Intergraph Corp Sample Contracts

WITNESSETH:
Employment Agreement • March 22nd, 1996 • Intergraph Corp • Computer terminals
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BY AND AMONG
Agreement and Plan of Merger • August 31st, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware
Foothill. March 2, 1998 Intergraph Corporation Huntsville, Alabama 35894-0001 Attention: John W. Wilhoite Re: Letter Agreement dated as of March 2, 1998 between Foothill Capital Corporation ("Foothill") and Intergraph Corporation ("Intergraph")...
Letter Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design

This letter will serve as written notification pursuant to paragraph 3 of the Foothill Consent that all required Participant consents to the Foothill Consent have been obtained. The Foothill Consent is hereby effective and the documents held by Balch & Bingham L.L.P. may be deemed delivered and effective.

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT by and between INTERGRAPH CORPORATION,
Loan and Security Agreement • March 22nd, 2000 • Intergraph Corp • Services-computer integrated systems design • California
WITNESSETH:
Rights Agreement • March 30th, 1999 • Intergraph Corp • Services-computer integrated systems design
AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN INTERGRAPH CORPORATION AND COMPUTERSHARE INVESTOR SERVICES, LLC
Rights Agreement • August 31st, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware
AMENDED AND RESTATED FIRST MORTGAGE AND SECURITY AGREEMENT by and between INTERGRAPH CORPORATION, a Delaware corporation, Mortgagor
And • March 30th, 1998 • Intergraph Corp • Services-computer integrated systems design • California
EXHIBIT 99.1 INTERGRAPH CORPORATION RESTRICTED SHARE AWARD AGREEMENT (DIRECTORS)
Restricted Share Award Agreement • February 1st, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware
Unigraphics Solutions Inc. 13736 Riverport Drive Maryland Heights, Missouri 63043 March 2, 1998
Asset Purchase Agreement • March 17th, 1998 • Intergraph Corp • Services-computer integrated systems design

Reference is made to the Asset Purchase Agreement dated as of the date hereof (the "Asset Purchase Agreement") by and among Intergraph Corporation ("Intergraph"), the other Selling Entities identified therein, Unigraphics Solutions Inc. ("Unigraphics") and the other Acquiring Entities identified therein. In connection with the consummation of the transactions contemplated by the Asset Purchase Agreement, Unigraphics agrees that, during the period commencing on the date hereof and ending on the later of (i) March 2, 2000 or (ii) the end of the term of the Lease Agreement (as defined in the Purchase Agreement), neither it nor any of its subsidiaries will, directly or indirectly, solicit to employ any of Intergraph's Huntsville, Alabama or Paris, France Development Center based software development personnel or development managers who are a part of Intergraph's Jupiter technology development effort (i.e., the Solid Edge Common Code, as such term is defined in the Asset Purchase Agreement

EXHIBIT 99.4
Restricted Share Unit Agreement • February 1st, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware
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AGREEMENT _________
Agreement • May 17th, 1999 • Intergraph Corp • Services-computer integrated systems design
EMPLOYMENT AGREEMENT
Restricted Share Award Agreement • March 15th, 2004 • Intergraph Corp • Services-computer integrated systems design • Alabama

THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of June 12, 2003, is by and between Intergraph Corporation, a Delaware corporation (the "Company"), and R. Halsey Wise (the "Executive").

PATENT LICENSE AND SETTLEMENT AGREEMENT Between Advanced Micro Devices, Inc. and Intergraph Hardware Technologies Company
Patent License and Settlement Agreement • April 12th, 2004 • Intergraph Corp • Services-computer integrated systems design • California

THIS PATENT LICENSE AND SETTLEMENT AGREEMENT ("Agreement"), effective as of the EFFECTIVE DATE, is entered into by and between Intergraph Hardware Technologies Company, a Nevada corporation having an office at 2325-B Renaissance Drive, Suite 16, Las Vegas, Nevada 89119 (hereinafter called "INTERGRAPH") and Advanced Micro Devices, Inc., a Delaware corporation having an office at One AMD Place, P.O. Box 3453, Sunnyvale, California 94088-3453 (hereinafter called "AMD").

SETTLEMENT AGREEMENT, RELEASE, AND PATENT CROSS-LICENSE BETWEEN INTERGRAPH AND HEWLETT-PACKARD
Settlement Agreement • January 24th, 2005 • Intergraph Corp • Services-computer integrated systems design • Delaware

This Settlement Agreement, Release, and Patent Cross-License ("AGREEMENT"), effective as of January 21, 2005 (the "EFFECTIVE DATE"), is entered into by and among Hewlett-Packard Company ("HP"), a Delaware corporation, on the one hand, and Intergraph Corporation, a Delaware corporation, and Intergraph Hardware Technologies Company ("IHTC"), a Nevada corporation, on the other hand. Intergraph Corporation and IHTC shall be referred to collectively hereinafter as "INTERGRAPH." HP and INTERGRAPH may each be referred to individually as a "PARTY" and collectively as the "PARTIES."

EXECUTIVE OFFICER LOAN AGREEMENT --------------------------------
Executive Officer Loan Agreement • March 26th, 1997 • Intergraph Corp • Services-computer integrated systems design

This Agreement is between _________________________ ("the Borrower") and Intergraph Corporation ("Intergraph"). The Borrower hereby agrees to all of the terms and conditions contained in this Agreement.

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 14th, 2006 • Intergraph Corp • Services-computer integrated systems design • Alabama

THIS EMPLOYMENT AGREEMENT, originally dated as of June 12, 2003, and amended and restated effective as of May 27, 2005 and as of December 19, 2005 (the "Agreement"), is by and between Intergraph Corporation, a Delaware corporation (the "Company"), and R. Halsey Wise (the "Executive").

PATENT LICENSE AGREEMENT
Patent License Agreement • April 6th, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware

THIS PATENT LICENSE AGREEMENT (hereinafter "Agreement") is made effective March 24, 2006 (hereinafter "Effective Date"), by and between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC") on one hand, and Sony Corporation, a Japanese company (hereinafter "Sony") on the other.

c/o Hellman & Friedman One Maritime Plaza, 12th Floor San Francisco, CA 94111 c/o Texas Pacific Group Fort Worth, TX 76102 Re: Agreement and Plan of Merger (the “Agreement”), dated as of August 31, 2006, by and among Cobalt Holding Company (“Parent”),...
Intergraph Corp • October 26th, 2006 • Services-computer integrated systems design • Texas

In connection with the Agreement, subject to the terms and conditions set forth herein, and in consideration of and in reliance on the representations and covenants of Parent and Merger Sub herein contained, the Company hereby:

PATENT LICENSE AGREEMENT
Patent License Agreement • April 27th, 2006 • Intergraph Corp • Services-computer integrated systems design • Delaware

THIS PATENT LICENSE AGREEMENT (hereinafter "Agreement") is made effective April 21, 2006 (hereinafter "Effective Date"), by and between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC"), and ACER INCORPORATED, a Taiwanese company (hereinafter "ACER").

PATENT LICENSE AGREEMENT
Patent License Agreement • November 14th, 2003 • Intergraph Corp • Services-computer integrated systems design • Delaware

THIS PATENT LICENSE AGREEMENT ("Agreement"), effective September 1, 2003 ("Effective Date"), is between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC") and Texas Instruments Incorporated, a Delaware corporation (hereinafter "TI").

PATENT LICENSE AGREEMENT
Patent License Agreement • September 28th, 2005 • Intergraph Corp • Services-computer integrated systems design

THIS PATENT LICENSE AGREEMENT (hereinafter "Agreement") is made effective September 26, 2005 (hereinafter "Effective Date"), by and between INTERGRAPH HARDWARE TECHNOLOGIES COMPANY, a Nevada Corporation (hereinafter "IHTC") and FUJITSU LIMITED, a Japan corporation (hereinafter "Fujitsu").

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