preamble whereas, the service provider explains that it has the necessary skills and expertise, and is allowed under applicable laws, to provide services in connection with the management of commercial companies, and whereas, in view of the fact that the company needs the above - mentioned services to support the company, of the experience of the service provider and its wish to provide said services with maintenance of its independence, the parties have chosen to enter into the present service agreement ( the service agreement ), and whereas, the service provider can also be appointed member of the management committee of the company, if any ; and whereas, the parties wish to specify the terms and conditions of their collaboration : it has been agreed as follows : 1 object 1. 1the service provider shall provide all necessary and appropriate services ( hereinafter the services ) concerning ( i ) daily management of the company as president - unilin, ( ii ) strategy definition, ( iii ) build a new executive management team, ( iv ) succession planning for executives and ( v ) providing advice and support to laminate and wood segment. 1. 1 1. 1 the service provider shall provide all necessary and appropriate services ( hereinafter the services ) concerning ( i ) daily management of the company as president - unilin, ( ii ) strategy definition, ( iii ) build a new executive management team, ( iv ) succession planning for executives and ( v ) providing advice and support to laminate and wood segment. the service provider shall provide all necessary and appropriate services ( hereinafter the services ) concerning ( i ) | 144 |
services-agreements | exhibit 2. 3 contribution agreement by and among meh sub llc, gulfport energy corporation, mammoth energy partners llc and mammoth energy services, inc. dated as of march 20, 2017 article 1contribution article 1 article 1 contribution contribution 1. 1contribution of interests 1. 1 1. 1 contribution of interests contribution of interests 1. 2consideration 1. 2 1. 2 consideration consideration 1. 3tax treatment 1. 3 1. 3 tax treatment tax treatment article 2representations and warranties of mammoth article 2 article 2 representations and warranties of mammoth representations and warranties of mammoth 2. 1organization of mammoth 2. 1 2. 1 organization of mammoth organization of mammoth 2. 2power and authority ; enforceability 2. 2 2. 2 power and authority ; enforceability power and authority ; enforceability 2. 3no violation ; necessary approvals 2. 3 2. 3 no violation ; necessary approvals no violation ; necessary approvals 2. 4brokers โ fees 2. 4 2. 4 brokers โ fees brokers โ fees 2. 5capitalization 2. 5 2. 5 capitalization capitalization 2. 6issuance of common stock 2. 6 2. 6 issuance of common stock issuance of common stock 2. 7registration rights 2. 7 2. 7 registration rights registration rights 2. 8breach of article 5 representation and warranty 2. 8 2. 8 breach of article 5 representation and warranty breach of article 5 representation and warranty article 3representations and warranties of mammoth partners llc article 3 article 3 representations and warranties of mammoth partners llc representations and warranties of mammoth partners llc 3. 1organization of mammoth partners llc 3. 1 3. 1 organization of mammoth partners llc organization of mammoth partners llc 3. 2power and authority ; enforceability 3. 2 3. 2 power and authority ; enforceability power and authority ; enforceability 3. 3no violation ; necessary approvals 3. 3 3. 3 no violation ; necessary approvals no violation ; necessary approvals 3. 4brokers โ fees 3. 4 3. 4 brokers โ fees brokers โ fees 3. 5breach of article 5 representation and warranty 3. 5 3. 5 breach of article 5 representation and warranty breach of article 5 representation and warranty article 4representations and warranties of contributors article 4 article 4 representations and warranties | 145 |
services-agreements | exhibit 10. 247 execution version agreement regarding leases this agreement regarding leases ( this โ agreement โ ) is entered into effective as of december 1, 2020 ( the โ effective date โ ), by and among adk georgia, llc ( โ landlord โ ), 3223 falligant avenue associates, l. p. ( โ tara tenant โ ), 3460 powder springs road associates, l. p. ( โ powder springs tenant โ, together with tara tenant, โ tenants โ ), wellington healthcare services ii, l. p. ( โ guarantor โ ), and mansell court associates, llc ( โ pledgor โ, together with guarantor, โ pledgors โ ). landlord, tenants, and pledgors are sometimes referred to collectively herein as the โ parties โ. tenants, pledgors, together with their affiliates, and their respective shareholders, partners, members, managers, officers, directors and employees thereof, are sometimes referred to collectively herein as the โ wellington parties โ. recitals whereas, on or about january 11, 2015, landlord and tara tenant entered into that certain sublease agreement ( as amended and modified, the โ tara lease โ ) pursuant to which landlord subleased to tara tenant that certain skilled nursing and assisted living facility located at 3223 falligant avenue, thunderbolt, georgia 31404 consisting of 134 licensed beds and 11 assisted living beds ( the โ tara facility โ ) ; whereas, on or about january 11, 2015, landlord and powder springs tenant entered into that certain sublease agreement ( as amended and modified, the โ powder springs lease โ, together with the tara lease, the โ leases โ ) pursuant to which landlord subleased to powder springs tenant that certain skilled nursing facility located at 3460 powder springs road, powder springs, georgia 30127 consisting of 208 licensed beds ( the โ powder springs facility โ, together with the tara facility, the โ facilities โ ) ; whereas, on or about january 25, 2019, guarantor executed and delivered to landlord that certain guaranty pursuant to which guarantor guaranteed all of tara tenant โ s obligations under the tara lease ( the โ tara guarantee โ ) and that certain guaranty pursuant to which guarantor guaranteed all of powder springs tenant โ s obligations under the powder springs lease ( the โ powder springs guarantee โ, together with the tara guarantee, the โ guarantees โ ) ; whereas, on or about | 146 |
services-agreements | exhibit 10. 3 certain information identified by โ [ * * * ] โ has been excluded from the exhibit because it is both not material and is the type of information that the registrant treats as private or confidential. amendment no. 4 to market access services agreement this amendment no. 4 ( this โ amendment โ ) is entered into as of august 9, 2022 ( the โ amendment effective date โ ) by and between sunovion pharmaceuticals inc., a delaware corporation, having a principle place of business at 84 waterford drive, marlborough, ma 01752 ( โ sunovion โ ) and myovant sciences gmbh, a swiss corporation, having a principle place of business at viaduktstrasse 8, 4051 basel, switzerland ( โ myovant โ ). capitalized terms used in this amendment that are not defined in this amendment shall have the meaning set forth in the agreement ( as defined below ). recitals a. sunovion and myovant entered into that certain market access services agreement dated august 1, 2020 and amended as of december 14, 2020, january 25, 2021, march 15, 2021 and august 9, 2022 ( collectively, the โ agreement โ ) ; sunovion and myovant entered into that certain market access services agreement dated august 1, 2020 and amended as of december 14, 2020, january 25, 2021, march 15, 2021 and august 9, 2022 ( collectively, the โ b. sunovion and myovant acknowledge and agree the amendment titled โ amendment no. 1 to market access services agreement โ to the agreement entered into by and between the parties effective december 14, 2020 is the first amendment to the agreement ; sunovion and myovant acknowledge and agree the amendment titled โ amendment no. 1 to market access services agreement โ to the agreement entered into by and between the parties effective december 14, 2020 is the first amendment to the agreement ; c. sunovion and myovant acknowledge and agree the amendment titled โ amendment no. 2 to market access services agreement โ entered into by and between the parties effective january 25, 2021 is the second amendment to the agreement ; sunovion and myovant acknowledge and agree the amendment titled โ amendment no. 2 to market access services agreement โ entered into by and between the parties effective january 25, 2021 is the second amendment to the agreement ; d. sunovion and myovant acknowledge and agree the amendment titled โ amendment no. | 147 |
services-agreements | exhibit 10. 10 klx energy services holdings, inc. 1300 corporate center way wellington, fl 33414 september 14, 2018 mr. thomas p. mccaffrey senior vice president and chief financial officer 1300 corporate center way wellington, fl 33414 re : terms of employment dear mr. mccaffrey : this letter agreement confirms the terms and conditions of your employment with klx energy services holdings, inc. ( the company ) as set forth below : start date : september 14, 2018. title and reporting : during the term of your employment with the company, you will serve as senior vice president and chief financial officer of the company and its subsidiaries, and you will report directly to the company โ s chief executive officer. duties and responsibilities : you will have the duties and responsibilities that are normally associated with the position described above. in addition, you are hereby expressly permitted to continue to serve as an employee, executive officer, director or consultant of klx inc. cash compensation : during the period of your employment with the company, the company will pay you a cash base salary at the annual rate of one dollar ( $ 1 ) in accordance with the usual payroll practices of the company and subject to any applicable withholdings and deductions. in addition, during the period of your employment with the company, you may receive cash incentive compensation in the discretion of the compensation committee of the company โ s board of directors ( the committee ), but you will not have any contractual entitlement to receive any such cash incentive compensation. incentive equity : promptly following completion of the company โ s spin - off from klx inc., the company will grant you a restricted stock award on the common stock of the company pursuant to the company โ s long - term incentive plan ( the ltip ) ( i ) representing three percent ( 3 % ) of the company โ s common stock on a fully diluted basis as of the effective date of the company โ s spin - off from klx inc., ( ii ) to become vested in four ( 4 ) equal annual installments on each of the first four ( 4 ) anniversaries of the effective date of the company โ s spin - off from klx inc., subject to your continued employment or other service with the company on each applicable vesting date ( and subject to the following clause ( iii ) ), ( iii ) to become fully vested ( a ) upon an involuntary termination of your | 148 |
services-agreements | exhibit 10. 8 legacy acquisition corp. 1308 race street, suite 200 cincinnati, oh 45202 november [ ], 2017 legacy acquisition sponsor, llc 312 walnut street, floor 1 cincinnati, oh 45202 ladies and gentlemen : this letter will confirm our agreement that, commencing on the effective date ( the โ effective date โ ) of the registration statement ( the โ registration statement โ ) for the initial public offering ( the โ ipo โ ) of the securities of legacy acquisition corp. ( the โ company โ ) and continuing until the earlier of ( i ) the consummation by the company of an initial business combination or ( ii ) the company โ s liquidation ( in each case as described in the registration statement ) ( such earlier date hereinafter referred to as the โ termination date โ ), legacy acquisition sponsor i llc shall make available to the company certain office space, utilities, secretarial support and other administrative and consulting services as may be required by the company from time to time, situated at 1308 race street, suite 200, cincinnati, oh 45202 ( or any successor location ). in exchange therefor, the company shall pay legacy acquisition sponsor i llc the sum of $ 10, 000 per month on the effective date and continuing monthly thereafter until the termination date. legacy acquisition sponsor i llc hereby agrees that it does not have any right, title, interest or claim of any kind in or to any monies that may be set aside in a trust account ( the โ trust account โ ) that may be established upon the consummation of the ipo as a result of this letter agreement ( the โ claim โ ) and hereby waives any claim it may have in the future as a result of, or arising out of, this letter agreement and will not seek recourse against the trust account for any reason whatsoever. very truly yours, legacy acquisition corp. by : name : edwin j. rigaud title : chief executive officer very truly yours, very truly yours, legacy acquisition corp. legacy acquisition corp. by : by : name : edwin j. rigaud name : edwin j. rigaud title : chief executive officer title : chief executive officer agreed to and accepted by : legacy acquisition sponsor i llc by : name : edwin j. rigaud title : managing member legacy acquisition sponsor i llc legacy acquisition sponsor i llc by : by : name : edwin j. rigaud name : edwin j. rigaud title : managing member title | 149 |
services-agreements | exhibit 10. 4 larry hammond, 004049 anne m. chapman, 025965 kathleen e. brody, 026331 osborn maledon, p. a. 2929 north central avenue, 21st floor phoenix, arizona 85012 - 2793 ( 602 ) 640 - 9000 * * * @ * * * * * * @ * * * * * * @ * * * attorneys for western union financial services, inc. in the superior court of the state of arizona in and for the county of maricopa state of arizona, ex rel. attorney general thomas c. horne, plaintiff, vs. western union financial services, inc. defendant. ) ) ) ) ) ) ) ) ) ) no. cv2010 - 005807order granting stipulated motion to extend deadline for separate agreements state of arizona, ex rel. attorney general thomas c. horne, plaintiff, vs. western union financial services, inc. defendant. ) ) ) ) ) ) ) ) ) ) no. cv2010 - 005807order granting stipulated motion to extend deadline for separate agreements state of arizona, ex rel. attorney general thomas c. horne, plaintiff, vs. western union financial services, inc. defendant. ) ) ) ) ) ) ) ) ) ) no. cv2010 - 005807order granting stipulated motion to extend deadline for separate agreements state of arizona, ex rel. attorney general thomas c. horne, plaintiff, vs. western union financial services, inc. defendant. state of arizona, ex rel. attorney general thomas c. horne, plaintiff, vs. western union financial services, inc. defendant. ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) no. cv2010 - 005807order granting stipulated motion to extend deadline for separate agreements no. cv2010 - 005807 order granting stipulated motion to extend deadline for separate agreements the state of arizona ex rel. thomas c. horne, attorney general ( โ state โ ) and western union financial services, inc. ( โ western union โ ), having filed a stipulated motion to extend deadline for separate agreements, and good cause appearing, it is hereby ordered that the current deadline of april 14, 2014, for participating states to execute separate agreements with western union regarding the provision of data for transactions sent to or from locations within the southwest border data area is extended | 150 |
services-agreements | exhibit 10. 2 amendment number 7 to the managed operations services agreement this amendment number 7 to the managed operations services agreement ( this โ amendment โ ), is made by and between franklin templeton companies, llc, a delaware limited liability company, having a place of business at one franklin parkway, san mateo, ca, 94403 ( โ franklin โ ) and international business machines corporation, having place of business at route 100, somers, ny, 10589 ( โ ibm โ ) ( collectively referred to herein as the โ parties โ ). this amendment is effective as of august 1, 2007 ( the โ amendment number 7 effective date โ ). this amendment amends the managed operations services agreement, dated february 6, 2001, between franklin and ibm as modified or amended prior to the date hereof including any schedules, supplements, exhibits and attachments thereto ( the โ agreement โ ). capitalized terms used but not defined herein shall have their respective meanings as defined in the agreement. in the event of any inconsistency between the terms of the agreement and the terms of this amendment, the terms of this amendment shall prevail. all terms and conditions of the agreement not specifically amended or supplemented herein, shall remain unchanged and in full force and effect. the term of this amendment will begin as of the amendment number 7 effective date and will run concurrently with the agreement. this amendment modifies the agreement for purposes of extending the business recovery services term, clarification of charges regarding br services ( as defined in schedule m of the agreement ) and to add mobile recovery services to the scope of the br services, clarification of the parties โ obligations to obtain consents for franklin products added to the environment after initial refresh and to define certain changes due to the change in control of root access. the affected and changed sections and schedules of the agreement are as indicated below. i. the agreement : 1. section 20 ( b ) of the agreement shall be deleted in its entirety and replaced with the following : schedule m shall commence on the effective date and shall extend until 2400 hours, pacific time, on the tenth anniversary of the commencement date, if not terminated earlier pursuant to section 18 or 21 ( the โ business recovery services term โ ). franklin shall have the right to renew business recovery services term for three successive one year renewal terms, on the same terms and conditions as set forth in schedule m, by providing ibm with written notice ninety ( 90 | 151 |
services-agreements | exhibit 10. 18 shareholders agreement moelis australia moelis & company international holdings llc magic tt pty ltd moelis australia holdings pty ltd greenwich legal services pty ltd level 11, 50 margaret street, sydney nsw 2000 tel : + 61 2 8197 2222 fax : + 61 2 9290 2707 gpo box 4474, sydney nsw 2001 www. greenwichlegal. com. au level 11, 50 margaret street, sydney nsw 2000 level 11, 50 margaret street, sydney nsw 2000 tel : + 61 2 8197 2222 fax : + 61 2 9290 2707 tel : + 61 2 8197 2222 fax : + 61 2 9290 2707 gpo box 4474, sydney nsw 2001 gpo box 4474, sydney nsw 2001 www. greenwichlegal. com. au www. greenwichlegal. com. au greenwich legal shareholders agreement greenwich legal greenwich legal shareholders agreement shareholders agreement table of contents table of contents table of contents 1. definitions and interpretation 1 2. establishment 1 2. 1. initial actions 1 2. 2. effective date 2 3. structure of the company 3 3. 1. appointment of directors 3 3. 2. initial subscription for shares 3 3. 3. initial board meeting 3 3. 4. company key documents 4 3. 5. additional subscription for shares 4 4. control of the company 5 4. 1. overview 5 4. 2. australian executive committee 5 4. 3. the board 6 4. 4. board sub - committee 10 4. 5. australian remuneration committee 10 4. 6. shareholders 12 4. 7. subsidiaries 13 5. australian executive committee 13 5. 1. composition 13 5. 2. meetings and decisions 13 5. 3. membership of australian executive committee 13 6. the board 13 6. 1. maximum number of directors 13 6. 2. directors to be appointed by shareholders 13 6. 3. nominee directors 14 6. 4. timing and notice of board meetings 14 6. 5. method of meeting 14 6. 6. passing of resolutions and voting 15 6. 7. circular resolutions 15 6. 8. quorum for board meetings 15 6. 9. alternate directors 15 6. 10. all appointments by notice in writing 15 6. 11. interested directors 16 6. 12. remuneration 16 7. australian remuneration committee 16 7. 1. maximum number of members 16 7. 2. members to | 152 |
services-agreements | exhibit 10. 41 january 31, 2008 igor kolomoisky manita investments limited global media group ltd. torcensta holding ltd central european media enterprises ltd. cme media enterprises b. v. cme ukraine holding gmbh cet 21 s. r. o. ukrainian media services llc _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ assignment agreement _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ contents clause page 1. definitions and interpretation 4 2. no admission 7 3. option assignment and terminations 7 4. actions to be taken prior to closing date 9 5. consideration ; conditions precedent ; closing 10 6. standstill 12 7. termination 12 8. indemnities and liabilities 13 9. representations and warranties 13 10. certain covenants related to cme share issuance 16 11. confidentiality 18 12. assignment 19 13. miscellaneous 19 14. governing law and arbitration 21 schedules schedule 1 โ kolomoisky release agreements schedule 2 โ surkis release agreements schedule 3 โ kolomoisky closing certificate schedule 4 โ notice of registration schedule 5 โ closing date confirmation schedule 6 โ notice this assignment agreement ( this " agreement " ) is made this 31st day of january, 2008 by and among : ( 1 ) ( 1 ) ( 2 ) ( 2 ) ( 3 ) ( 3 ) ( 4 ) ( 4 ) ( 5 ) ( 5 ) ( 6 ) ( 6 ) ( 7 ) ( 7 ) ( 8 ) ( 8 ) ( 9 ) ( 9 ) ( individually a " party " and together the " parties " ). whereas : ( a ) ( a ) 1 1 1 ( b ) ( b ) ( c ) ( c ) ( d ) ( d ) ( e ) ( e ) ( f ) ( f ) ( g ) ( g ) ( h ) ( h ) 1. 1. 2. 2. 3. 3. 4. 4. 5. 5. ( i ) ( i ) now therefore, in consideration of the foregoing recitals and the mutual representations, covenants, warranties and agreements contained herein, and for other good and valuable consideration, the receipt and | 153 |
services-agreements | exhibit 10. 1 execution version black creek industrial reit iv inc. up to $ 2, 000, 000, 000 of common stock : class t and class i shares selected dealer agreement october 28, 2019 selected dealer agreement ameriprise financial services, inc. 369 ameriprise financial center minneapolis, mn 55474 ladies and gentlemen : each of black creek industrial reit iv inc., a maryland corporation ( the โ company โ ), black creek capital markets, llc, a colorado limited liability company ( the โ dealer manager โ ), bci iv advisors llc, a delaware limited liability company ( the โ advisor โ ), and bci iv advisors group llc, a delaware limited liability company ( the โ sponsor โ ), hereby confirms its agreement with ameriprise financial services, inc., a delaware corporation ( โ ameriprise โ ), as follows : 1. introduction. this selected dealer agreement ( the โ agreement โ ) sets forth the understandings and agreements whereby ameriprise will offer and sell on a best efforts basis for the account of the company class t shares ( โ class t shares โ ) and class i shares ( โ class i shares โ and, together with the class t shares, the โ shares โ ) of common stock ( the โ common stock โ ), par value $. 01 per share of the company registered pursuant to the registration statement ( as defined below ) at the per share price set forth in the registration statement from time to time ( subject to certain volume and other discounts described therein ) ( the โ offering โ ), which offering includes shares being offered pursuant to the company โ s distribution reinvestment plan ( the โ drip โ ). ameriprise will offer and sell the class i shares only to officers, directors, employees, and registered representatives of ameriprise or its affiliates, as well as immediate family members of such persons as defined by finra rule 5130. the shares are more fully described in the registration statement defined below. ameriprise is hereby invited to act as a selected dealer for the offering, subject to the other terms and conditions set forth below. 2. representations and warranties of the company, the dealer manager, the advisor, and the sponsor. the company, the dealer manager, the advisor, and the sponsor ( each an โ issuer entity โ and, collectively, the โ issuer entities โ ), jointly and severally, | 154 |
services-agreements | exhibit 10. 2 executive serviceagreement executive serviceagreement executive serviceagreement cabot uk holdco limitedandcraig buick cabot uk holdco limitedandcraig buick cabot uk holdco limitedandcraig buick contents 1. interpretation2. appointment3 duties and powers4 mobility5 remuneration6 performance adjustment7 awards8 expenses9 holidays10 sickness and incapacity11 pension12 permanent health insurance, private medical expenses insurance and life assurance13 exclusive service14 intellectual property15 confidentiality16 restrictions17 notification of restrictions18 termination19 compliance20 return of property on termination21 disciplinary, dismissal and grievance procedures22 deductions23 data protection24 notices25 assignment and effect of termination26 third party rights27 law and jurisdiction28 prior agreements29 collective agreements30 severability 1. interpretation2. appointment3 duties and powers4 mobility5 remuneration6 performance adjustment7 awards8 expenses9 holidays10 sickness and incapacity11 pension12 permanent health insurance, private medical expenses insurance and life assurance13 exclusive service14 intellectual property15 confidentiality16 restrictions17 notification of restrictions18 termination19 compliance20 return of property on termination21 disciplinary, dismissal and grievance procedures22 deductions23 data protection24 notices25 assignment and effect of termination26 third party rights27 law and jurisdiction28 prior agreements29 collective agreements30 severability 1. interpretation 1. interpretation 2. appointment 2. appointment 3 duties and powers 3 duties and powers 4 mobility 4 mobility 5 remuneration 5 remuneration 6 performance adjustment 6 performance adjustment 7 awards 7 awards 8 expenses 8 expenses 9 holidays 9 holidays 10 sickness and incapacity 10 sickness and incapacity 11 pension 11 pension 12 permanent health insurance, private medical expenses insurance and life assurance 12 permanent health insurance, private medical expenses insurance and life assurance 13 exclusive service 13 exclusive service 14 intellectual property 14 intellectual property 15 confidentiality 15 confidentiality 16 restrictions 16 restrictions 17 notification of restrictions 17 notification of restrictions 18 termination 18 termination 19 compliance 19 compliance 20 return of property on termination 20 return of property on termination 21 disciplinary, dismissal and grievance procedures 21 disciplinary, dismissal and grievance procedures 22 deductions 22 deductions 23 data protection 23 data protection 24 notices 24 notices 25 assignment and effect of termination 25 assignment and effect of termination 26 third party rights 26 third party rights 27 law and jurisdiction 27 law and jurisdiction 28 prior agreements 28 prior agreements 29 collective agreements 29 collective agreements 30 severability 30 | 155 |
services-agreements | exhibit 10. 1 telemedicine services agreement this telemedicine agreement ( the โ agreement โ ) dated august 15, 2021 ( the โ effective date โ ), is by and between zipdoctor, inc., a texas corporation ( โ zipdoctor โ ), a wholly - owned subsidiary of american international holdings corp., a nevada corporation, and murphy rx, llc, a texas limited liability company, ( โ murphy โ ), collectively the โ parties โ and each a โ party โ. 1. definitions. the defined terms in the introductory paragraph, the defined terms set forth below, and the defined terms in the remainder of this agreement each has the meaning so given to it whenever used throughout this agreement. ( a ) โ liability โ means with respect to any person, any liability or obligation of such person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such person. ( b ) โ losses โ means all loss, liability, damage or deficiency ( including interest, penalties, judgments, costs of preparation and investigation, and attorneys โ fees ). ( c ) โ members โ shall mean customers of zipdoctor โ s zipdoctor services. ( d ) โ person โ means any individual, corporation, partnership, joint venture, limited liability company, trust, unincorporated organization or governmental entity. ( e ) โ providers โ mean licensed physicians who have contracted with, and who are made available for telemedicine services through zipdoctor. ( f ) โ telemedicine services โ means acute virtual physician visits and optionally, mental health therapy, delivered virtually. ( g ) โ zipdoctor services โ means the provision by zipdoctor of telemedicine services through the zipdoctor website, pursuant to and subject to the terms and conditions set forth on exhibit a. ( h ) โ zipdoctor website โ means a website and the related platform which facilitates the provision of zipdoctor services. 2. scope of agreement. the parties are entering into this agreement to set forth the framework pursuant to which zipdoctor will a ) | 156 |
services-agreements | exhibit 10. 2 ( 1 ) bioarkive, llc - and - ( 2 ) immuneering corporation master services agreement bioarkive & immuneering1 / 11 bioarkive & immuneering1 / 11 bioarkive & immuneering1 / 11 bioarkive & immuneering 1 / 11 master services agreement this master services agreement ( โ agreement โ ), effective as of august 5th, 2019 ( โ effective date โ ), is made by and between bioarkive llc, a limited liability company under the laws of california, usa, having its registered offices and principal place of business at 11421 w bernardo court ( suite 200 ), san diego, ca 92127 ( hereinafter referred to as โ bioarkive โ ) ; and immuneering corporation, a corporation, incorporated under the laws of delaware, usa, having its registered offices and principal place of business at 245 main st, second floor, cambridge, ma 02142 ( hereinafter referred to as โ client โ ). hereinafter each party may also individually be referred to as a โ party โ and collectively as the โ parties โ. whereas, client is engaged in the field of drug discovery ; whereas, bioarkive is engaged in business in the field of preclinical research services and biorepository services ; whereas, bioarkive is willing to provide contract research and development services, as defined below and hereby represents that this undertaking does not conflict with its duties and obligations under any other agreement to which it is a party, including any agreement with any other company or institution, and whereas, client and / or its affiliated companies as the case may be, wish to engage bioarkive for the purpose of literature study, molecular and cell biology research, assay development, biostorage, data analysis, and testing therapeutic agents as further specified in a related project proposal or related services which bioarkive may offer on a project - by - project basis. now, therefore, it is agreed as follows : 1. 0 bioarkive services 1. 1 upon engagement by client hereunder, bioarkive, ( hereinafter referred as to as the โ service provider โ ), shall perform preclinical services, including ( but not limited to ) molecular and cellular biology assays and / or early process research services which may include ( but not limited to ) literature study, molecular modeling and assay design, feasibility studies and other related services | 157 |
services-agreements | exhibit 10. 1 consigned management and technology service agreement by and among qingdao niao bio - technology ltd. neostem ( china ), inc. and the shareholder of qingdao niao bio - technology ltd. june 1, 2009 consigned management and technology service agreement consigned management and technology service agreement consigned management and technology service agreement this consigned management and technology service agreement ( โ this agreement โ ) is entered into on june 1, 2009 between the following parties : ( 1 ) ( 1 ) ( 2 ) ( 2 ) ( 3 ) sole shareholder of qingdao niao bio - technology ltd. ( the โ shareholder โ ) ( 3 ) ( 3 ) sole shareholder of qingdao niao bio - technology ltd. ( the โ shareholder โ ) name of the shareholder name of the shareholder shareholding ratio ๏ผ % ๏ผ shareholding ratio ๏ผ % ๏ผ id card no. id card no. contact address contact address liu hongbing 100 room 102, unit 4 building 6, no. 138 huaneng road, licheng district, ji โ nan city ( party a, party b and the shareholder are referred to collectively in this agreement as the โ parties โ or โ the parties โ, and individually as โ a party โ or โ each party โ. ) whereas : ( 1 ) ( 1 ) ( 2 ) ( 2 ) 1 1 1 consigned management and technology service agreement consigned management and technology service agreement ( 3 ) ( 3 ) ( 4 ) ( 4 ) now therefore, the parties hereby agree through friendly negotiation as follows : article 1 definition 1. 1 โ prc โ refers to the people โ s republic of china, for the purpose of this agreement, excluding the hong kong special administrative region, macao special administrative region and taiwan province 1. 2 โ prc laws โ refers to all prc laws, administrative regulations and government rules in effect ; 1. 3 โ rmb โ refers to the legal currency within the prc ; 1. 4 โ party a staff โ refers to the senior management staff of party a and the manager of each plant ; 1. 5 โ consigned management and technology service fee โ or โ consideration โ refers to the consideration as defined in article 3. 1 and paid to party b by party a. article 2 contents of consigned management and technology services 2. 1 contents of consigned management services 2. 1. 1 business management services 2. 1. 1 | 158 |
services-agreements | exhibit 10. 21 portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the securities and exchange commission. the omissions have been [ * * ], and the omitted text has been filed separately with the securities and exchange commission. clearing services agreement effective the 16th day of april 2003 between chicago mercantile exchange inc., a business corporation organized under the laws of the state of delaware and having its principal office situated at 30 south wacker drive, chicago, illinois 60606 u. s. a., duly represented by its chairman of the board, terrence duffy, and by its president and chief executive officer, james j. mcnulty, ( hereinafter referred to at times as โ cme โ ), and the board of trade of the city of chicago, inc., a non share corporation organized under the laws of the state of delaware and having its principal office situated at 141 w. jackson blvd., chicago, illinois 60604 u. s. a., duly represented by its chairman, charles p. carey, and by its president and chief executive officer, bernard w. dan, ( hereinafter referred to at times as โ cbot โ ). each of cbot and cme is referred to herein as a โ party โ, and collectively they are referred to as the โ parties. โ recitals : whereas, cme is registered with the commodity futures trading commission ( the โ cftc โ ) as a designated contract market ( โ dcm โ ) and a โ derivative clearing organization โ ( โ dco โ ) within the meaning of the commodity exchange act, as amended ( the โ cea โ ), and seeks to provide clearing services, as defined herein, for cbot futures and options contracts ; whereas, cbot is registered with the cftc as a dcm and intends to register as a dco within the meaning of the cea, as amended, and seeks to have cme provide clearing services, as defined herein, for cbot futures and options contracts ; whereas, the parties intend to provide substantial benefits to their customers by clearing their listed contracts through the same clearing house ; whereas, the parties intend to enhance the efficient use of capital by their members by employing cme โ s system of financial guarantees and providing for more efficient portfolio risk margining of certain positions held at cme โ s clearing house ; and whereas, the parties intend to cooperatively | 159 |
services-agreements | exhibit 10. 4. 4 deed of amendment two to the executive service agreement between inc research holding limited and alistair macdonald this deed of amendment is made on 15 january 2020 between 1. inc research holding limited ( registered under company number 06910205 ), of farnborough business park, 1 pinehurst road, farnborough, hampshire, england, gu14 7bf ( the โ company โ ) ; and inc research holding limited 2. alistair macdonald ( the โ executive โ ). the board has approved the terms of this agreement under which the executive is to be employed. alistair macdonald whereas, the company and executive entered into that certain executive service agreement dated 27 july 2016, amended 1 april 2017 ( collectively, the โ agreement โ ) ; and whereas, in order to better align the terms of the agreement and the executive โ s outstanding equity awards with those generally applicable to other senior executives of the company and its affiliates and the terms of current equity awards of syneos health, inc. and in compliance with the pension regulations of the united kingdom, the parties hereto desire to entire into this amendment which shall be effective as of date first provided above ; now, therefore, for the mutual covenants contained in the agreement and herein, the parties agree as follows : 1. section 18. 3 is hereby amended, to read in its entirety as follows : section 18. 3 is hereby amended, to read in its entirety as โ 18. 3 qualifying termination during a non - cic period. subject to sections 18. 3. 4 and 18. 5. 4, if the executive โ s employment terminates as a result of a qualifying termination during a non - cic period, then the executive shall be entitled to the payments and benefits detailed in section 18. 3. 1, 18. 3. 2 and 18. 3. 3 together known as the โ non - cic period termination payment โ : 18. 3. 1 a lump - sum cash amount equal to the sum of ( i ) any unpaid base salary through the termination date, ( ii ) any outstanding bonus for which payment is due and owing as of the termination date, ( iii ) any paid time off pay that is accrued and unused as of the termination date, and ( iv ) any unreimbursed expenses properly incurred by the executive in accordance with the company โ s business expense reimbursement policy ; 18. 3. 2 a lump sum cash payment equal to two | 160 |
services-agreements | subscription agreement for common stock gj culture group us, inc. subscription agreement the undersigned subscriber ( โ subscriber โ ) has received and carefully read the term sheet ( โ term sheet โ ) for the gj culture group us, inc. ( the โ company โ ) common stock offering ( the โ common stock โ ), dated _ _ _ _ _ _ _ _, 2019, which sets forth the terms and conditions of the offering ( โ offering โ ) of shares of common stock at a price of $ 0. 032 per share. the subscriber understands and acknowledges that the term sheet is not full disclosure documents but are intended to comply with the requirements of securities exchange act of 1933 and 1934, as amended, applicable to limited private placements exempt from registration under regulation s of the securities act of 1933, and similar exemptions under applicable state securities laws. the company is an educational service institution registered and established with approval in the state of nevada, dedicated to the service of classical studies education between china and the us, with business such as opening education and training courses centered on classical studies, organizing china - us international study tour activities, hosting china - us culture and art fairs, etc. the company operates in the san francisco bay area in california with affiliated offices in xi an, china. the company โ s mission is to commit to quality education service based on the culture of chinese classical studies, commit to the dissemination of ancient chinese philosophical ideas, and commit to become a bond between chinese and western cultures and art. name of investor : number of shares subscribed for : purchase price : personal identification type and number : country of residence : address of investor : cell phone number : wechat identification : email address : name of investor : name of investor : number of shares subscribed for : number of shares subscribed for : purchase price : purchase price : personal identification type and number : personal identification type and number : country of residence : country of residence : address of investor : address of investor : cell phone number : cell phone number : wechat identification : wechat identification : email address : email address : 1. subscription. subject to the terms and conditions of the memorandum and this subscription agreement ( the โ agreement โ ), subscriber hereby irrevocably subscribes to purchase the number of shares of common stock set forth above at $ 0. 032 per share ( the โ subscription โ ). the | 161 |
services-agreements | exhibit 10. 8 cfo service agreement between dandrit biotech a / s cvr no 26 02 73 22 c / o symbion science park fruebjergvej 3 2100 copenhagen denmark ( hereinafter referred to as the โ company โ ) and crossfield inc., robert e. wolfe po box 189 randolph, vt 05060 u. s. a. ( hereinafter referred to as the โ cfo โ ) dandrit biotech a / s cvr no 26 02 73 22 c / o symbion science park fruebjergvej 3 2100 copenhagen denmark ( hereinafter referred to as the โ company โ ) dandrit biotech a / s cvr no 26 02 73 22 c / o symbion science park fruebjergvej 3 2100 copenhagen denmark ( hereinafter referred to as the โ company โ ) dandrit biotech a / s cvr no 26 02 73 22 c / o symbion science park fruebjergvej 3 2100 copenhagen denmark ( hereinafter referred to as the โ company โ ) and and and crossfield inc., robert e. wolfe po box 189 randolph, vt 05060 u. s. a. ( hereinafter referred to as the โ cfo โ ) crossfield inc., robert e. wolfe po box 189 randolph, vt 05060 u. s. a. ( hereinafter referred to as the โ cfo โ ) crossfield inc., robert e. wolfe po box 189 randolph, vt 05060 u. s. a. ( hereinafter referred to as the โ cfo โ ) ( the company and the cfo hereinafter individually referred to as a โ party โ and collectively referred to as the โ parties โ ) background a. effective as from july 11, 2017, the cfo is to be hired as consultant and chief financial officer ( cfo ) of the company and chief financial officer ( cfo ) of the parent company ; dandrit biotech usa, inc. a. effective as from july 11, 2017, the cfo is to be hired as consultant and chief financial officer ( cfo ) of the company and chief financial officer ( cfo ) of the parent company ; dandrit biotech usa, inc. a. effective as from july 11, 2017, the | 162 |
services-agreements | exhibit 10. 55 allied waste industries, inc. supplemental executive retirement plan schedule a ( amended and restated effective april 11, 2007 ) participant participation date peter s. hathaway january 1, 2004 donald w. slager january 1, 2004 james g. van weelden june 1, 2004 john s. quinn january 1, 2005 john j. zillmer may 27, 2005 edward a. evans september 19, 2005 timothy r. donovan april 11, 2007 retired effective 12 / 31 / 2004 thomas w. ryan august 1, 2003 retired effective 8 / 31 / 2006 steven m. helm january 1, 2004 exhibit 10. 55 allied waste industries, inc. supplemental executive retirement plan schedule a ( amended and restated effective april 11, 2007 ) participant participation date peter s. hathaway january 1, 2004 donald w. slager january 1, 2004 james g. van weelden june 1, 2004 john s. quinn january 1, 2005 john j. zillmer may 27, 2005 edward a. evans september 19, 2005 timothy r. donovan april 11, 2007 retired effective 12 / 31 / 2004 thomas w. ryan august 1, 2003 retired effective 8 / 31 / 2006 steven m. helm january 1, 2004 participant participation date peter s. hathaway donald w. slager james g. van weelden john s. quinn john j. zillmer edward a. evans timothy r. donovan retired effective 12 / 31 / 2004 thomas w. ryan retired effective 8 / 31 / 2006 steven m. helm | 163 |
services-agreements | novation agreement this novation agreement is dated 29th june 2018 between : ( 1 ) aspen insurance uk services limited, a company registered in england and wales ( with registered number 04270446 ) and whose registered office is at 30 fenchurch street, london, ec3m 3bd ( the โ uk customer โ ) ; ( 1 ) ( 1 ) aspen insurance uk services limited, a company registered in england and wales ( with registered number 04270446 ) and whose registered office is at 30 fenchurch street, london, ec3m 3bd ( the โ uk customer โ ) ; aspen insurance uk services limited, a company registered in england and wales ( with registered number 04270446 ) and whose registered office is at 30 fenchurch street, london, ec3m 3bd ( the โ uk customer โ ) ; aspen insurance u. s. services, inc., a company incorporated in delaware, united states, whose registered office is at 1209 orange street, wilmington, de 19801 ( the โ us customer โ ) ; aspen bermuda limited, a company incorporated in bermuda with company number 127314 and registration number 32866, whose registered office is at 141 front street, hamilton, hm 19, bermuda ( the โ bermuda customer โ ) ; ( the uk customer, us customer and bermuda customer, together referred to herein as the โ customer โ ) ( 2 ) genpact international, inc., a company incorporated in delaware, united states, whose registered office is at 1155, avenue of the americas, 4th floor, new york, ny 10036 ( the โ outgoing service provider โ ) ; and ( 2 ) ( 2 ) genpact international, inc., a company incorporated in delaware, united states, whose registered office is at 1155, avenue of the americas, 4th floor, new york, ny 10036 ( the โ outgoing service provider โ ) ; and genpact international, inc., a company incorporated in delaware, united states, whose registered office is at 1155, avenue of the americas, 4th floor, new york, ny 10036 ( the โ outgoing service provider โ ) ; and th ( 3 ) genpact ( uk ) limited, a company registered in england and wales ( with registered number 04217635 ) whose registered office is at 66 buckingham gate, 4th floor, london sw1e 6au ( the โ successor โ ). ( 3 ) ( 3 ) | 164 |
services-agreements | exhibit 10. 33 highly confidential november 13, 2017 akoustis technologies, inc. 9805 northcross center court suite h huntersville, nc 28078 attn : mr. jeffrey shealy attn : mr. jeffrey shealy attn : mr. jeffrey shealy president & chief executive officer engagement agreement providing for investment banking services dear mr. shealy : this letter agreement ( this โ agreement โ ) is to confirm the engagement by akoustis technologies, inc. and its subsidiaries and affiliates ( the โ company โ or โ you โ ) of joseph gunnar & co., llc ( โ joseph gunnar โ ) as its non - exclusive financial advisor and placement agent in connection with an institutional equity capital raise ( s ) ( โ each a transaction โ and each an โ offering โ ). the offering will raise a minimum of gross proceeds of five hundred thousand dollars ( $ 500, 000 ) ( the โ minimum offering amount โ ) and a maximum of gross proceeds of fifteen million dollars ( $ 15, 000, 000 ) ( the โ maximum offering amount โ ) through the sale of shares of common stock, par value $ 0. 001 per share, of the company ( the โ common stock โ ), at the purchase price of $ 5. 50 per share ( the โ offering price โ ). the minimum subscription is twenty - seven thousand five - hundred dollars ( $ 27, 500 ) or five thousand shares ( 5, 000 ), provided, however, that subscriptions in lesser amounts may be accepted by the company in its sole discretion. placement of the securities by the joseph gunnar will be made on a reasonable best efforts basis. the company agrees and acknowledges that joseph gunnar is not acting as an underwriter with respect to the offering and the company shall determine the purchasers in the offering in its sole discretion. the shares will be offered by the company to potential subscribers, which may include related parties of the joseph gunnar or the company, commencing on november 13, 2017 through december 22, 2017 ( the โ initial offering period โ ), which date may be extended by the company in its sole discretion ( this additional period, if any, and the initial offering period shall be referred to as the โ offering period โ ). the date on which the offering is terminated shall be referred to as the โ termination date โ. the closing of the offering may be held up to ten days after the termination date. 30 broad street, 11th floor โ new york, ny 1000 | 165 |
services-agreements | exhibit 10. 43 best energy services, inc 5433 westheimer suite 825 houston, texas 77056 december 14, 2009 mr. rick a. zimmer ms. donna zimmer 4410 weston drive fulshear, texas 77441 dear mr. zimmer ; this letter agreement ( the โ agreement โ ) will evidence the understanding of rick a zimmer as a participant ( โ participant โ ) and best energy services, inc. ( โ best โ ) with regard to participant โ s participation in the east texas project known as the โ akin prospect โ currently being developed by best energy ventures, llc ( โ bev โ ), a wholly owned subsidiary of bes. the agreements and obligations of participant and best are set forth below. upon the execution of this agreement, participant shall pay best by check or wire transfer in immediately available funds the sum of $ 25, 000. best has received a short term assignment of the lease ( s ) comprising 100 % of the working interests in the akin prospect ( the โ term assignment โ ), which term assignment is attached hereto as exhibit a. this term assignment is an asset of bev. upon receipt of the $ 25, 000 by best, subject to the terms and conditions below, best shall : 1 ) grant participant a 5 year warrant to acquire 300, 000 shares of common stock of best at a strike price of $ 0. 25 per share ; provided, however, that in the event an equity offering by best is closed within the next 60 days ( the โ placement โ ), the warrant price will be reduced to the price used in such placement ( but no other adjustments will be made to the warrants ). the warrants will be evidenced by, and subject to, best โ s standard form of warrant, which shall include appropriate investment representations. 1 ) 1 ) 2 ) grant participant a 6. 25 % membership interest in bev, a currently wholly owned subsidiary of best, which shall hold the term assignment of the akin prospect. 2 ) 2 ) 3 ) in addition, in the event that the akin prospect is not developed within the time frame sufficient to hold the lease stipulated in exhibit a, participant will be granted 250, 000 unregistered common shares in best. 3 ) 3 ) this agreement may be signed in counterparts and transmitted via facsimile and / or pdf and as such shall evidence concurrence by the executing party of the terms set forth herein. | 166 |
services-agreements | exhibit 4. 2 series 2017 - 2 supplement dated as of february 21, 2017 to third amended and restated pooling and servicing agreement dated as of july 20, 2016 $ 804, 599, 000 american express credit account master trust series 2017 - 2 among american express receivables financing corporation iii llc american express receivables financing corporation iv llc as transferors american express travel related services company, inc. as servicer and the bank of new york mellon as trustee on behalf of the series 2017 - 2 certificateholders table of contents page article i creation of the series 2017 - 2 certificates 1 section 1. 01. designation 1 article ii definitions 2 section 2. 01. definitions 2 article iii servicing fee 15 section 3. 01. servicing compensation 15 article iv rights of series 2017 - 2 certificateholders and allocation and application of collections 16 section 4. 01. collections and allocations 16 section 4. 02. determination of monthly interest 18 section 4. 03. principal funding account ; controlled accumulation period 20 section 4. 04. required amount 21 section 4. 05. application of class a available funds, class b available funds, collateral available funds and available principal collections 22 section 4. 06. defaulted amounts ; investor charge - offs 24 section 4. 07. excess spread ; excess finance charge collections 25 section 4. 08. reallocated principal collections 26 section 4. 09. excess finance charge collections 27 section 4. 10. reallocated investor finance charge collections 28 section 4. 11. shared principal collections 29 section 4. 12. reserve account 29 section 4. 13. investment instructions 30 section 4. 14. determination of libor 31 article v distributions and reports to series 2017 - 2 certificateholders 32 section 5. 01. distributions 32 section 5. 02. reports and statements to series 2017 - 2 certificateholders 33 article vi pay - out events 33 section 6. 01. pay - out events 33 article vii optional repurchase ; series termination 35 section 7. 01. optional repurchase 35 section 7. 02. series termination 35 article viii final distributions 36 page article i creation of the series 2017 - 2 certificates 1 article i section 1. 01. designation 1 section 1. 01. article ii definitions 2 article ii section 2. 01. definitions 2 section 2. 01. article iii servicing fee 15 article iii section 3. 01. servicing compensation 15 section 3. 01. article iv rights of series 2017 - 2 certificateholders and allocation and application of collections 16 | 167 |
services-agreements | exhibit 10. 1 execution version aircraft support services agreement this aircraft support services agreement ( this โ agreement โ ) is entered into effective as of july 1, 2018 by and between msg sports & entertainment, llc a delaware limited liability company with an office at 2 pennsylvania plaza, new york 10121 ( โ msg โ ), on the one hand ; and sterling aviation, llc, a new york limited liability company, and its affiliated part 91 lessee charles f. dolan, an individual, with their address at c / o dolan family office, llc, 340 crossways park drive, woodbury, new york 11797 ( collectively, โ client โ ), on the other hand. msg will act as client โ s agent to support client โ s operation of the aircraft described below ( the โ aircraft โ ) in accordance with the terms and conditions of this agreement. specific terms i. aircraft identification i. aircraft identification โข aircraft make and model : gulfstream aerospace g - v โข manufacturer โ s serial number : 639 โข aircraft registration number : n501cv โข aircraft make and model : gulfstream aerospace g - v โข manufacturer โ s serial number : 639 โข aircraft registration number : n501cv ii. agency fee and flight support personnel costs ii. agency fee and flight support personnel costs monthly agency fee : $ 14, 584 flight support personnel costs : as set forth in section 2. 1 of the general terms below. iii. term iii. term effective date : july 1, 2018 expiration date of the term : june 30, 2019 ; and thereafter shall automatically renew for successive one - year terms unless either party provides written notice not less than 30 days prior to the expiration of the current term. expiration date of the term : june 30, 2019 ; and thereafter shall automatically renew for successive one - year terms unless either party provides written notice not less than 30 days prior to the expiration of the current term. iv. notices iv. notices to client : dolan family office llc 340 crossways park drive woodbury, ny 11797 attn : dennis h. javer telephone : ( 516 ) 226 - 1188 fax : ( 516 ) 226 - 1155 email : * * * @ * * * to msg : msg sports & entertainment, llc c / o the madison square garden company 2 pennsylvania plaza new york, new york 10121 attention : phil stang telephone : ( | 168 |
services-agreements | exhibit 10. 1 master data processing services agreement customer information legal customer name rockland trust company executive contact name edward jankowski street address 288 union st. title chief technology and operations officer city, state, zip plymouth, ma 02370 phone 508 # # # - # # # - # # # # e - mail * * * @ * * * this master data processing services agreement, including the attached terms and conditions and order forms ( the โ agreement โ ) is effective upon countersignature by an officer of q2 software, inc. below ( โ effective date โ ), and is made by and between q2 software, inc., a delaware corporation having a place of business at echelon iv, 9430 research blvd., suite 400, austin, texas 78759 ( โ q2 โ ) and the party designated below ( โ customer โ ). in consideration of the mutual covenants made and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, q2 and customer hereby agree to the terms hereof. the parties intend and agree that a photocopy or facsimile of a signed document ( including this agreement ) shall be treated as an original, and shall be deemed to be as binding, valid, genuine, and authentic as an original document for all purposes. attachments terms and conditions exhibit a โ fee schedule exhibit b โ authorization agreement for ach payments exhibit c โ service level agreement exhibit d โ conversion services schedule rockland trust โ customer โ q2 software, inc. signature signature printed name printed name title title date date rockland trust โ customer โ q2 proprietary and confidential page 1 of 18 terms and conditions definitions โ commencement date โ is the date agreed upon by q2 and customer during the project kick - off and is defined as when installation, deployment and testing of q2 online banking has been completed and is operational for commercial use by customer and customer โ s customers. the parties will be jointly responsible for and will use continued, diligent and commercially reasonable efforts to achieve a commencement date of october 12, 2012. each party will commit sufficient time, personnel and resources to achieve the commencement date and will immediately notify the other party in writing if at any time, they reasonably believe that the other party is not committing sufficient resources toward achieving that commencement date. โ core elements โ includes balance inquiry, transfers of funds, connectivity to the customer โ s core vendor and | 169 |
services-agreements | i. monthly period note balance calculation : original note balance preliminary end of period note balance deficiency claim amount end of period note balance note pool factors { 4 } / { 1 } ii. reconciliation of spread account : priority first - deficiency claim amount from preliminary certificate end of period spread account balance iii monthly period and cumulative number of receivables calculation : beginning of period number of receivables number of subsequent receivables purchased number of receivables becoming liquidated receivables during period number of receivables becoming purchased receivables during period number of receivables paid off during period end of period number of receivables iv. statistical data : ( current and historical ) weighted average remaining term of the receivables weighted average original term of receivables average receivable balance aggregate realized losses v. delinquency : receivables with scheduled payment delinquent { 21 } 31 - 60 days { 22 } 61 - 90 days { 23 } over 90 days { 24 } receivables with scheduled payment delinquent more than 30 days at end of period vi. performance tests : delinquency ratio { 25 } receivables and purchased receivables with scheduled payment delinquent more than 60 days ( { 22 } + { 23 } ) { 26 } beginning of period principal balance { 27 } delinquency ratio { 25 } divided by { 26 } { 28 } previous monthly period delinquency ratio { 29 } second previous monthly period delinquency ratio { 30 } average delinquency ratio ( { 27 } + { 28 } + { 29 } ) / 3 { 31 } compliance ( delinquency test failure is a delinqunecy ratio equal to or greater than 4. 00 %. ) cumulative net loss rate { 32 } receivables becoming liquidated receivables during period { 33 } purchased receivables with scheduled payment delinquent more than 30 days at end of period { 35 } net losses during period { 32 } + { 33 } + { 34 } { 36 } net losses since initial cut - off date ( beginning of period ) { 37 } original aggregate principal balance plus pre - funded amount as of the closing date { 38 } cumulative net loss rate ( { 35 } + { 36 } ) / { 37 } { 39 } compliance ( net loss test failure is a net | 170 |
services-agreements | exhibit 10. 60 liberty media corporation12300 liberty boulevardenglewood, co 80112 november 30, 2017 liberty interactive corporation12300 liberty boulevardenglewood, co 80112attention : legal department re : services agreement ladies and gentlemen : reference is made to the services agreement, dated september 23, 2011, by and between liberty media corporation, a delaware corporation, and liberty interactive corporation ( the โ services agreement โ ). this confirms the parties โ understanding that the terms of the services agreement have continued in effect, notwithstanding provisions in the services agreement regarding termination, and will continue in effect until such time as the parties terminate upon the occurrence of any of the events described in section 3. 3 ( a ), ( b ) or ( c ) of the services agreement. if the foregoing meets with your approval, kindly execute below and return a copy to the undersigned. [ signature page follows ] exhibit 10. 60 liberty media corporation12300 liberty boulevardenglewood, co 80112 november 30, 2017 liberty interactive corporation12300 liberty boulevardenglewood, co 80112attention : legal department re : services agreement ladies and gentlemen : reference is made to the services agreement, dated september 23, 2011, by and between liberty media corporation, a delaware corporation, and liberty interactive corporation ( the โ services agreement โ ). this confirms the parties โ understanding that the terms of the services agreement have continued in effect, notwithstanding provisions in the services agreement regarding termination, and will continue in effect until such time as the parties terminate upon the occurrence of any of the events described in section 3. 3 ( a ), ( b ) or ( c ) of the services agreement. if the foregoing meets with your approval, kindly execute below and return a copy to the undersigned. [ signature page follows ] very truly yours, liberty media corporation by : / s / pamela l. coe name : pamela l. coe title : senior vice president accepted and agreed this 30th day of november, 2017 : liberty interactive corporation by : / s / craig troyer name : craig troyer title : senior vice president very truly yours, liberty media corporation by : / s / pamela l. coe name : pamela l. coe title : senior vice president accepted and agreed this 30th day of november, 2017 : liberty interactive corporation by : / s / craig troyer name : craig troyer title : senior vice president | 171 |
services-agreements | amendment no. 2 to the broker - dealer supervisory and service agreement this amendment no. 2 ( โ amendment no. 2 โ ) to the broker - dealer supervisory and service agreement, dated january 15, 1993 ( โ original selling agreement โ ), is entered into by investors capital corporation, a delaware company, ( โ broker - dealer โ ) phoenix life insurance company ( โ plic โ ), a new york company and phl variable insurance company ( โ phl variable โ ), a connecticut company, both with administrative offices at one american row, p. o. box 5056, hartford, connecticut 06102 - 5056 and phoenix equity planning corporation, a delaware company, ( โ pepco โ ) effective as of january 29, 2010 ( โ effective date โ ). whereas, broker - dealer, pepco, plic and phl variable desire to clarify the name of the product listed on addendum a - 1 to amendment no. 1 to the original selling agreement and to set forth an additional representation with respect to that product. 1. addendum a - 1 to amendment no. 1 to the original selling agreement is hereby replaced with the attached addendum a - 1 dated january 29, 2010. 2. the parties agree and acknowledge that investors capital corporation has obligations under finra rules 2730, 2740, 2420 and 2750, or their successor rules, to the extent applicable to the phoenix guaranteed income edgesm. sm / s / john ruben flores / s / john ruben flores name : / s / theodore e. charles / s / kathleen a. mcgah addendum a - 1 dated january 29, 2010 to the broker - dealer supervisory and service agreement entered into as of january 15, 1993 phoenix guaranteed income edgesm - commission 0 % sm | 172 |
services-agreements | exhibit 10. 8 | 173 |
services-agreements | sale and servicing agreement among cps auto receivables trust 2011 - a, as issuer, cps receivables five llc, as seller, consumer portfolio services, inc., individually and as servicer and wells fargo bank, national association, as backup servicer and trustee dated as of april 1, 2011 sale and servicing agreement dated as of april 1, 2011, among cps auto receivables trust 2011 - a, a delaware statutory trust, as issuer, cps receivables five llc, a delaware limited liability company, as seller, consumer portfolio services, inc., a california corporation, individually and as servicer, wells fargo bank, national association, a national banking association, as backup servicer and trustee. whereas the issuer desires to purchase a portfolio of receivables arising in connection with motor vehicle retail installment sale contracts and promissory notes and security agreements initially acquired by consumer portfolio services, inc. through motor vehicle dealers and independent finance companies ; whereas the seller has purchased such receivables from consumer portfolio services, inc. and is willing to sell such receivables to the issuer ; and whereas the servicer is willing to service all such receivables. now, therefore, in consideration of the premises and the mutual covenants herein contained, the parties hereto agree as follows : article i definitions section 1. 1 definitions. ( a ) whenever used in this agreement, the following words and phrases shall have the following meanings : โ accountants โ report โ means the report of a firm of nationally recognized independent accountants described in section 4. 11. โ additional servicing compensation โ shall mean, with respect to a receivable, any late fees, prepayment charges and other administrative fees or similar charges allowed by applicable law with respect to the receivables collected ( from whatever source ) on the receivables. โ affiliate โ of any person means any person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with such person. for purposes of this definition, the term โ control โ when used with respect to any person means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise ; and the terms โ controlling, โ โ controlled by โ and โ under common control with โ have meanings correlative to the foregoing. โ aggregate extension limitation โ | 174 |
services-agreements | 1 ) boan shall be in charge of all aspects of shesays and shesays subsidiaries โ operations ; nominate and replace the members of shesays and shesays subsidiaries โ board of directors, and engage shesays and shesays subsidiaries โ management staff and decide their compensation. 2 ) boan shall manage and control all funds of shesays and shesays subsidiaries. the accounts of shesays and shesays subsidiaries shall be managed solely by boan. the seals and signatures for such account shall be the seals and signatures of the personnel appointed and confirmed by boan. all cash of shesays and shesays subsidiaries shall be kept in this entrusted account and shall be handled through this account, including but not limited to receipt of all shesays and shesays subsidiaries โ business income, current working capital, recovered account receivables, and the payment of all account payables and operation expenses, employee salaries and asset purchases. 3 ) all matters of shesays and shesays subsidiaries, including but not limited to internal financial management, day - to - day operation, external contract execution and performance, tax filing and payment, change of rights and personnel, shall be controlled and managed by boan in all aspects. 4 ) boan shall enjoy all other responsibilities and rights enjoyed by shesays and shesays subsidiaries โ investors in accordance with the applicable law and the articles of association of shesays and shesays subsidiaries, including but not limited to the following : a. deciding shesays and shesays subsidiaries โ operation principles and investment plan ; b. nominating the members of the board of directors ; c. discussing and approving the report of the executive officers ; d. discussing and approving the annual financial budget and settlement plan ; e. discussing and approving the profit distribution plan and the loss compensation plan ; f. resolving on the increase or decrease of the registered capital ; g. resolving on the issuance of the corporate bond ; h. resolving on the matters including merger, division, change of corporate form, dissolution and liquidation of the company ; i. amending the articles of association ; j. other responsibilities and rights provided by shesays and shesays subsidiaries โ articles of association. 5 ) boan enjoys all other responsibilities and rights enjoyed by shesays and shesays subsidiaries โ board of directors and executive officers in accordance with the applicable law and the articles of association | 175 |
services-agreements | exhibit 10. 9 non - glp laboratory services agreement this agreement ( โ agreement โ ) is made as of july 22, 2013 ( the โ effective date โ ) by and between the idexx bioresearch division of idexx reference laboratories, inc., a delaware corporation with an office located at one idexx drive, westbrook, me 04092 ( " idexx " ), and kindred biosciences, inc., a delaware corporation having its principal place of business at 1499 bayshore highway # 226, san francisco, ca 94010 ( " client " ). 1. services. 1. 1. services. services. 1. 1 this agreement allows the parties to specify analytical laboratory services ( โ services โ ) to be performed by idexx through the issuance of either statements of work and / or purchase orders. the specific details and tasks of each service shall be separately negotiated and specified in writing in a statement of work signed by both parties or upon the issuance and acceptance of a purchase order. each statement of work and / or purchase order shall be subject to all of the terms and conditions of this agreement, in addition to the specific details set forth therein. to the extent any terms or provisions of a statement of work and / or purchase order conflict with the terms and provisions of this agreement, the terms and provisions of this agreement shall control. 2. compensation. 2. 1 in consideration for idexx โ s performance of the services described in this agreement, client shall pay idexx an amount according to the statement of work and / or purchase order. in the event of premature termination of this agreement and / or a particular service, client shall pay idexx according to the extent of services performed and expenses incurred by idexx through the date of termination. client shall pay idexx within thirty ( 30 ) days of client โ s receipt of an invoice. idexx reserves the right to charge a 1ยฝ % per month late charge, or the maximum amount permitted by law ( if less ), on all overdue balances. 3. quality standards. 3. 1 idexx shall perform services consistent with its laboratory quality assurance standard operating procedures. client acknowledges that idexx will not perform any services hereunder in compliance with current good manufacturing practices ( 21 cfr parts 210 and 211 ) or good laboratory practices for non - clinical laboratory studies ( 21 cf | 176 |
services-agreements | exhibit 10. 8 amendment to the republic services, inc. 2007 stock incentive plan this amendment ( the โ amendment โ ), made effective as of the _ _ _ day of january, 2009, to the republic services, inc. 2007 stock incentive plan ( the โ plan โ ), by republic services, inc., a delaware corporation ( the โ company โ ). witnesseth : whereas, effective as of february 21, 2007, the company did establish the plan to enable the company to attract, retain, reward and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in republic and to incentivize them to expend maximum effort for the growth and success of the company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of republic ; whereas, the board of directors of the company reserved the right to amend said plan ; now, therefore, the plan shall be amended, effective as of january 1, 2009, as follows : 1. the definition of โ award โ under section 3 ( a ) of the plan is hereby amended to read as follows : ( a ) โ award โ means any common stock, option, performance share, performance unit, restricted stock, restricted stock unit, stock appreciation right or any other award granted pursuant to the plan. 2. the definition of โ dividend equivalent โ under section 3 ( p ) of the plan is hereby amended to read as follows : 1 exhibit 10. 8 amendment to the republic services, inc. 2007 stock incentive plan this amendment ( the โ amendment โ ), made effective as of the _ _ _ day of january, 2009, to the republic services, inc. 2007 stock incentive plan ( the โ plan โ ), by republic services, inc., a delaware corporation ( the โ company โ ). witnesseth : whereas, effective as of february 21, 2007, the company did establish the plan to enable the company to attract, retain, reward and motivate eligible individuals by providing them with an opportunity to acquire or increase a proprietary interest in republic and to incentivize them to expend maximum effort for the growth and success of the company, so as to strengthen the mutuality of the interests between the eligible individuals and the shareholders of republic ; whereas, the board of directors of the company reserved the right to amend said plan ; now, therefore, the plan shall be amended, effective as of january 1, 2009 | 177 |
services-agreements | service agreement confidential 7. 2. 1 _ gfor _ 001 / 03 exp : end oct 2016 last print date : 7 / 07 / 2014 11 : 24 : 00 page 1 / 17 6. 1. 2 _ gfor _ 002 / 04 drafting verification approval effective date initials + dpt training sve [ ] ema [ ] pst [ ] na [ ] na [ ] na [ ] na [ ] na [ ] sve [ ] 08 oct 2013 6. 1. 2 _ gfor _ 002 / 04 drafting verification approval effective date initials + dpt training sve [ ] ema [ ] pst [ ] na [ ] na [ ] na [ ] na [ ] na [ ] sve [ ] 08 oct 2013 service agreement confidential 7. 2. 1 _ gfor _ 001 / 03 exp : end oct 2016 last print date : 7 / 07 / 2014 11 : 24 : 00 page 2 / 17 ( 1 ) orgenesis sprl, ( " orgenesis " ), a company incorporated in belgium, as company number 0540 866 555 and whose registered office is at 4 avenue professeur henrijean, 4900 spa, belgium ; ( 2 ) masthercell sa, ( " masthercell " ), a company incorporated in belgium, as company number 0840 843 708 and whose registered office is at b - 6041 gosselies ( belgium ), rue adrienne bolland, 8 ; 6. 1. 2 _ gfor _ 002 / 04 drafting verification approval effective date initials + dpt training sve [ ] ema [ ] pst [ ] na [ ] na [ ] na [ ] na [ ] na [ ] sve [ ] 08 oct 2013 6. 1. 2 _ gfor _ 002 / 04 drafting verification approval effective date initials + dpt training sve [ ] ema [ ] pst [ ] na [ ] na [ ] na [ ] na [ ] na [ ] sve [ ] 08 oct 2013 service agreement confidential 7. 2. 1 _ gfor _ 001 / 03 exp : end oct 2016 last print date : 7 / 07 / 2014 11 : 24 : 00 page 3 / 17 1. definitions 1. 1. โ affiliates โ means any company, corporation, firm, partnership or other entity which is directly or indirectly controlled by, or under common control with any of the parties, where control means | 178 |
services-agreements | exhibit 10. 02 2 july 2007 ( 1 ) lipoxen plc - and - ( 2 ) colin hill service agreement 1 this agreement is made the day of july 2007 between : ( 1 ) lipoxen plc a company registered under the laws of england whose registered office is at 22 melton street, london nw1 2bw ( โ the company โ ) ( 2 ) colin hill [ * * * ] it is hereby agreed as follows : 1 definitions and interpretation 1. 1 in this agreement the following words and expressions shall, except where the context requires otherwise, have the following meanings : โ aim โ means the alternative investment market of london stock exchange plc ( or a successor thereof ) ; โ associated company โ means in relation to the company, another company which is a subsidiary or subsidiary undertaking of, or a holding company or parent undertaking of, or another subsidiary or subsidiary undertaking of a holding company or parent undertaking of, the company. โ subsidiary โ โ subsidiary undertaking โ โ holding company โ and โ parent undertaking โ means the meanings respectively ascribed thereto by sections 736 and 7i6a of the companies act 1985 ( as amended ) ; โ board โ means the board of directors from time to time of the company and any duly appointed committee of the board ; โ business โ means the carrying on of the business of biotechnology research, development and marketing of polysialylation drug delivery products and any and all other business or management services in which the company or any associated company shall be engaged, concerned or interested from time to time and ip which the executive was involved or had contact and dealings during the course of this agreement ; โ business day โ means any day other than a saturday or sunday when banks are ordinarily open for business in the united kingdom ; โ confidential business information โ means any information of a confidential or secret nature ( including without limitation customer accounts, global and regional operations, investment strategies and projects, trade secrets, inventions, designs, formulae, financial information, technical information, marketing information, and lists of customers ) whether or not recorded in documentary form or on computer disc or tape ; โ customer โ means any person, firm, company or other organisation whatsoever to whom the company or any associated company has supplied business ; 2 โ employment โ means the executive โ s employment under this agreement or, as the context requires, its duration ; โ era 1996 โ means employment rights act 1996 ; โ external advisor โ means any consultant or other advisor engaged by the company to assist | 179 |
services-agreements | exhibit 10. 1 binding services agreement ( the โ agreement โ ) between wilson wolf manufacturing corporation ( โ wilson wolf โ ) and marker therapeutics, inc. ( โ marker โ ) dated april 21, 2022 overview gas permeable rapid expansion technology, commonly called g - rexยฎ, is a technology created by wilson wolf and routinely used throughout the field of cell therapy and gene - modified cell therapy for activation, transduction, expansion, and / or concentration of various cells, including t cells and natural killer cells ( the โ g - rex โ ). marker is developing clinical stage antigen specific cell therapies capable of recognizing tumor associated antigens in the absence of genetic engineering ( collectively, the โ marker therapies โ ). marker has created quality management system in compliance with title 21 parts 211, 600, and 1271 ( the โ quality management system โ ). marker utilizes a fda registered manufacturing facility that manufactures marker therapies using a gmp - compliant, linearly scalable, g - rex based t - cell manufacturing process including manufacturing pods within a warehouse type facility ( collectively, the โ gmp manufacturing process โ ) and use of a cell culture non - proprietary media formulation that has been cleared in an fda investigative new drug application ( the โ cell culture media formulation โ ). marker โ s personnel have expertise optimization of t cell therapy manufacturing processes using g - rex ( collectively, the โ t cell therapy manufacturing expertise โ ). wilson wolf is in the business of creating products and services intended to simply and expedite the transition of cell therapies and gene - modified cell therapies ( โ cagt โ ) to mainstream society ( collectively, the โ wilson wolf mission โ ). in accordance with the โ wilson wolf mission, โ wilson wolf formed a joint venture between wilson wolf, bio - techne, and fresenius kabi to market products to the cagt community ( collectively, โ scaleready โ ). wilson wolf seeks to optimize g - rex based cell therapies that include the optimization of manufacturing t cells with chimeric antigen receptors and the optimization of manufacturing t cells engineered t cell receptors ( โ car t and tcr g - rex optimization work โ ). this agreement sets forth the terms pursuant to which wilson wolf will make a cash payment to marker in the amount of $ 8, 000, 000 upon signature as follows, allocated as follows : ( 1 ) $ 2, 000, 000 as a prepaid expense | 180 |
services-agreements | exhibit 2. 13service level agreementenergy, steam & waterby and between arconic - kofem kft. 1 - 15 verseci u., szekesfehervarregistration no. 07 - 09 - 001598bank account no. 10800007 - 12876019 citibank hungary zrttaxation no. 10584215 - 2 - 44hereinafter service providerszolgaltatasi szintre vonatkozo megallapodasenergia, goz es vizegyreszrol arconic - kofem kft. szekesfehervar, verseci u. 1 โ 15. cegjegyzekszam : 07 - 09 - 001598bankszamlaszam : 10800007 - 12876019 citibank hungary zrt. adoszam : 10584215 - 2 - 44a tovabbiakban : szolgaltatoand arconic - kofem mill products hungary kft. hereinafter consumerwith the terms and conditions below. masreszrol a arconic - kofem mill products hungary kft. a tovabbiakban : fogyasztokozott, az alabbi szerzodesi feltetelekkel. i. general provisionsa. consumer agrees to purchase the services set forth in this agreement from service provider and service provider agrees to provide these services to consumer. consumer agrees to pay for the services based upon the terms of this agreement. i. altalanos rendelkezeseka. fogyaszto vallalja, hogy a jelen megallapodasban meghatarozott szolgaltatasokat megvasarolja a szolgaltatotol, a szolgaltato pedig vallalja az emlitett szolgaltatasok fogyaszto reszere torteno nyujtasat. a fogyaszto vallalja, hogy a jelen megallapodas feltetelei szerint fizet a szolgaltatasokert. b. services will be based upon consumer โ s reasonable demands up to the operational limits set forth in this agreement. b. a szolgaltatasok a fogyaszto eszszeru igenyein alapuln | 181 |
services-agreements | exhibit 10. ii. kk houston property shared service and access agreement this shared service and access agreement ( โ agreement โ ), effective october 22, 2004 ( โ effective date โ ), is made between cargill, incorporated ( โ cargill โ ) acting through its grain and oilseeds supply chain north america business unit ( โ goscna โ ) and gns iii ( u. s. ) llc ( โ holding company โ ) ; and whereas, cargill owns real property located at 16150 peninsula blvd., houston, texas as shown on exhibit a ( the โ houston property โ ) on which both its crop nutrition business unit and goscna conduct their respective fertilizer and grain businesses ; whereas, contemporaneously herewith, cargill and imc global, inc. ( โ imc โ ) consummated a transaction in which ( i ) cargill contributed all of the assets and liabilities comprising the cargill fertilizer business ( as defined in that certain contribution and merger agreement and plan of merger and contribution dated january 26, 2004 between cargill and imc ) to the mosaic company, a newly - formed, publicly - traded corporation ( โ mosaic โ ) and ( ii ) imc merged its business into mosaic ( the โ transaction โ ) ; whereas, prior to and in anticipation of the transaction, cargill transferred all of the assets and liabilities comprising its u. s. fertilizer distribution business unit ( โ crop nutrition โ ) to holding company, a newly - formed, wholly - owned subsidiary of cargill ; whereas, as part of cargill โ s transfer of assets to holding company, cargill surveyed and subdivided the houston property into two separate parcels as shown on exhibit a : ( i ) a parcel that generally contains all of the goscna business and assets ( the โ goscna parcel โ ) and ( ii ) a parcel that generally contains all of the former crop nutrition business and assets ( the โ holding company parcel โ ) ; which cargill subsequently transferred to holding company in anticipation of the transaction ; whereas, in anticipation of cargill โ s contribution of holding company to mosaic, cargill and holding company each desire, in connection with the houston property, that they continue to provide certain services to each other, share the use of certain equipment, and grant each other easements to access certain portions of the houston property in a manner similar to that in effect prior to the transaction ; now | 182 |
services-agreements | exhibit 10. 1 medical services agreement florida healthy kids corporation and healthease for citrus, duval, escambia, highlands, jefferson, lake, madison, martin, putnam and wakulla counties and wellcare hmo / staywell health plan for brevard, broward, charlotte, collier, miami - dade, desoto, hernando, hillsborough, lee, manatee, orange, osceola, palm beach, pinellas, sarasota and seminole counties october 1, 2005 โ effective date healthease and staywell hmo effective date : october 1, 2005 page 1 of 44 florida healthy kids corporation agreement for medical services table of contents section 1 general provisions 1 - 1 definitions section 2 florida healthy kids corporation responsibilities section 2 - 1 2 - 2 2 - 3 3 3 - 1 3 - 2 3 - 2 - 1 participant identification payments reduced fee arrangements 2 - 3 - 1specialty fee arrangements 2 - 3 - 2children โ s medical services 2 - 4quarterly program updates 2 - 5 change in benefit schedule 2 - 6marketing 2 - 7forms and reports 2 - 8coordination of benefits 2 - 9entitlement to reimbursement insurer benefits access to care access and appointment standards 3 - 2 - 2 integrity of professional advice to enrollees 3 - 3 3 - 4 3 - 5 3 - 6 3 - 7 3 - 8 fraud and abuse membership materials use of name eligibility effective date of coverage termination of participation 3 - 9 continuation of coverage upon termination of this agreement 3 - 10 3 - 11 3 - 12 3 - 13 3 - 14 3 - 15 3 - 16 3 - 17 indi vidual contracts refusal of coverage extended coverage grievances and complaints claims payment notification requirements rates rate modification 3 - 17 - 1 annual adjustment 3 - 17 - 2 denial of rate request 3 - 18 conditions of services 3 - 19medical records requirements 3 - 19 - 1medical quality review and audit 3 - 19 - 2 privacy of medical records 3 - 19 - 3 requests by participants for medical records healthease and staywell hmo effective date : october 1, 2005 section 3 - 20 3 - 21 3 - 22 3 - 23 3 - 24 3 - 25 3 - 26 3 - 27 3 - 28 3 - 29 3 - 30 4 4 - 1 4 - 2 4 - 3 4 - 4 quality enhancement 3 - 20 - 1 authority 3 - 20 - 2 staff 3 - 20 - 3 | 183 |
services-agreements | confidential treatment has been requested with respect to portions of this agreement as indicated by โ [ * * * ] โ and such confidential portions have been deleted and filed separately with the securities and exchange commission pursuant to rule 24b - 2 of the securities exchange act of 1934, as amended. execution version master services agreement between samsung biologics co., ltd. and immunomedics, inc. table of contents section 1definitions 1 section 2related agreements and exhibits 8 section 3management of service 9 section 4services 13 section 5service descriptions 15 section 6changes to the specifications, analytical methods, manufacturing process, facility or equipment 22 section 7regulatory approvals and inspections. 24 section 8quality compliance 25 section 9consideration and payment terms 26 section 10confidentiality 28 section 11ownership of materials and intellectual property 31 section 12warranties. 32 section 13indemnification 34 section 14disclaimer of consequential damages ; limitation of liability 35 section 15term and termination of agreement 35 section 16arbitration 40 section 17miscellaneous 41 master services agreement this master services agreement ( this โ msa โ ) is made and entered into as of the date of last signature below ( the โ effective date โ ) by and between immunomedics, inc., a delaware corporation having its principal place of business at 300 the american rd, morris plains, nj 07950 ( โ client โ ), and samsung biologics co., ltd., a company with offices at 300, songdo bio - daero, yeonsu - gu, incheon, 21987, republic of korea ( โ sbl โ ). client and sbl are sometimes referred to herein individually as a โ party โ and collectively as the โ parties. โ whereas, client and sbl wish to enter into a business relationship whereby sbl will provide client with certain biologics manufacturing and / or development services ; now, therefore, in consideration of the mutual promises, covenants and agreements hereinafter set forth and for other valuable consideration, the parties agree as follows : section 1definitions section 1 each of the following capitalized terms as used in this msa, whether in the singular or plural, shall have the respective meanings set forth below. 1. 1 โ acceptance procedure โ means the review of the batch related documents and any additional | 184 |
services-agreements | exhibit 10. 3 amended and restated transportation services agreement ( slc short haul pipelines ) this amended and restated transportation services agreement ( this " agreement " ) is dated as of november 19, 2014, by and between tesoro logistics operations llc, a delaware limited liability company ( " tlo " ) and tesoro refining & marketing company llc ( formerly known as tesoro refining and marketing company ), a delaware limited liability company ( " trmc " ), each individually a " party " and collectively referred to as " parties. " recitals whereas, tlo owns two ( 2 ) active and one ( 1 ) inactive short - haul crude petroleum pipelines ( the " crude pipelines " ), each depicted on schedule a as items no. 1 and 2, which connect to terminals or manifolds operated by interstate crude petroleum pipeline companies ; whereas, tlo also owns two short - haul petroleum product pipelines, each depicted on schedule a as item no. 3, which connect to a petroleum products terminal or manifold ; whereas, tlo is reactivating the inactive crude pipeline, and converting it to a petroleum products pipeline ( together with the two existing short - haul petroleum products pipelines, the " products pipelines " ) ; whereas, tlo is extending the reactivated and converted products pipeline and connecting such pipeline at the connection facility to an additional delivery point on the unev pipeline in the salt lake city area ( the " unev connection " depicted on schedule b, and together with the crude pipelines and the products pipelines, the " short haul pipelines " ), to allow deliveries of additional volumes from the products pipelines into the unev pipeline ; whereas, each of the short haul pipelines provides services only to trmc as direct support for the operations of trmc's refinery located in salt lake city, utah ( the " slc refinery " ), and none of the short haul pipelines are designed, located or configured to provide services to any customer other than trmc or to provide transportation services for any locations other than the slc refinery and trmc's storage tank farm, also located in salt lake city, utah ( the " storage facility " ) ; whereas, tlo intends to provide transportation services with respect to crude petroleum and refined petroleum products delivered by trmc on the short haul pipelines, subject to and upon the terms and conditions of this agreement ; whereas, tlo will agree to operate and maintain the short | 185 |
services-agreements | exhibit 10. 4august 5, 2022via electronic mailbluerock real estate, l. l. c. 1345 avenue of the americas, 32nd floornew york, new york 10105attention : michael konigemail : * * * @ * * * bluerock real estate holdings, llc1345 avenue of the americas, 32nd floornew york, new york 10105attention : michael konigemail : * * * @ * * * re : notice of renewal of administrative services agreement dated october 31, 2017 ( the โ agreement โ ), by and between bluerock real estate, l. l. c. ( โ brre โ ) and bluerock real estate holdings, llc ( โ breh, โ and together with brre, the โ bluerock entities โ ), and bluerock residential growth reit, inc. ( the โ reit โ ), bluerock residential holdings, l. p. ( the โ op โ ), bluerock trs holdings, llc ( the โ trs โ ), and bluerock reit operator, llc ( โ reit operator, โ and together with the reit, the op and the trs, the โ company โ ). gentlemen : the company hereby notifies the bluerock entities that pursuant to section 9. 1 of the agreement, the company elects to renew the agreement for an additional one - year term, to expire on october 31, 2023. please let me know if you have any questions. sincerely, / s / jordan b. ruddyjordan b. ruddychief operating officer and presidentbluerock residential growth reit, inc. cc : r. ramin kamfar ( via email ) exhibit 10. 4august 5, 2022via electronic mailbluerock real estate, l. l. c. 1345 avenue of the americas, 32nd floornew york, new york 10105attention : michael konigemail : * * * @ * * * bluerock real estate holdings, llc1345 avenue of the americas, 32nd floornew york, new york 10105attention : michael konigemail : * * * @ * * * re : notice of renewal of administrative services agreement dated october 31, 2017 ( the โ agreement โ ), by and between bluerock real estate, l. l. c. ( โ brre | 186 |
services-agreements | exhibit 10j. ( 7 ) rate schedule tf - 1 service agreement amendment contract no. 100058 amendment no. 6 this amendment is made and entered into on february 12, 2008, by and between northwest pipeline gp ( transporter ) and northwest natural gas company ( shipper ). whereas : a transporter and shipper are parties to that certain rate schedule ( tf - 1 ) service agreement dated june 29, 1990 and assigned contract no. 100058 ( agreement ). b transporter and shipper desire to amend the agreement to extend the primary term end date associated with 34, 000 dth / d of contract demand along with the associated mdqs at the collins gulch ( 2200 dths ) green river gathering ( 3187 dths ), ignacio plant ( 7938 dths ), opal plant ( 7925 dths ), shute creek plant ( 6875 dths ) and westgas arkansas ( 5875 dths ) receipt points and mddos at the albany ( 5000 dths ), battle ground ( 100 dths ), gresham ( 11000 dths ), jefferson / scio ( 200 dths ), kelso / beaver ( 3000 dths ), marion ( 100 dths ), molalla ( 1000 dths ), monitor ( 600 dths ), mount angel ( 1000 dths ), north eugene ( 2500 dths ), oregon city ( 2000 dths ) and south eugene ( 7500 dths ) delivery points from september 30, 2009 to september 30, 2044. this contract term extension is being made pursuant to shipper โ s right of first refusal decision to match the highest competing bid for capacity posted for competitive bid on january 22, 2008 in the all shipper โ s notices # 08 - 022 and # 08 - 023. c transporter and shipper desire to further amend the agreement to add a non - confirming provision that reflects the current primary term end date associated with the capacity that is not required to be extended and the new primary term end date associated with the capacity shipper matched by exercising its right of first refusal. therefore, in consideration of the premises and mutual covenants set fourth herein, transporter and shipper agree as follows : 1. as of the effective date set forth thereon, the exhibit a attached hereto supercedes and replaces the previously effective exhibit a to the agreement. 2. the additional exhibits noted on the attached exhibit | 187 |
services-agreements | exhibit 10. 14 simplepons 220 congress park dr., ste. 304, delray beach, fl 33445 ofc : 561 # # # - # # # - # # # # / fax : 561 # # # - # # # - # # # # merchant master services agreement this merchant master services agreement ( โ msa โ ) is the complete agreement between simplepons, inc. and the merchant. by signing below, merchant acknowledges that it has read the msa and that merchant shall be bound by the msa. sales contact : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ date : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ merchant contact information business name : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ authorized contact : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ title : _ _ _ _ _ _ _ _ _ _ _ _ _ _ address : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ city : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ state | 188 |
services-agreements | exhibit 10. 24 < < < to be executed on a stamp paper of rs. 100 > > > addendum to service agreement between digital payments processing ltd. ( โ dppl or service provider โ ) and my mobile payments ltd. ( โ mmpl โ ) this addendum to service agreement dated 23 march 2012 signed between the service provider and mmpl ( โ amendment agreement โ ) is made at mumbai this _ _ _ september 2012 between : digital payments processing limited, a public limited company registered under the provisions of companies act, 1956 in india, and having its registered office at 7th floor, met complex, bandra reclamation, bandra ( west ), mumbai 400050, maharashtra, india, hereinafter called and referred to as the โ service provider โ ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns ) of the first part. and my mobile payments ltd., a public limited company registered under the provisions of the companies act, 1956 in india, and having its registered office at 7th floor, met complex, opp. lilavati hospital, bandra ( west ), mumbai 400050, maharashtra, india, hereinafter referred to as โ mmpl โ, ( which expression shall unless it be repugnant to the context or meaning thereof be deemed to mean and include its successors and permitted assigns ) of the second part ; 1 whereas โ 1. mmpl and the service provider have signed the service agreement, to avail support services of the service provider in relation to mmpl services as an independent contractor according to the terms and conditions stated in the service agreement. 2. mmpl is providing intellectual property rights ( โ ip rights โ ) to service provider towards which service provider is required to pay consideration to mmpl. 3. the parties have mutually discussed, clarified and corrected certain commercial obligations in order to laying out appropriate understanding prevailing between the parties. 4. the parties have identified that the break - down of fee that the service provider is required to pay to mmpl is with respect to the ip rights licensed to service provider and accordingly it is required to be paid in terms of the amount of work involved on efforts basis. accordingly the parties have decided to change the payment structure and the license period to 7 years. in addition the payment is to be made only on the basis of certain prerequisites to be met by mmpl and such periodical certifications | 189 |
services-agreements | exhibit 10. 9 exhibit 10. 9 agreement between specialty pipe & tube, inc. and united steel, paper and forestry, rubber manufacturing, energy, allied industrial and service workers international union on behalf of local union 1375 - 18 effective july 1, 2020 through june 30, 2024 exhibit 10. 9 exhibit 10. 9 index agreement 3 article i purpose 3 article ii recognition 3 - 4 article iii union shop 4 article iv check - off 4 - 5 article v non - discrimination 5 - 6 article vi management 6 article vii responsibilities of the parties 6 - 7 article viii adjustment of grievances and arbitration 7 - 10 artivle ix expedited arbitration 10 - 13 article x suspension and discharge cases 13 - 14 article xi seniority 14 - 16 article xii military service 16 article xiii hours of work and overtime 17 - 18 article xiv reporting pay 19 article xv vacations 20 article xvi holidays and sick days 21 - 22 article xvii rates of pay and job classifications 22 - 23 article xviii pension, health & welfare 23 - 25 article xix leave of absence 25 article xx jury duty 26 article xxi funeral and personal time 26 article xxii work rules 27 afticle xxiii wages and job security 27 - 28 article xxiv termination 28 article xxv p. a. c. check - off 29 - 30 signature page 30 2 2 2 exhibit 10. 9 exhibit 10. 9 agreement this agreement dated july 1, 2017, by and between specialty pipe & tube, inc., 3600 union street, p. o. box 516, mineral ridge ohio, or any successor ( hereinafter referred to as the โ company โ ), and the united steel, paper and forestry, rubber, manufacturing, energy, allied industrial and service workers international union ( usw ) ( hereinafter referred to as the โ union โ ), 60 blvd of the allies, pittsburgh, pa. on behalf of its local 1375 - 18. article i purpose the purpose of the company and the union in entering into this labor agreement is to set forth their agreement on rates of pay, hours of work and other conditions of employment so as to promote orderly and peaceful relations with the employees, to achieve uninterrupted operations in the plant and to achieve the highest level of employment performance consistent with safety, good health and sustained effort. article ii recognition a. the company recognizes the union as certified by the national labor relations board as the exclusive bargaining agent for all | 190 |
services-agreements | exhibit 10. 3 services agreement between dfs services llc and banctec, inc. effective date : september 30, 2008 services agreement between dfs services llc ( โ dfs โ ) a delaware corporation with offices at 2500 lake cook road, riverwoods, il 60015 and banctec, inc. ( โ banctec โ ) a delaware corporation with offices at 2701 e. grauwyler road, irving, tx 75061 this services agreement ( โ agreement โ ) consists of this signature page plus the attached general terms and conditions, glossary, and schedules a through j. intending to be legally bound, each of the undersigned parties has caused its duly authorized representative to execute this agreement as of the effective date. dfs services llc banctec inc. by : / s / roger hochschild by : / s / roger hochschild by : / s / michael d. fallin by : / s / michael d. fallin printed : roger hochschild printed : roger hochschild printed : michael d. fallin printed : michael d. fallin title : president and coo title : president and coo title : president, americas title : president, americas date : september 30, 2008 date : september 30, 2008 date : september 30, 2008 date : september 30, 2008 * * * certain information on this page has been omitted and filed separately with the commission. confidential treatment has been requested with respect to the omitted portions. services agreement table of contents background and purpose objectives defined terms obligation to provide the services, generally scope of the services service categories. users of the services exclusivity relationship of the parties cooperation and coordination with other parties evolution of the services new services generally place of performance time of performance manner of performance responsibility for furnishing resources quality assurance compliance with laws and dfs policies general requirements for banctec personnel key banctec positions approval and removal of banctec personnel subcontracting general dfs resources required consents savings clause dfs โ rights in additional resources dfs approval of the terms of certain resource acquisitions conduct of the transition completion of transition projects dfs data, generally data security dfs material developed material banctec material third party material intellectual property rights agreements with banctec personnel i other obligations and rights regarding developed material initial term and renewal termination, generally termination by dfs termination by banctec disengagement assistance audit rights audit follow - up records retention banct | 191 |
services-agreements | exhibit 10. 3 dated ๏ผ february 28 2008 ๆฅ ๏ผ 2008 ๅนด 2 ๆ 28 ๆฅ china north east petroleum holdings limited ไธญ ๅฝ ๅ ็ณ ๆ ๅ
ฌ ๅธ as the pledgor ๅบ ไบบ and / lotusbox investments limited as the pledgee ไบบ agreement of pledge over shares in song yuan northeast petro - technology service co., ltd. ( ๆพ ๅ ๅ ็ณ ๆ ๅ
ฌ ๅธ ) ๏ผ ) 1 this agreement is dated february 28, 2008 and is by and between : ๆฌ ไธ ๆน 2008 ๅนด 2 ๆ 28 ๆฅ ๆฐ ๅ ็ซ ๏ผ ( 1 ) china north east petroleum holdings limited, a corporation incorporated and established under the laws of the state of nevada, as the pledgor ( the pledgor ) ; ไธญ ๅฝ ๅ ็ณ ๆ ๅ
ฌ ๅธ ๏ผ ไธ ๅฎถ ๅ
ๅท ๆณ ็ซ ็ ๅ
ฌ ๅธ ๏ผ ๅบ ไบบ ๏ผ โ ๅบ ไบบ โ ๏ผ ( 2 ) lotusbox investments limited ( with its successors in such capacity ), a corporation incorporated and established under the laws of the british virgin islands, as the pledgee ( the pledgee ), lotusbox investments limited ๏ผ ๆ ็ธ ็ ๏ผ ๏ผ ไธ ๅฎถ ่ฑ ไบฌ ๆณ ็ซ ็ ๅ
ฌ ๅธ ๏ผ ไบบ ๏ผ โ ไบบ โ ๏ผ ใ each a party and collectively, the parties. ไธ ๆน โ ไธ ๆน โ ๏ผ ๅ โ ๆน โ ใ whereas, ( a ) the pledgor is entering into this agreement to provide security for the performance of the obligations under the transaction documents as defined under the securities purchase agreement ( the spa ) dated february 28, 2008. the pledgee is going to subscribe for debentures and warrants ( as defined in the spa ) ( the subscription amount ) in aggregate of us $ 15, 000, 000 in accordance with the transaction documents. ( a ) ๅบ ไบบ ็ซ ๆฌ ่ก 2008 ๅนด 2 ๆ 28 ๆฅ ็ ๅ ๅ ๏ผ โ ๅ ๅ โ ๏ผ ไธ ็ธ ๆ ๏ผ โ ๆ โ ๏ผ ็ ไฟ ใ ไบบ ๆ | 192 |
services-agreements | variation to executive services agreement dated 30 may 2012 between peter mccann of ( you or your ) ; and civeo pty ltd [ abn 53 003 657 510 ] of level 6, 10 bond street, sydney in the state of new south wales ( civeo aus ) 1. definitions 1. 1 in this variation agreement, unless the context requires otherwise : ( a ) civeo means civeo corporation, being a company incorporated in the province of british columbia, canada ; ( b ) esa means the executive services agreement between you and civeo aus dated 30 may 2012 ; ( c ) executive agreement means the executive agreement between you and civeo dated august 17, 2015 ; and ( d ) fw act means the fair work act 2009 { cth ) as amended from time to time. 2. relationship to the esa 2. 1 the parties acknowledge and agree that the executive agreement shall operate according to its terms, but subject to the terms of this variation agreement. 2. 2 to the extent of any inconsistency between the esa and the executive agreement, the terms of this variation agreement shall apply and prevail. in all other respects, the esa continues to prescribe your terms and conditions of employment with civeo aus. 2. 3 nothing in this agreement will be deemed to create a relationship of employer and employee between you and civeo, and you acknowledge and agree you remain employed by civeo aus unless and until your employment is terminated in accordance with the esa. 3. executive agreement 3. 1 despite and in addition to clauses 11 and 15 of the executive agreement, in the event of any dispute then either party to the executive agreement may in the alternative elect to commence a proceeding in any federal or state court of competent jurisdiction in new south wales. stay well. work well. page i 2 stay well. work well. 4. termination 4. 1 despite clause 3 { a ) of the executive agreement, clause 18 of the esa shall continue to prescribe the terms and conditions applicable to the termination of your employment with civeo aus. 4. 2 in the event your employment with civeo aus in terminated in circumstances giving rise to an entitlement to a redundancy payment under section 119 of the fw act, or any other applicable industrial law or instrument, then you acknowledge and agree that your entitlement to redundancy pay under such law or instrument may be offset by any amounts | 193 |
services-agreements | [ * * ] = certain portions of this agreement have been omitted because the omitted portions are both not material and would likely cause competitive harm if publicly disclosed exhibit 10. 1 nonqualified plan service and expense agreement this agreement is made by and between the undersigned plan representative ( โ you โ, โ your โ ) and the undersigned member company of the principal financial groupยฎ ( โ we โ, โ us โ, โ our โ ). you and we are the โ parties โ to this agreement. each of the parties may be referred to separately as a โ party โ. this agreement consists of this page, the following pages, and the attachments, if any. these are all incorporated in, and made a part of, this agreement for all purposes. the parties, by signing this page, agree to all the terms of this agreement. they also agree to be bound by any and all parts of it as if they had signed at the end. each party represents and warrants that it has the authority to enter into this agreement and will be bound by it. each individual signing this agreement represents and warrants that she or he has, individually or together with any other persons signing this agreement on behalf of the same party, the authority to sign this agreement and make it binding on the party for whom that person signs. this agreement sets out the understanding of the parties on the matters covered in the agreement. it supersedes and cancels any and all prior agreements, understandings, or representations between the parties, whether written or oral, relating to these matters. nothing in this agreement amends, modifies, or waives any terms and conditions of any investment. asterisked ( โ * โ ) paragraphs - - paragraphs following headings marked with asterisks will survive the termination of this agreement. we cannot and do not give legal, tax, accounting, or investment advice. nothing set forth in this agreement, related documents that we provide, or any communication with you or any plan entity may be taken or relied on as legal, tax, accounting, or investment advice. you should consult with appropriate counsel or other advisors on all matters pertaining to legal, tax, accounting, investment obligations and requirements. effective date of this agreement : march 1, 2020 cerus corporationprincipal life insurance company principal life insurance ( plan representative ) ( member company of the principal financial groupยฎ ) ( plan representative ) ( plan representative ) ( member company | 194 |
services-agreements | exhibit 10. 19 u. s. water services ( logo ) february 21, 2007 mr. al jentzamaizing energy2404 hwy 30 wdenison, ia 51442 dear mr. jentz : this document serves as the service agreement between us water services and amaizing energy for the 100 mmgy ethanol plant to be located in atlantic, ia. signing the service agreement shows the customers intent to utilize us water services as the water treatment supplier. signing the loi will allow us water service to commit to the necessary resources and equipment. if us water services satisfactorily performs the engineering services and analytical support work required during the design build process as detailed in appendix a with a value of over $ 78, 000 if purchased through an outside consulting engineering company, us water services will expect to partner with amaizing energy for a long term water treatment chemicals and services. appendix b shows the standard water treatment services agreement we will present when all the water and equipment information is known. if us water services does not satisfactorily perform the services detailed in appendix a, the customer has no obligation to continue to utilize our services. we would like a level of commitment from amaizing energy to show that the intention to utilize us water services as the water treatment company is a valid assumption. us water services is commitment to be competitive with other suppliers of similar services and equipment. printed name / s / al jentz gm alan h. jentz 2 / 26 / 07 al jentz, general manager, date amaizing energy / s / kent k. herbst 2 / 21 / 07 kent k. herbst ethanol team leader โ usws exhibit 10. 19 u. s. water services ( logo ) february 21, 2007 mr. al jentzamaizing energy2404 hwy 30 wdenison, ia 51442 dear mr. jentz : this document serves as the service agreement between us water services and amaizing energy for the 100 mmgy ethanol plant to be located in atlantic, ia. signing the service agreement shows the customers intent to utilize us water services as the water treatment supplier. signing the loi will allow us water service to commit to the necessary resources and equipment. if us water services satisfactorily performs the engineering services and analytical support work required during the design build process as detailed in appendix a with a value of over $ 78, 000 if purchased through an outside consulting engineering company, us water services will expect to | 195 |
services-agreements | exhibit 10. 43 portions of this exhibit marked [ * ] are requested to be treated confidentially. manufacturing expansion services agreement this services agreement ( this โ agreement โ ) is entered into, effective as of january 17, 2014 ( the โ effective date โ ), by and between cognate bioservices, a delaware corporation ( cognate โ ), and northwest biotherapeutics, a delaware corporation ( โ nw bio โ ). recitals whereas, nw bio is in the business of developing immune cell therapies for cancer, and cognate is in the business of manufacturing clinical grade cellular products on a contract services basis ; whereas, nw bio and cognate previously entered into a services agreement for the production of nw bio โ s dcvaxยฎ products by cognate ( the โ prior services agreement โ ) and the conversion and lock - up agreement ( the โ lock - up agreement โ ) ; whereas, cognate has dedicated cgmp facilities and other facilities to nw bio programs, and conducted all of nw bio โ s physical operations including all collections of patient tumor tissues and leukapheresis materials from clinical sites, all manufacturing, quality control, cryopreservation and banking of all dcvaxยฎ products, and all distribution and logistics to the point of care throughout the us, as well as management and oversight of all such functions in europe and israel ; whereas, both the quantity and the scope of services nw bio has requested that cognate provide greatly exceed the maximum scope and amounts contemplated or provided for in the prior services agreement [ * ] ; whereas, nw bio desires [ * ] ; whereas, nw bio has requested cognate to provide all necessary services to identify and evaluate potential sites for the manufacturing expansion [ * ] ; [ * ] ; [ * ] ; whereas, the parties also desire to update and reformulate their existing prior services agreement into a more comprehensive and complete set of four agreements including ( i ) this manufacturing expansion services agreement ; ( ii ) a dcvax - l manufacturing and services agreement, ( iii ) a new dcvax - direct manufacturing and services agreement, and ( iv ) a new ancilliary services agreement. [ * ] confidential treatment requested ; certain information omitted and filed separately with the sec. agreement now, therefore, in consideration of the foregoing recitals and the mutual promises, representations, warranties, and covenants hereinafter set forth, and for | 196 |
services-agreements | exhibit 10. 1 master services agreement between washington gas light company and accenture llp june 19, 2007 certain confidential information has been omitted from this exhibit pursuant to a confidential treatment request that has been filed with the securities and exchange commission pursuant to rule 24b - 2 promulgated under the securities exchange act of 1934, as amended. the omitted information is indicated by the symbol โ * * * โ at each place in this exhibit where the redacted information appears in the original. exhibit 10. 1 master services agreement between washington gas light company and accenture llp june 19, 2007 certain confidential information has been omitted from this exhibit pursuant to a confidential treatment request that has been filed with the securities and exchange commission pursuant to rule 24b - 2 promulgated under the securities exchange act of 1934, as amended. the omitted information is indicated by the symbol โ * * * โ at each place in this exhibit where the redacted information appears in the original. table of contents 1. definitions ; construction of terms 2. scope of services 2. 1 services ; additions 2. 2 additional services 2. 2. 1 new services 2. 2. 2 new affiliates 2. 3 order of precedence 2. 4 services inclusive 2. 5 non - exclusive agreement 2. 6 transition plans 2. 7 provision of services 2. 7. 1 affiliates 2. 7. 2 service locations 2. 7. 3 safety and physical security procedures 2. 8 wg corporate policies 2. 9 contract administration 2. 9. 1 service provider responsibilities 2. 9. 2 third party invoices 2. 9. 3 assigned agreements 2. 9. 4 no additional charges 2. 9. 5 appointment as agent 2. 9. 6 service provider โ s payment on wg โ s behalf 2. 10 services procedure manual 3. service provider commitments 3. 1 capital 3. 2 equipment and transferred assets 3. 2. 1 service provider equipment 3. 2. 2 transferred assets 3. 3 personnel and facilities 3. 4 improvements 3. 5 new technology and re - engineering 4. term 4. 1 term of the agreement 4. 2 term of work agreements ; renewals 5. pricing 5. 1 prices for services 5. 2 price adjustments 5. 3 incidental expenses 5. 4 reimbursable expenses 5. 5 service provider โ s billing rates ( i ) table of contents 1. definitions ; construction of terms 2. scope of services 2. 1 services ; additions 2. 2 additional services 2 | 197 |
services-agreements | exhibit 10. 50 execution copy certain identified information has been excluded from this exhibit because such information both ( i ) is not material and ( ii ) would likely cause competitive harm if publicly disclosed. excluded information is indicated with brackets and asterisks [ * * * * * ]. manufacturing services agreement between catalent massachusetts llc and acorda therapeutics, inc. dated february 10th, 2021 th execution copymanufacturing services agreement manufacturing services agreement table of contents page article 1 interpretation 1 1. 1. definitions 1 1. 2. currency 10 1. 3. sections and headings 10 1. 4. interpretation 10 article 2 manufacturing services ; related matters 10 2. 1. manufacturing services 10 2. 2. additional services 14 2. 3. manufacturing site 15 2. 4. access to acorda intellectual property and know - how 16 2. 5. third party sourcing by acorda 16 2. 6. manufacturer obligation 17 2. 7. service levels and standards 17 article 3 acorda payments 19 3. 1. fees 19 3. 2. payments 20 3. 3. taxes 20 3. 4. unused credits at expiration or termination 20 3. 5. audits 20 article 4 amendments to specifications or other arrangements 21 4. 1. amendments to specifications or other arrangements requested by acorda 21 4. 2. amendments to specifications or other arrangements requested by manufacturer 22 article 5 forecasts, orders and delivery 22 5. 1. orders and forecasts 22 5. 2. delivery 23 article 6 failed batches ; product claims ; recalls 24 6. 1. manufacturer โ s responsibility for failed batches 24 6. 2. product claims 24 6. 3. product recalls and returns 25 6. 4. manufacturer โ s responsibility for defective and recalled product 25 6. 5. disposition of defective or recalled product 26 6. 6. healthcare provider or patient questions and complaints 26 article 7 co - operation 26 7. 1. monthly meetings 26 7. 2. authorities 26 7. 3. records and accounting by manufacturer 27 7. 4. acorda access to manufacturing site 27 7. 5. audit 28 7. 6. regulatory proceedings ; governmental inspections 28 7. 7. reports 28 article 1 article 1 interpretation interpretation 1 1 1. 1. 1. 1. definitions definitions 1 1 1. 2. 1. 2. currency currency 10 10 1. 3. 1. 3. sections and headings sections and headings 10 10 | 198 |
services-agreements | if you are in agreement with the foregoing please indicate your acceptance below : if you are in agreement with the foregoing please indicate your acceptance below : | 199 |