Kaiser Ventures LLC Sample Contracts

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Employment Agreement of Richard E. Stoddard
Employment Agreement • August 5th, 2002 • Kaiser Ventures LLC • Lessors of real property, nec • California
Employment Agreement of Terry L. Cook
Employment Agreement • August 5th, 2002 • Kaiser Ventures LLC • Lessors of real property, nec • California
Employment Agreement of Paul E. Shampay
Employment Agreement • August 5th, 2002 • Kaiser Ventures LLC • Lessors of real property, nec • California
Employment Agreement of James F. Verhey
Employment Agreement • August 5th, 2002 • Kaiser Ventures LLC • Lessors of real property, nec • California
EMPLOYMENT AGREEMENT OF TERRY L. COOK
Employment Agreement • January 16th, 2007 • Kaiser Ventures LLC • Lessors of real property, nec • California

This EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective as of January 1, 2007, by and between TERRY L. COOK (“Employee”) and BUSINESS STAFFING, INC. (the “Company”).

GUARANTY AGREEMENT (Purchaser Guarantor)
Guaranty Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California

THIS GUARANTY AGREEMENT (this “Guaranty”), dated as of June 29, 2015, is made by EAGLE MOUNTAIN LLC, a Delaware limited liability company (“Guarantor”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

PLEDGE AGREEMENT (Purchaser Guarantor)
Pledge Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California

THIS PLEDGE AGREEMENT (this “Agreement”) dated as of June 29, 2015, is made by EAGLE MOUNTAIN LLC, a Delaware limited liability company (“Pledgor”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

AMENDMENT NO. TWO TO MEMBERS OPERATING AGREEMENT OF WEST VALLEY MRF, LLC (SPECIAL ALLOCATION OF DEPRECIATION)
Members Operating Agreement • April 14th, 2005 • Kaiser Ventures LLC • Lessors of real property, nec • California

This AMENDMENT NO. TWO TO MEMBER OPERATING AGREEMENT (“Amendment”) is made and entered into by and between Kaiser Recycling, LLC, a Delaware limited liability company “Kaiser”), and West Valley Recycling & Transfer, Inc., a California corporation (“WVRT”) to be effective as the date specified herein.

SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT OF TERRY L. COOK
Employment Agreement • May 16th, 2011 • Kaiser Ventures LLC • Lessors of real property, nec • California

This Second Amendment to the Employment Agreement of TERRY L. COOK (“Amendment”) is made and entered into effective May 11, 2011, by and between TERRY L. COOK (“Employee”) and BUSINESS STAFFING, INC. (the “Company”).

TRANSITION EMPLOYMENT AGREEMENT
Transition Employment Agreement • December 31st, 2012 • Kaiser Ventures LLC • Lessors of real property, nec • California

This TRANSITION EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective at 12:01 a.m. PST on January 1, 2013 (the “Effective Date”), by and between JAMES F. VERHEY (“Employee”) and BUSINESS STAFFING, INC, a Delaware corporation (“BSI” or the “Company”) (sometimes collectively referred to herein as the “Parties”).

ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
Administrative and Management Services Agreement • August 4th, 2014 • Cil&d, LLC • Lessors of real property, nec • California

This ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (“Agreement”), is made and entered into effective August 1, 2014, by and among KSC RECOVERY, INC., a Delaware corporation (“Recovery”), CIL&D, LLC, a Delaware limited liability company (“CILD”), KAISER EAGLE MOUNTAIN,LLC, a Delaware limited liability company (“KEM”), and LAKE TAMARISK DEVELOPMENT, LCC, a Delaware limited liability company (“LT”). Recovery, CILD, KEM and LT are sometimes collectively referred to in this Agreement as “Parties” or individually as a “Party.”

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF KAISER VENTURES LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Operating Agreement • January 18th, 2013 • Kaiser Ventures LLC • Lessors of real property, nec • Delaware

This Second Amended and Restated Operating Agreement (this “Agreement”), is made as of [—], 2013 (the “Effective Date”) and amends and restates the Amended and Restated Operating Agreement, dated as of October 1, 2001 as previously amended (the “Previous Agreement”), of Kaiser Ventures LLC (the “Company”), a Delaware limited liability company. The terms of this Agreement are as follows:

TRANSITION EMPLOYMENT AGREEMENT
Transition Employment Agreement • December 31st, 2012 • Kaiser Ventures LLC • Lessors of real property, nec • California

This TRANSITION EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into effective at 12:01 a.m. PST on January 1, 2013 (the “Effective Date”), by and between TERRY L. COOK (“Employee”) and BUSINESS STAFFING, INC, a Delaware corporation (“BSI” or the “Company”) (sometimes collectively referred to herein as the “Parties”).

GUARANTORS’ ACKNOWLEDGMENT AND CONSENT (1997 L/C)
Kaiser Ventures LLC • March 30th, 2009 • Lessors of real property, nec
PURCHASE AND SALE AGREEMENT AMONG CIL&D, LLC KAISER EAGLE MOUNTAIN, LLC EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC EAGLE MOUNTAIN ACQUISITION LLC, EAGLE MOUNTAIN LLC AND EAGLE CREST ENERGY COMPANY
Units Purchase Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California

This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into on the 25th day of June, 2015 (the “Effective Date”), by and among CIL&D, LLC, a Delaware limited liability company (“Seller”), KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (“KEM”), EAGLE MOUNTAIN MINING & RAILROAD, LLC, a Delaware limited liability company and wholly-owned subsidiary of Seller (“EMMR”), EAGLE MOUNTAIN ACQUISITION LLC, a Delaware limited liability company (“Buyer”), EAGLE MOUNTAIN LLC, a Delaware limited liability company (“Parent”), and EAGLE CREST ENERGY COMPANY, a California corporation (“Eagle Crest”). Seller, KEM, EMMR, Buyer, Parent and Eagle Crest are individually referred to herein as a “Party” and collectively as the “Parties.” Buyer, Parent and Eagle Crest are also sometimes individually referred to as a “Buyer Party” and collectively as the “Buyer Parties.” Seller, KEM and EMMR are also sometimes individually referred to as a “Seller

WATER AND UTILITIES JOINT USE AGREEMENT
Water and Utilities Joint Use Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California

This WATER AND UTILITIES JOINT USE AGREEMENT (“Agreement”) is made and entered into effective as of the Closing Date, by and between EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC, a Delaware limited liability company (“EMMR”) and KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”). EMMR and KEM are sometimes referred to as the “Parties”, or individually as a “Party”.

Contract
Third Amendment Agreement • March 30th, 2009 • Kaiser Ventures LLC • Lessors of real property, nec

THIS THIRD AMENDMENT AGREEMENT (2000 L/C) (this “Agreement”) is dated as of May 1, 2007, by and between West Valley MRF, LLC, a California limited liability company (the “Borrower”) and Union Bank of California, N.A. (the “Bank”) and is being entered into in connection with the following:

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Contract
First Amendment Agreement • May 13th, 2003 • Kaiser Ventures LLC • Lessors of real property, nec

THIS FIRST AMENDMENT AGREEMENT (this “Amendment”), dated as of January 1, 2003 by and between West Valley MRF, LLC, a California limited liability company (the “Borrower”) and Union Bank of California, N.A. (the “Bank”) is being entered into in connection with the following:

Amended and Restated Liquidation Manager Agreement
Liquidation Manager Agreement • April 16th, 2013 • Kaiser Ventures LLC • Lessors of real property, nec • California

This AMENDED AND RESTATED LIQUIDATION MANAGER AGREEMENT ("Agreement") is made and entered into effective the 10th day of April, 2013, but this Agreement shall not be effective until the day following the Dissolution Effective Date as defined below (the "Effective Date"), by and between Richard E. Stoddard ("Liquidation Manager") and Kaiser Ventures, LLC (the "Company"). Liquidation Manager and the Company are sometimes collectively referred to herein as the "Parties" or individually as a "Party."

EAGLE MOUNTAIN RAILROAD AGREEMENT
Eagle Mountain Railroad Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California

This EAGLE MOUNTAIN RAILROAD AGREEMENT (“Agreement”) is dated as of Closing Date as specified below and is by and between KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”), and EAGLE MOUNTAIN MINING & RAILROAD COMPANY, LLC, a Delaware limited liability company (“EMMR”). KEM and EMMR are sometimes referred to individually in this Agreement as a “Party” and collectively as the “Parties.”

TERMINATION, SETTLEMENT AND NET REVENUES SHARING AGREEMENT
Sharing Agreement • April 21st, 2014 • Cil&d, LLC • Lessors of real property, nec • California

This TERMINATION, SETTLEMENT AND NET REVENUE SHARING AGREEMENT (this “Agreement”) is entered into effective as of January 1, 2014, by and among KAISER EAGLE MOUNTAIN, LLC, a Delaware limited liability company (“KEM”), LAKE TAMARISK DEVELOPMENT, LLC (“LT”), CIL&D, LLC (“CILD”), and MINE RECLAMATION, LLC, a California limited liability company (“MRLLC”). KEM, LT, CILD, and MRLLC are each sometimes individually referred to in this Agreement as a “Party” or collectively as “Parties”.

FRIST AMENDMENT TO ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT
Administrative and Management Services Agreement • January 20th, 2015 • Cil&d, LLC • Refuse systems

This FIRST AMENDMENT TO ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (“Amendment”), is made and entered into January 15, 2015, by and among KSC RECOVERY, INC., a Delaware corporation (“Recovery”), CIL&D, LLC, a Delaware limited liability company (“CILD”), KAISER EAGLE MOUNTAIN,LLC, a Delaware limited liability company (“KEM”), and LAKE TAMARISK DEVELOPMENT, LCC, a Delaware limited liability company (“LT”). Recovery, CILD, KEM and LT are sometimes collectively referred to in this Agreement as “Parties” or individually as a “Party.”

LIMITED RECOURSE GUARANTY AGREEMENT (ECEC Shareholders)
Limited Recourse Guaranty Agreement • July 1st, 2015 • Cil&d, LLC • Refuse systems • California

THIS LIMITED RECOURSE GUARANTY AGREEMENT (this “Guaranty”), dated as of June 29, 2015, is made by each of the shareholders and security holders of Eagle Crest Energy Company, a California corporation (“ECEC”), listed on Schedule 1 attached hereto (each shareholder and security holder, a “Guarantor” and together, the “Guarantors”), for the benefit of CIL&D, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”).

FIFTH AMENDMENT TO LEASE AGREEMENT GRE EMPIRE TOWERS LP, a Delaware limited partnership (“LANDLORD”) AND KAISER VENTURES, LLC, a Delaware limited liability company, p/k/a Kaiser Resources, Inc. (“TENANT”)
Lease Agreement • March 30th, 2009 • Kaiser Ventures LLC • Lessors of real property, nec

This Fifth Amendment to Lease Agreement (“Fifth Amendment”), is made as of March 16, 2009, by and between GRE EMPIRE TOWERS LP, a Delaware limited partnership (“Landlord”), and KAISER VENTURES, LLC, a Delaware limited liability company, p/k/a Kaiser Resources, Inc.(“Tenant”).

EXTENSION OF THE TERM OF THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT
Cil&d, LLC • May 17th, 2019 • Refuse systems

This Extension of the Term (“Term Extension”) of the Second Amended and Restated Operating Agreement of CIL&D, LLC (the “Company”) is made by Richard E. Stoddard, Liquidation Manager (“Managing Liquidation Director”) of the Company, and approved by Terry L. Cook, Member Representative of the Company, effective as of May 15, 2019.

LIQUIDATION MANAGER AGREEMENT
Liquidation Manager Agreement • January 18th, 2013 • Kaiser Ventures LLC • Lessors of real property, nec • California

This LIQUIDATION MANAGER AGREEMENT (“Agreement”) is made and entered into this 15th day of January, 2013, but this Agreement shall not be effective until the day following the Dissolution Effective Date as defined below (the “Effective Date”), by and between Richard E. Stoddard (“Liquidation Manager”) and Kaiser Ventures, LLC (the “Company”). Liquidation Manager and the Company are sometimes collectively referred to herein as the “Parties” or individually as a “Party.”

GUARANTORS’ ACKNOWLEDGMENT AND CONSENT (2000 L/C)
Kaiser Ventures LLC • March 30th, 2009 • Lessors of real property, nec
SECOND AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 15th, 2012 • Kaiser Ventures LLC • Lessors of real property, nec

This SECOND AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT is dated as of May 9, 2012 (“Amendment”), and is made by and between BUSINESS STAFFING, INC., a Delaware corporation (“Business Staffing”), and KAISER VENTURES LLC, a Delaware limited liability company (“Kaiser LLC”).

FOURTH AMENDMENT TO LEASE AGREEMENT GRE EMPIRE TOWERS LP, a Delaware limited partnership (“LANDLORD”) AND KAISER VENTURES, LLC, a Delaware limited liability company, p/k/a Kaiser Resources, Inc. (“TENANT”)
Lease Agreement • November 13th, 2006 • Kaiser Ventures LLC • Lessors of real property, nec

This Fourth Amendment to Lease Agreement (“Fourth Amendment”), is made as of November 13, 2006 by and between GRE EMPIRE TOWERS LP, a Delaware limited partnership (“Landlord”), and KAISER VENTURES, LLC, a Delaware limited liability company, p/k/a Kaiser Resources, Inc. (“Tenant”).

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