0000950133-05-003060 Sample Contracts

HALIFAX CORPORATION AMENDMENT TO 8% PROMISSORY NOTES
Agreement • July 14th, 2005 • Halifax Corp • Services-computer programming, data processing, etc.

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) the ARCH C. SCURLOCK CHILDREN’S TRUST, dated December 9, 2003 (the “Trust”).

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HALIFAX CORPORATION AMENDMENT TO 8% PROMISSORY NOTES
Agreement • July 14th, 2005 • Halifax Corp • Services-computer programming, data processing, etc.

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) Nancy Morrison Scurlock (“Scurlock”).

HALIFAX CORPORATION AMENDMENT TO 7% SUBORDINATED DEBENTURE
Halifax Corp • July 14th, 2005 • Services-computer programming, data processing, etc.

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) the ARCH C. SCURLOCK CHILDREN’S TRUST, dated December 9, 2003 (the “Trust”).

ASSET PURCHASE AGREEMENT BY AND AMONG INDUS CORPORATION, INDUS SECURE NETWORK SOLUTIONS, LLC, AND HALIFAX CORPORATION Dated as of June 30, 2005
Asset Purchase Agreement • July 14th, 2005 • Halifax Corp • Services-computer programming, data processing, etc. • Virginia

ASSET PURCHASE AGREEMENT, dated as of June 30, 2005 (this “Agreement”), by and among INDUS Corporation, a Virginia corporation (“Parent”), INDUS Secure Network Solutions, LLC, a Virginia limited liability company and a wholly-owned subsidiary of Parent (the “Buyer”), and Halifax Corporation, a Virginia corporation (the “Seller”). Certain capitalized terms in this Agreement are defined in Section 8.1 hereof.

HALIFAX CORPORATION AMENDMENT TO 7% SUBORDINATED DEBENTURE
Halifax Corp • July 14th, 2005 • Services-computer programming, data processing, etc.

THIS AGREEMENT is made and entered into, effective for all purposes and in all respects as of the 29th day of June 2005 by and between (i) HALIFAX CORPORATION, a Virginia corporation (the “Company”) and (ii) Nancy Morrison Scurlock (“Scurlock”).

SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 14th, 2005 • Halifax Corp • Services-computer programming, data processing, etc. • Maryland

It is hereby agreed as of the 29th day of June, 2005, by and between HALIFAX CORPORATION, a Virginia corporation (“Halifax”), HALIFAX ENGINEERING, INC., a Virginia corporation (“Engineering”), MICROSERV LLC, a Delaware limited liability company (“Microserv”) and HALIFAX ALPHANATIONAL ACQUISITION, INC., a Delaware corporation (“AlphaNational”; collectively with Halifax, Engineering and Microserv, “Borrower”), and PROVIDENT BANK, a Maryland banking corporation (“Bank”), of Baltimore, Maryland, and the successor by merger to Southern Financial Bank that this Second Amended and Restated Loan and Security Agreement (the “Agreement”) combines, amends and replaces the Amended and Restated Loan and Security Agreement dated November 8, 2004, Security Agreement dated as of March 6, 2002, Change in Terms Agreements dated as of March 12, 2002 and April 3, 2003, ARTS Security and Finance Agreement dated as of September 9, 2003 and the Amended and Restated Loan and Security Agreement dated November

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