ERBA Diagnostics, Inc. Sample Contracts

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Warrant Agreement • January 26th, 2000 • B2bstores Com Inc • Services-business services, nec • New York
Exhibit 2.1 -----------
Merger Agreement • November 30th, 2000 • B2bstores Com Inc • Services-business services, nec • Delaware
VOTING AGREEMENT
Voting Agreement • November 30th, 2000 • B2bstores Com Inc • Services-business services, nec • Delaware
RECITALS
Registration Rights Agreement • April 1st, 2002 • Ivax Diagnostics Inc • Services-business services, nec • Delaware
AGREEMENT
Agreement • December 2nd, 1999 • B2bstores Com Inc • Services-business services, nec • New York
AGREEMENT
Agreement • January 7th, 2000 • B2bstores Com Inc • Services-business services, nec • New York
ARTICLE I
Redemption Agreement • March 31st, 2003 • Ivax Diagnostics Inc • Pharmaceutical preparations • Florida
RECITALS
Asset Purchase Agreement • March 31st, 2003 • Ivax Diagnostics Inc • Pharmaceutical preparations
BUSINESS LOAN AGREEMENT
Business Loan Agreement • March 7th, 2013 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • New York

THIS BUSINESS LOAN AGREEMENT dated March 1, 2013, is made and executed between Erba Diagnostics, Inc. ("Borrower") and Citibank, N.A. ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.

AGREEMENT ---------
Shared Services Agreement • April 1st, 2002 • Ivax Diagnostics Inc • Services-business services, nec • Florida
FORM OF UNDERWRITING AGREEMENT] 2,800,000 Shares of Common Stock b2bstores.com Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2000 • B2bstores Com Inc • Services-business services, nec • New York
FORM OF COMMERCIAL SECURITY AGREEMENT
Commercial Security Agreement • March 7th, 2013 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • New York

THIS COMMERCIAL SECURITY AGREEMENT dated March 1, 2013, is made and executed among ______________ ("Grantor"); Erba Diagnostics, Inc. ("Borrower"); and Citibank, N.A. ("Lender").

SECURITY AGREEMENT
Security Agreement • June 10th, 2011 • Ivax Diagnostics Inc • Pharmaceutical preparations

This SECURITY AGREEMENT dated as of June 10, 2011 (the “Security Agreement”), is executed by and among DIAMEDIX CORPORATION, a Florida corporation, whose address is 2140 North Miami Avenue, Miami, Florida 33127 (the “Debtor”), and CITY NATIONAL BANK OF FLORIDA, whose address is 25 West Flagler Street, Miami, Florida 33130 (the “Bank”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 5th, 2012 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • Delaware

This Stock Purchase Agreement (this "Agreement"), dated as of October 3, 2012, is entered into by and among Escalon Medical Corp. ("Escalon"), a Pennsylvania corporation, Drew Scientific, Inc. a Texas corporation ("Seller") and ERBA Diagnostics, Inc., a Delaware corporation ("Buyer").

FORM OF COMMERCIAL GUARANTY
ERBA Diagnostics, Inc. • March 7th, 2013 • Pharmaceutical preparations • New York

CONTINUING GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, __________ (“Guarantor”) absolutely and unconditionally guarantees full and punctual payment and satisfaction of the Indebtedness of Erba Diagnostics, Inc. (“Borrower”) to Citibank, N.A. (“Lender”), and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents.

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EMPLOYMENT AGREEMENT
Employment Agreement • March 31st, 2010 • Ivax Diagnostics Inc • Pharmaceutical preparations • Florida

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into, effective as of January 4, 2010 (the “Effective Date”), by and between IVAX Diagnostics, Inc., a Delaware corporation (the “Company”), and Steve Lufkin. (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • June 10th, 2014 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • Florida

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on this 6th day of June, 2014, to be effective as of June 1, 2014 (the “Effective Date”), by and between ERBA Diagnostics, Inc., a Delaware corporation (the “Company”), and Prakash Patel (the “Executive”).

NETGATEWAY
Electronic Commerce Services Agreement • January 7th, 2000 • B2bstores Com Inc • Services-business services, nec • California
WITNESSETH: -----------
Assignment and Royalty Agreement • April 1st, 2002 • Ivax Diagnostics Inc • Services-business services, nec • Florida
AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • May 31st, 2016 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • Florida

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 26 day of May, 2016, by and between ERBA Diagnostics, Inc., a Delaware corporation (the “Company”), and Mohan Gopalkrishnan (the “Executive”).

CONFIDENTIAL GENERAL RELEASE OF ALL CLAIMS
Confidential General Release of All • November 15th, 2010 • Ivax Diagnostics Inc • Pharmaceutical preparations • Florida

This Confidential General Release of All Claims (“Agreement”) is entered into between IVAX DIAGNOSTICS, INC., along with its parents (including, without limitation, Erba Diagnostics Mannheim GmbH), predecessors, successors, subsidiaries (including, without limitation, Delta Biologicals, S.r.l, ImmunoVision, Inc. and Diamedix Corporation), affiliates, related entities, divisions, assigns, and all of its and their current, former, and future owners, officers, directors, shareholders, investors, members, employees, consultants, attorneys, insurers, and assigns (collectively “IVD”), and STEVE E. LUFKIN, along with his heirs, successors, and assigns (collectively “LUFKIN”), on the date ascribed below.

RECITALS
License Agreement • April 1st, 2002 • Ivax Diagnostics Inc • Services-business services, nec • Florida
FIRST Amendment to GRID PROMISSORY NOTE
Grid Promissory Note • November 3rd, 2017 • ERBA Diagnostics, Inc. • Pharmaceutical preparations

This First Amendment to Grid Promissory Note (the “First Amendment”) is entered into as of October 30, 2017, by and between ERBA Diagnostics, Inc., a Delaware corporation (“Maker”), and Erba Diagnostics Mannheim GmbH, a company organized under the laws of Germany which is the majority stockholder of Maker (“Holder”).

Contract
Existing Promissory Notes • August 1st, 2018 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • Florida

THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY MAKER OF AN OPINION OF COUNSEL SATISFACTORY TO MAKER IN FORM AND SUBSTANCE THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT, AND IN COMPLIANCE WITH THE PROVISIONS OF THIS CONVERTIBLE PROMISSORY NOTE.

CONFIDENTIAL GENERAL RELEASE OF ALL CLAIMS
Confidential General Release of All • March 30th, 2011 • Ivax Diagnostics Inc • Pharmaceutical preparations • Florida

This Confidential General Release of All Claims (“Agreement”) is entered into between IVAX DIAGNOSTICS, INC., along with its parents (including, without limitation, Erba Diagnostics Mannheim GmbH), predecessors, successors, subsidiaries (including, without limitation, Delta Biologicals, S.r.l, ImmunoVision, Inc. and Diamedix Corporation), affiliates, related entities, divisions, assigns, and all of its and their current, former, and future owners, officers, directors, shareholders, investors, members, employees, consultants, attorneys, insurers, and assigns (collectively “IVD”), and CHARLES R. STRUBY, Ph.D., along with his heirs, successors, and assigns (collectively “STRUBY”), on the date ascribed below.

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 5th, 2012 • ERBA Diagnostics, Inc. • Pharmaceutical preparations • Florida

THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (the “Amendment”) is entered into as of the 3rd day of October, 2012, by and between ERBA Diagnostics, Inc., a Delaware corporation formerly known as IVAX Diagnostics, Inc. (the “Company”), and ERBA Diagnostics Mannheim GmbH, a company headquartered in Germany (the “Purchaser”).

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