Integral Systems Inc /Md/ Sample Contracts

CREDIT AGREEMENT Dated as of March 5, 2010 among INTEGRAL SYSTEMS, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The Other Lenders Party Hereto BANC OF AMERICA SECURITIES LLC, as Sole Lead...
Credit Agreement • May 5th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of March 5, 2010 among INTEGRAL SYSTEMS, INC., a Maryland corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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Exhibit 4.2 FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • July 8th, 1999 • Integral Systems Inc /Md/ • Services-computer integrated systems design • New York
EXHIBIT 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 15th, 2000 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
RECITALS --------
Credit Loan Agreement • May 15th, 2002 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Virginia
LEASE BETWEEN
Lease Amendment Agreement • December 29th, 1998 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
LEASE BETWEEN
And Attornment Agreement • August 12th, 1999 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland
RECITALS:
Lease • February 14th, 2000 • Integral Systems Inc /Md/ • Services-computer integrated systems design
EMPLOYMENT AGREEMENT
Employment Agreement • May 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into on the 23rd of October, 2007, to be effective on and as of the 19th of November, 2007 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Jeffrey A. Rosolio (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • August 17th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into effective as of August 31, 2009 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and H. Marshal Ward (the “Executive”).

Contract
Stock Purchase Agreement • May 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of February 29, 2008, by and between FURSA ALTERNATIVE STRATEGIES LLC, a Delaware limited liability company (“Seller”), and INTEGRAL SYSTEMS, INC., a Maryland corporation (“Buyer”).

LEASE AGREEMENT FACING PAGE
Lease Agreement Facing Page • December 14th, 2005 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Colorado

THIS LEASE AGREEMENT FACING PAGE, together with the General Lease Provision and any Riders, Exhibits, Schedules, and Lease Guaranties attached hereto and initialed by the parties, shall constitute the Lease between the Tenant described above, as Tenant, and the Landlord described above, as Landlord, for the Premises described above, made and entered into as of the Lease Date specified above.

EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2007 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS EMPLOYMENT AGREEMENT is entered into on the 30th day of July, 2007 to be effective on and as of the 30th day of May, 2007 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Alan W. Baldwin (the “Executive”).

FORM TIER 1 CHANGE IN CONTROL AGREEMENT
Change in Control Agreement • December 14th, 2006 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

This Change in Control Agreement (this “Agreement”) is hereby entered into as of August , 2006, (the “Effective Date”) by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and (the “Executive”), collectively referred to as the “Parties.”

AGREEMENT OF LEASE by and between COPT ACADEMY RIDGE, LLC and REAL TIME LOGIC, INC. 12515 ACADEMY RIDGE VIEW COLORADO SPRINGS, COLORADO
Agreement of Lease • June 30th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design

THIS AGREEMENT OF LEASE (this “Lease”) made this 26th day of June, 2009 (the “Effective Date”), by and between COPT ACADEMY RIDGE, LLC (the “Landlord”) and REAL TIME LOGIC, INC. (the “Tenant”) , witnesseth that the parties hereby agree as follows:

AMENDMENT #1 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design

THIS AMENDMENT #1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of April, 2008 (the “Effective Date”) by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Jeffrey A. Rosolio (the “Executive”).

FORM TIER 1 TRANSITION BONUS AGREEMENT
Form Tier • December 14th, 2006 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS BONUS AGREEMENT (“Agreement”) is made as of this day of 2006 (the “Effective Date”), by and between , an individual (“EMPLOYEE”), and Integral Systems, Inc., a Maryland corporation (“INTEGRAL” or the “Company”), with reference to the following facts:

AGREEMENT AND RELEASE
Agreement and Release • May 6th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

IT IS HEREBY AGREED by and between Jeffrey A. Rosolio (“Employee”) and Integral Systems, Inc. (“ISI”), for the good and sufficient consideration set forth below, as follows:

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AGREEMENT AND PLAN OF MERGER among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., IRIS MERGER SUB INC., IRIS ACQUISITION SUB LLC, and INTEGRAL SYSTEMS, INC. Dated as of May 15, 2011
Agreement and Plan of Merger • May 19th, 2011 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2011 (this “Agreement”), among KRATOS DEFENSE & SECURITY SOLUTIONS, INC., a Delaware corporation (“Parent”), IRIS MERGER SUB INC., a Maryland corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”), IRIS ACQUISITION SUB LLC, a single member Maryland limited liability company and a direct wholly owned subsidiary of Parent (“Merger LLC”), and INTEGRAL SYSTEMS, INC., a Maryland corporation (the “Company”).

INTEGRAL SYSTEMS, INC. CONTRACT EMPLOYEE SERVICES AGREEMENT
Contract Employee Services Agreement • October 22nd, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

This Agreement is made this 21st day of October 2008 by and between Integral Systems, Inc. (“Client”), with a principal place of business at 5000 Philadelphia Way, Lanham, Maryland 20706 and Pete Gaffney (“Provider”), with a principal place of business at 3155 Catrina Lane, Annapolis, MD 21403.

CHANGE IN CONTROL BONUS AGREEMENT
Change in Control Bonus Agreement • May 12th, 2011 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS CHANGE IN CONTROL BONUS AGREEMENT (this “Agreement”) is made as of April 29, 2011 (the “Effective Date”), between Integral Systems, Inc., a Maryland corporation (the “Company”), and Paul G. Casner, Jr. (“Executive”).

SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement and General Release • July 7th, 2008 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

This Separation Agreement and General Release (hereinafter “Agreement”) is hereby entered into this 2nd day of July, 2008 between Integral Systems, Inc. (hereinafter “the Company”) and Elaine M. Brown (hereinafter “Brown”), who are collectively referred to herein as the “Parties.”

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 9th, 2006 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 3, 2005, by and among Integral Systems, Inc., a Maryland corporation (the “Company”), and Lumistar, LLC, a California limited liability company (the “Stockholder”).

Banc of America Leasing & Capital, LLC Master Lease Agreement Number: 19667-90000
Master Lease Agreement • February 5th, 2009 • Integral Systems Inc /Md/ • Services-computer integrated systems design

This Master Lease Agreement, dated as of January 21, 2009 (this “Agreement”), is by and between Banc of America Leasing & Capital, LLC, a Delaware limited liability company having an office at 11333 McCormick Road, Hunt Valley, MD 21031 (together with its successors and assigns, “Lessor”), and Integral Systems, Inc. as “Lessee”, a corporation existing under the laws of the state of Maryland, and having its chief executive office and any organizational identification number as specified with its execution of this Agreement below. Certain defined terms used herein are identified in bold face and quotation marks throughout this Agreement and in Section 15 below. This Agreement sets forth the terms and conditions for the lease of Equipment between Lessor and Lessee pursuant to one or more “Schedules” incorporating by reference the terms of this Agreement, together with all exhibits, addenda, schedules, certificates, riders and other documents and instruments executed and delivered in conne

AMENDED AND RESTATED REVOLVING LINE OF CREDIT LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 4th, 2007 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Virginia

This Amended and Restated Revolving Line of Credit Loan and Security Agreement is made as of April 30, 2007, by and among Integral Systems, Inc., a Maryland corporation (“Integral”), SAT Corporation, a California corporation (“SAT”), Newpoint Technologies, Inc., a Delaware corporation (“NTI”), Real Time Logic, Inc., a Colorado corporation (“RTL”), and Lumistar, Inc., a Maryland corporation (“Lumistar”, and together with Integral, SAT, NTI and RTL, collectively and individually, and jointly and severally, the “Borrower”), having an address at 5000 Philadelphia Way, Suite A, Lanham, Maryland 20706, and Bank of America, N.A. (the “Lender”).

FOURTH AMENDMENT TO LEASE
To Lease • November 2nd, 2005 • Integral Systems Inc /Md/ • Services-computer integrated systems design

This Fourth Amendment to Lease (“Amendment”) is made this 27th day of October, 2005, by and between: 5000 PHILADELPHIA WAY, LLC, a Delaware limited liability company, and 5200 PHILADELPHIA WAY, LLC, a Delaware limited liability company (collectively, “Landlord”); and INTEGRAL SYSTEMS, INC., a Maryland corporation (“Tenant”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • December 15th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (“Agreement”) is entered into on the 14th of December, 2010 (the “Effective Date”), by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and Christopher B. Roberts (the “Employee”).

AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER
Credit Agreement and Waiver • December 8th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design

This AMENDMENT NO. 1 TO CREDIT AGREEMENT AND WAIVER, dated as of December 8, 2010 (this “Amendment”), is made by and among INTEGRAL SYSTEMS, INC., Maryland corporation (the “Borrower”), EACH LENDER PARTY HERETO, EACH OF THE UNDERSIGNED GUARANTORS and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”), Swing Line Lender and L/C Issuer.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 8th, 2010 • Integral Systems Inc /Md/ • Services-computer integrated systems design • Maryland

THIS INDEMNIFICATION AGREEMENT (this “Agreement”), effective as of , 20 , is made and entered into by and between Integral Systems, Inc., a Maryland corporation (the “Company”), and , a director and/or officer of the Company (“Indemnitee”).

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