Brookfield Asset Management Inc. Sample Contracts

TO
Brascan Corp/ • March 6th, 2003 • Metal mining
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TO
Brascan Corp/ • June 27th, 2002 • Metal mining
TO
Brascan Corp/ • March 6th, 2003 • Metal mining
TO MONTREAL TRUST COMPANY OF CANADA Trustee INDENTURE
Brascan Corp/ • January 21st, 2004 • Metal mining • Ontario
JOINT FILING AGREEMENT
Joint Filing Agreement • August 1st, 2008 • Brookfield Asset Management Inc. • Operators of nonresidential buildings

This will confirm the agreement by and among all the undersigned that the Schedule 13D filed on or about this date and any amendments thereto with respect to beneficial ownership by the undersigned of shares of the common shares, without par value, of Birch Mountain Resources Ltd. is being filed on behalf of each of the undersigned in accordance with Rule 13d 1(k)(1) under the Securities Exchange Act of 1934. This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Brookfield Finance Inc. 6.350% Notes Due 2034 Underwriting Agreement
BROOKFIELD Corp /On/ • November 28th, 2023 • Operators of nonresidential buildings • New York

Brookfield Finance Inc., a corporation organized under the laws of Ontario (“BFI”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its debt securities identified in Schedule I hereto (the “Notes”), to be issued under an indenture, dated as of June 2, 2016 (the “Base Indenture”), as supplemented by a Ninth Supplemental Indenture, to be dated as of December 4, 2023 (the “Ninth Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), among BFI, Brookfield Corporation (formerly, Brookfield Asset Management Inc.), a corporation organized under the laws of Ontario (the “Parent”), as guarantor, and Computershare Trust Company of Canada, as trustee (the “Trustee”). The Notes will be fully and unconditionally guaranteed as to payment of principal, premium, if any, and interest by the Parent pursuant to the Indenture (the “Guarant

AGREEMENT AND PLAN OF MERGER DATED AS OF SEPTEMBER 30, 2019 BY AND AMONG BROOKFIELD TK ACQUISITION HOLDINGS LP, BROOKFIELD TK MERGER SUB LLC, TEEKAY OFFSHORE PARTNERS L.P., TEEKAY OFFSHORE GP L.L.C. AND THE OTHER PARTIES HERETO
Agreement and Plan of Merger • October 2nd, 2019 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of September 30, 2019 (this “Agreement”), is by and among Brookfield TK Acquisition Holdings LP, a Bermuda limited partnership (“Parent”), Brookfield TK Merger Sub LLC, a Marshall Islands limited liability company (“Merger Sub”), Teekay Offshore Partners L.P., a Marshall Islands limited partnership (the “Partnership”), and Teekay Offshore GP L.L.C., a Marshall Islands limited liability company and the general partner of the Partnership (the “Partnership GP”), Brookfield TK TOGP LP, a Bermuda limited partnership (the “Sole GP Member”), solely for purposes of Sections 6.4, 6.15, 6.16 and 6.17 hereof, and each of the Brookfield Affiliated Holders (as defined herein), solely for purposes of Section 6.17 hereof. Each of Parent, Merger Sub, the Partnership and the Partnership GP are referred to herein as a “Party” and together as “Parties.” Certain capitalized terms used in this Agreement are defined in Article I.

TRADEMARK SUBLICENSE AGREEMENT
Trademark Sublicense Agreement • May 18th, 2021 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

Brookfield Asset Management Inc. (“Licensor”), a corporation organized under the laws of the Province of Ontario, having an office at Suite 330, 181 Bay Street Toronto, Ontario M5J 2T3, Canada,

Brookfield Finance Inc. 5.968% Notes Due 2054 Underwriting Agreement
Underwriting Agreement • February 27th, 2024 • BROOKFIELD Corp /On/ • Operators of nonresidential buildings • New York

Guarantee: The Notes (as defined below) will be fully and unconditionally guaranteed as to payment of principal, premium (if any) and interest and certain other amounts by Brookfield Corporation.

BROOKFIELD ASSET MANAGEMENT INC. – and – BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. ADMINISTRATION AGREEMENT
Administration Agreement • May 18th, 2021 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD., an exempted company limited by shares existing under the laws of Bermuda

BROOKFIELD FINANCE I (UK) PLC
Brookfield Asset Management Inc. • July 26th, 2021 • Operators of nonresidential buildings • Ontario
SECURITIES AND LOAN PURCHASE AGREEMENT
Securities and Loan Purchase Agreement • May 3rd, 2019 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York

THIS SECURITIES AND LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of April 29, 2019, is entered into by and among Teekay Corporation, a Republic of the Marshall Islands corporation (“Teekay Corp”), Teekay Finance Limited, a Bermuda corporation (“Teekay Finance”), Teekay Holdings Limited, a Bermuda corporation (“Teekay Holdings”) and Teekay Shipping Limited, a Bermuda corporation (“Teekay Shipping” and, collectively with Teekay Corp, Teekay Finance and Teekay Holdings, the “Sellers”) and Brookfield TK TOLP L.P., a Bermuda limited partnership (“Brookfield TOLP”) and Brookfield TK TOGP L.P., a Bermuda limited partnership (“Brookfield TOGP” and, together with Brookfield TOLP, the “Buyers”).

AGREEMENT AND PLAN OF MERGER Dated as of February 23, 2010 among BROOKFIELD ASSET MANAGEMENT INC., B ACQUISITION SUB INC. and CRYSTAL RIVER CAPITAL, INC.
Agreement and Plan of Merger • March 1st, 2010 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 23, 2010, among BROOKFIELD ASSET MANAGEMENT INC., an Ontario corporation (“Parent”), B ACQUISITION SUB INC., a newly-formed Maryland corporation (“Sub”) and an indirect, wholly-owned Subsidiary (as defined in Section 2.1(d)) of Parent, and CRYSTAL RIVER CAPITAL, INC., a Maryland corporation (the “Company”).

BROOKFIELD ASSET MANAGEMENT INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • July 18th, 2019 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario
AMENDED AND RESTATED CLASS B STOCK EXCHANGE AGREEMENT
Class B Stock Exchange Agreement • June 28th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings

This AMENDED AND RESTATED CLASS B STOCK EXCHANGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, this “Agreement”) is entered into as of June 25, 2018, by and among GGP Inc., a Delaware corporation (the “Company”), and the parties listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”). Unless context otherwise requires, capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Merger Agreement (as defined below).

AGREEMENT AND PLAN OF MERGER by and among BROOKFIELD PROPERTY PARTNERS L.P., GOLDFINCH MERGER SUB CORP., and GGP INC. Dated as of March 26, 2018
Agreement and Plan of Merger • March 28th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware

The Applicable Margin for each Base Rate Unit shall be determined by reference to the Loan-to-Value Ratio in effect from time to time and the Applicable Margin for each LIBOR Unit shall be determined by reference to the Loan-to-Value Ratio in effect on the first day of such distribution period.

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LETTER AGREEMENT
Rights Agreement • March 28th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware

WHEREAS, in connection with, and as a condition and inducement to, the entry by the Company into that certain Agreement and Plan of Merger, dated as of the date hereof (as amended or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”), by and among Brookfield Property Partners L.P., a Bermuda limited partnership (“Parent”), Goldfinch Merger Sub Corp., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Acquisition Sub”) and the Company, and in consideration of the benefits that BAM will receive from the execution of the Merger Agreement and the consummation of the transactions contemplated thereby, the Company has required that BAM enter into this Agreement, and BAM desires to enter into this Agreement to induce the Company to enter into the Merger Agreement;

REDEMPTION AGREEMENT BETWEEN BROOKFIELD PROPERTY PARTNERS L.P. -AND- BROOKFIELD CANADA OFFICE PROPERTIES April 20, 2017
Redemption Agreement • April 21st, 2017 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

WHEREAS the BPY wishes to have the Trust become an indirect wholly-owned subsidiary of BPY through the redemption by the Trust of all of the issued and outstanding units (other than special voting units) of the Trust not already owned by BPY and its subsidiaries;

BROOKFIELD ASSET MANAGEMENT INC. and BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of ●, 2021
Rights Agreement • May 18th, 2021 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware

This Rights Agreement (this “Agreement”) is dated as of ●, 2021 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), Brookfield Asset Management Reinsurance Partners Ltd., an exempted company limited by shares existing under the laws of Bermuda (the “Company”) and Wilmington Trust, National Association (the “Rights Agent”).

AMENDED AND RESTATED MARGIN LOAN AGREEMENT dated as of November 2, 2020 between BIF IV EAGLE NR CARRY LP and EAGLE CANADA COMMON HOLDINGS LP, as Borrowers and BANK OF MONTREAL, as Lender and BMO NESBITT BURNS INC., as Calculation Agent
Margin Loan Agreement • November 4th, 2020 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

This AMENDED AND RESTATED MARGIN LOAN AGREEMENT dated as of November 2, 2020 (as it may be amended or modified from time to time, this “Agreement”) is between BIF IV EAGLE NR CARRY LP, a limited partnership formed under the laws of the Province of Ontario, and EAGLE CANADA COMMON HOLDINGS LP, a limited partnership formed under the laws of the Province of Ontario, as Borrowers (the “Borrowers”), BANK OF MONTREAL (the “Lender”), and BMO NESBITT BURNS INC., as Calculation Agent.

JOINT FILING AGREEMENT
Joint Filing Agreement • October 10th, 2018 • Brookfield Asset Management Inc. • Operators of nonresidential buildings

We, the signatories of Amendment No. 8 to the Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.

ARRANGEMENT AGREEMENT BETWEEN BROOKFIELD ASSET MANAGEMENT INC. -AND- 1927726 ONTARIO INC. -AND- BROOKFIELD RESIDENTIAL PROPERTIES INC. December 23, 2014
Arrangement Agreement • December 24th, 2014 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

WHEREAS the Purchaser wishes to acquire all of the issued and outstanding common shares of the Corporation not already owned by the Purchaser and its affiliates by way of an Arrangement under the provisions of the Business Corporations Act (Ontario) (the “OBCA”);

SHARE PURCHASE AGREEMENT August 14, 2005
Share Purchase Agreement • August 18th, 2005 • Brascan Corp/ • Land subdividers & developers (no cemeteries) • Ontario

WITNESSES THAT in consideration of the respective covenants, agreements, representations, warranties and indemnities herein contained and for other good and valuable

REGISTRATION RIGHTS AGREEMENT Between TRANSALTA CORPORATION And EAGLE HYDRO II LP May 1, 2019
Registration Rights Agreement • March 2nd, 2020 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Alberta

NOW THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties), the parties hereto agree as follows:

Brookfield Capital Finance LLC 6.087% Notes Due 2033 Underwriting Agreement
Underwriting Agreement • June 8th, 2023 • BROOKFIELD Corp /On/ • Operators of nonresidential buildings • New York

Brookfield Capital Finance LLC, a limited liability company organized under the laws of the state of Delaware (“US LLC”), proposes to sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, the principal amount of its debt securities identified in Schedule I hereto (the “Notes”), to be issued under an indenture, to be dated as of June 14, 2023 (the “Base Indenture”), as supplemented by a First Supplemental Indenture, to be dated as of June 14, 2023 (the “First Supplemental Indenture” and, collectively with the Base Indenture, the “Indenture”), among US LLC, Brookfield Corporation (formerly, Brookfield Asset Management Inc.), a corporation organized under the laws of Ontario (the “Parent”), as guarantor, Computershare Trust Company of Canada, as Canadian trustee (the “Canadian Trustee”), and Computershare Trust Company, N.A., as U.S. trustee (the “U.S. Trustee” and together with the Canadian T

UNDERWRITING AGREEMENT
Underwriting Agreement • October 15th, 2020 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

Re: Secondary Offering of 4,055,000 Class A Exchangeable Subordinate Voting Shares of Brookfield Renewable Corporation by Brookfield International Limited

UNDERWRITING AGREEMENT (attached)
Underwriting Agreement • July 31st, 2020 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Ontario

Re: Secondary Offering of 4,418,000 Class A Exchangeable Subordinate Voting Shares of Brookfield Infrastructure Corporation by BIPC Holding LP

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF BROOKFIELD RETAIL HOLDINGS II SUB II LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • November 5th, 2013 • Brookfield Asset Management Inc. • Operators of nonresidential buildings • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Brookfield Retail Holdings II Sub II LLC (the “Company”) is made and entered into November 1, 2013 (the “Effective Date”) by and among Brookfield Asset Management Private Institutional Capital Adviser (Canada), L.P., a Manitoba limited partnership, as the managing member (the “Managing Member”) and those persons who are or become members of the Company in accordance with the provisions hereof and whose names are set forth as “Members” on the books and records of the Company (the “Non-Managing Members”, and together with the Managing Member each in its capacity as a member of the Company, the “Members”).

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