Intelligent Life Corp Sample Contracts

RECITALS:
Stock Purchase Agreement • November 13th, 2000 • Bankrate Inc • Services-business services, nec • New York
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WITNESSETH:
Lease Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 27th, 1999 • Intelligent Life Corp • Services-business services, nec
RECITALS --------
Intelligent Life Corp • March 11th, 1999 • Florida
EXECUTIVE AGREEMENT
Executive Agreement • November 9th, 2006 • Bankrate Inc • Services-business services, nec • Florida

THIS EXECUTIVE AGREEMENT (the “Agreement”) is made effective as of the 11th day of September, 2006 (the “Effective Date”) between Donaldson Ross, an individual resident of the State of Connecticut (“Executive”), and BANKRATE, INC., a Florida corporation with its principal places of business located in North Palm Beach, Florida and New York City (the “Company”).

NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”) and Thomas R. Evans (the “Shareholder”).

RECITALS:
Bankrate Inc • March 29th, 2002 • Services-business services, nec
ASSET PURCHASE AGREEMENT effective as of September 23, 2008 by and among Bankrate, Inc., Blackshore Properties, Inc. and Johns Wu
Asset Purchase Agreement • November 10th, 2008 • Bankrate Inc • Services-business services, nec • Florida

This ASSET PURCHASE AGREEMENT (this “Agreement”) dated as of September 23, 2008 (the “Effective Date”), is by and among Bankrate, Inc., a Florida corporation (“Buyer”), Blackshore Properties, Inc., a California corporation (“Seller”), and Johns Wu (“Shareholder” along with Buyer and Seller they are sometimes referred to individually as a “Party” and collectively as the “Parties”).

LEASE BY AND BETWEEN GARDENS PLAZA INVESTORS, LLC LANDLORD, AND BANKRATE, INC. TENANT
Lease • March 20th, 2006 • Bankrate Inc • Services-business services, nec • Florida

THIS LEASE (hereinafter the “Lease” as defined in Paragraph (i) of Exhibit “G”), made this 3 day of November, 2005, by and between GARDENS PLAZA INVESTORS, LLC, a Florida limited liability company (hereinafter called “Landlord”) and BANKRATE, INC., a Florida corporation (hereinafter called “Tenant”).

LEASE AGREEMENT
Lease Agreement • March 15th, 2004 • Bankrate Inc • Services-business services, nec • Florida

This LEASE is made and entered into as of this 1st day of January 2004, by and between BOMBAY HOLDINGS, INC., a Florida corporation (hereinafter referred to as “LANDLORD”) and BANKRATE, INC., a Florida corporation (hereinafter referred to as “TENANT”).

WITNESSETH:
Lease Agreement • March 11th, 1999 • Intelligent Life Corp • Florida
AGREEMENT AND PLAN OF MERGER among BEN HOLDINGS, INC., BEN MERGER SUB, INC. and BANKRATE, INC. Dated as of July 22, 2009
Agreement and Plan of Merger • July 23rd, 2009 • Bankrate Inc • Services-business services, nec • Florida

AGREEMENT AND PLAN OF MERGER, dated as of July 22, 2009 (this “Agreement”), among Ben Holdings, Inc., a Delaware corporation (“Parent”), Ben Merger Sub, Inc., a Florida corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Bankrate, Inc., a Florida corporation (the “Company”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • August 9th, 2006 • Bankrate Inc • Services-business services, nec • Florida

This ASSET PURCHASE AGREEMENT (this “Agreement”), is made, entered into and effective as of the 4th day of August, 2006 (the “Effective Date”), by and among Bankrate, Inc., a Florida corporation (“Purchaser”), East West Mortgage, Inc., a Virginia corporation (“Seller”), the Doug Bui Family Trust (2006) (the “Trust”), and Doug Bui (“Bui”) (the Trust, together with Bui, shall be collectively referred to as the “Shareholders”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • May 13th, 2002 • Bankrate Inc • Services-business services, nec • Florida

THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 27th day of April, 2002 (the “Effective Date”) between ELISABETH DEMARSE, an individual resident of the State of New York (“Executive”), and BANKRATE, INC., a Florida corporation with its principal place of business located in North Palm Beach, Florida (the “Company”).

BANKRATE, INC. Common Stock UNDERWRITING AGREEMENT
Terms Agreement • April 25th, 2006 • Bankrate Inc • Services-business services, nec • New York
AGGREGATOR AGREEMENT
Aggregator Agreement • March 16th, 2005 • Bankrate Inc • Services-business services, nec • Florida

This Aggregator Agreement (this “Agreement”) is entered into as of January 1, 2005 (“Effective Date”), by and between Bankrate, Inc., a Florida corporation (“Bankrate”), with its principal place of business at 11760 U.S. Highway One, 5th Floor, North Palm Beach, Florida, and iHomeowners, Inc., a California corporation (“iHomeowners”), with its offices at 24003 Ventura Boulevard, Building A, Calabasas, CA 91302.

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MARKETING AGREEMENT
Marketing Agreement • March 16th, 2005 • Bankrate Inc • Services-business services, nec • Florida

This Marketing Agreement (this “Agreement”) is entered into as of January 21, 2005 (“Effective Date”), by and between Bankrate, Inc., a Florida corporation (“Bankrate”), with its principal place of business at 11760 U.S. Highway One, 5th Floor, North Palm Beach, Florida, and LowerMyBills, Inc., a Delaware corporation (“LowerMyBills”), with its offices at 2401 Colorado Ave., Suite 200, Santa Monica, CA 90404.

RECITALS
Termination Agreement and General • March 29th, 2002 • Bankrate Inc • Services-business services, nec • Florida
SUBLEASE BETWEEN NEW CINGULAR WIRELESS SERVICES, INC. f/k/a AT&T WIRELESS SERVICES, INC., SUBLANDLORD and BANKRATE, INC., SUBTENANT
Sublease • March 16th, 2005 • Bankrate Inc • Services-business services, nec

This Sublease is entered into as of this 18th day of November, 2004 by and between NEW CINGULAR WIRELESS SERVICES, INC. f/k/a AT&T WIRELESS SERVICES, INC., a Delaware corporation, with offices at 7277 164th Avenue NE, Redmond, Washington 98052 (hereinafter "Sublandlord") and BANKRATE, INC., a Florida corporation, with offices at 11811 U.S. Highway One, Suite 101, North Palm Beach, FL 33408 (hereinafter "Subtenant").

NON-TENDER AND SUPPORT AGREEMENT
Non-Tender and Support Agreement • July 28th, 2009 • Bankrate Inc • Services-business services, nec • Florida

THIS NON-TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of July 22, 2009, is by and among BEN HOLDINGS, INC., a Delaware Corporation (“Parent”), BEN MERGER SUB, INC., a Florida corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Peter Christopher Morse; Martha F. Morse, Martha F. Morse Revocable Trust; Peter C. Morse 2008 Annuity Trust; Peter C. Morse 2007 Annuity Trust; Peter C. Morse Remainder Trust FBO Clay P. Morse; Peter C. Morse Remainder Trust FBO Kate M. Frantz; and Peter C. Morse Remainder Trust FBO Lisa D. Morse (collectively, the “Morse Parties”).

AGREEMENT AND PLAN OF MERGER by and among BANKRATE, INC., FASTFIND, LLC, WESCOCO, LLC and THE MEMBERS OF WESCOCO, LLC Dated as of November 20, 2005
Agreement and Plan of Merger • December 6th, 2005 • Bankrate Inc • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 20, 2005, by and among: (i) BANKRATE, INC., a Florida corporation ("Bankrate"), (ii) FASTFIND, LLC, a Delaware corporation and a wholly owned subsidiary of Bankrate ("Sub"), (iii) WESCOCO LLC, a Delaware limited liability company d/b/a “FastFind” ("FastFind"), and (iv) each of the members of FastFind set forth on Schedule 1 attached to this Agreement (collectively, the "Members").

AGREEMENT AND PLAN OF MERGER by and among BANKRATE, INC., [SUB1], [SUB2], MORTGAGE MARKET INFORMATION SERVICES, INC., INTEREST.COM, INC., SCARLETT ENTERPRISES, LTD. and JAMES R. DE BOTH Dated as of November 20, 2005
Agreement and Plan of Merger • December 6th, 2005 • Bankrate Inc • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this "Agreement") is made and entered into as of November 20, 2005, by and among: (i) BANKRATE, INC., a Florida corporation ("Bankrate"), (ii) [SUB1], an Illinois corporation and a wholly owned subsidiary of Bankrate ("Sub1") and [SUB2], an Illinois corporation and a wholly owned subsidiary of Bankrate (“Sub2” and collectively with Sub1, the “Subs”)1 , (iii) MORTGAGE MARKET INFORMATION SERVICES, INC., an Illinois corporation, and INTEREST.COM, INC., an Illinois corporation (collectively, "MMIS"), (iv) SCARLETT ENTERPRISES, LTD., an Illinois corporation (the "Shareholder") and (v) JAMES R. DE BOTH ("De Both").

CONFIDENTIAL FINAL SETTLEMENT AGREEMENT
Confidential Final Settlement Agreement • March 16th, 2007 • Bankrate Inc • Services-business services, nec • California

This Confidential Final Settlement Agreement and Mutual Release (“Final Settlement Agreement”) is made and entered into on October 9, 2006, by and among American Interbanc Mortgage, LLC (“American Interbanc”) and Bankrate, Inc. (“Bankrate”), and in light of the following facts:

LIMITED GUARANTEE
Limited Guarantee • July 22nd, 2009 • Bankrate Inc • Services-business services, nec • Delaware

Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) by and among the Guarantor, BEN Merger Sub, Inc., a Florida corporation and wholly-owned subsidiary of the Guarantor (“Merger Sub”), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares (the “Offer”) and (ii) if the Offer is completed on the terms and subject to the conditions set forth in the Merger Agreement, merge with and into the Guaranteed Party (the “Merger”), with the Guaranteed Party surviving the Merger as a wholly-owned subsidiary of the Guarantor. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Merger Agreement.

Text omitted and filed Separately. Confidential Treatment Requested Under 17 C.F.R. §§ 200. 80(b)(u) and 240.24b-2. ASSET PURCHASE AGREEMENT effective as of February 1, 2008 by and among Bankrate, Inc., InsureMe, Inc., Tim A. McTavish, Robin L....
Asset Purchase Agreement • May 12th, 2008 • Bankrate Inc • Services-business services, nec • Delaware

Except as set forth in the disclosure schedules dated as of the date of this Agreement and delivered herewith to Buyer (which disclosure schedules identify the section and subsection to which each disclosure therein relates), Seller (and not any of the Shareholders) hereby represents and warrants to Buyer that:

AGREEMENT OF CANCELLATION ------------------------- AND RELEASE -----------
Agreement of Cancellation • March 11th, 1999 • Intelligent Life Corp
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