0001062993-05-000746 Sample Contracts

RAFT RIVER GEOTHERMAL LEASE AND AGREEMENT
Geothermal Lease and Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services

THIS GEOTHERMAL LEASE AND AGREEMENT, (herein sometimes referred to as “Lease”) made and entered as of the 14th day of June, 2002 by and between Sergene Jensen, Personal Representative of the Estate of Harlan B. Jensen hereinafter referred to as “Lessor”, whether one or more, and U.S. GEOTHERMAL Inc., an Idaho corporation, hereinafter referred to as “Lessee”;

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FIRM ENERGY SALES AGREEMENT (10 aMW or Less) RAFT RIVER GEOTHERMAL POWER PLANT Project Number: 31765155
Energy Sales Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho

THIS AGREEMENT, entered into on this 29th day of December 2004 between US GEOTHERMAL INC. an Idaho corporation (Seller), and IDAHO POWER COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as “Parties” or individually as “Party.”

EMPLOYMENT AGREEMENT THIS AGREEMENT made as of the 1st day of January 2004
Employment Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho
ADMINISTRATIVE SERVICES CONTRACT
Administrative Services Contract • April 7th, 2005 • Us Geothermal Inc • Electric services

THIS AGREEMENT made the 1st of January, 2004 between, U.S. GEOTHERMAL INC. (the "Company") of 910 - 885 Dunsmuir Street, Vancouver, British Columbia, V6C 1N5 and NEW DAWN HOLDINGS LTD., ("NDH") of 910 - 885 Dunsmuir Street, Vancouver, British Columbia, V6C 1N5.

FIRST AMENDED AND RESTATED MERGER AGREEMENT
Merger Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho

FIRST AMENDED AND RESTATED MERGER AGREEMENT, dated effective November 20, 2003 (the “First Amendment”), by and among U.S. Cobalt Inc., a Delaware corporation (the “Company”), EverGreen Power Inc., an Idaho corporation and a wholly-owned subsidiary of the Company (“Sub”), U.S. Geothermal Inc., an Idaho corporation (“Geo”), and the stockholders of Geo set forth on the signature pages hereto (collectively, the “Principal Geo Shareholders”). Geo and Sub are sometimes herein collectively referred to as the “Constituent Corporations.”

GEOTHERMAL LEASE AND AGREEMENT
Geothermal Lease and Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho

WHEREAS Lessor is the owner of certain land and geothermal rights situated in Cassia County, in the State of Idaho, which the Parties believe are suited for the development of Hot Water, Steam and Thermal Energy for use as such and/or the conversion of such geothermal energy to the production of electric power, or for any purpose other than the generation of electric power, and

Amendment No. 1 to “Agreement by and between U.S. Geothermal Inc. And Vulcan Power Company” RECITALS
Us Geothermal Inc • April 7th, 2005 • Electric services

WHEREAS, Vulcan Power Company, a Colorado corporation (“Seller”), and U.S. Geothermal Inc., an Idaho corporation (“Buyer”), entered into that certain “Agreement” dated December 3, 2002, concerning certain assets in Cassia County, Idaho, including specifically, the assets referred to by the Agreement in Exhibits A and B (the Seller’s Assets”), and

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho
FIRST AMENDMENT TO PLAN OF MERGER
Plan of Merger • April 7th, 2005 • Us Geothermal Inc • Electric services

This First Amendment (“Amendment”), dated December __, 2003, is to the Plan of Merger dated March 3, 2003 (the “Plan”), between U.S. Geothermal Inc., an Idaho corporation (“Geo”), EverGreen Power Inc., an Idaho corporation (“Subco”) and a wholly-owned subsidiary of U.S. Cobalt Inc., a Delaware corporation (the “USC”), with reference to the following facts:

PLAN OF MERGER
Plan of Merger • April 7th, 2005 • Us Geothermal Inc • Electric services

This PLAN OF MERGER (the "Plan") is entered into as of the ___ day of , 2003 between U.S. Geothermal, Inc., an Idaho corporation ("Geo"), and EverGreen Power Inc., an Idaho corporation ("Subco"), a wholly-owned subsidiary of U.S. Cobalt, Inc., a Delaware corporation ("USC"), with reference to the following facts:

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho
FORM 5D ESCROW AGREEMENT (VALUE SECURITY)
Form 5d Escrow Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • British Columbia

This Agreement is being entered into by the Parties under TSX Venture Exchange (the “Exchange”) Policy 5.4 - Escrow, Vendor Consideration and Resale Restrictions (the “Policy”) in connection with a Qualifying Transaction. The Issuer is a Tier 2 Issuer as described in Policy 2.1 - Minimum Listing Requirements.

EMPLOYMENT AGREEMENT
Employment Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho
GEOTHERMAL LEASE AND AGREEMENT
Geothermal Lease and Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho

WHEREAS Lessor is the owner of certain land and geothermal rights situated in Cassia County, in the State of Idaho, which the Parties believe are suited for the development of Hot Water, Steam and Thermal Energy for use as such and/or the conversion of such geothermal energy to the production of electric power, or for any purpose other than the generation of electric power, and

AGREEMENT Dated as of December 3, 2002 By and Between and Vulcan Power Company
Agreement • April 7th, 2005 • Us Geothermal Inc • Electric services • Idaho

THIS AGREEMENT ("Agreement"), dated December 3, 2002 is by and between U.S. Geothermal, Inc., an Idaho corporation ("Buyer") and Vulcan Power Company, a Colorado corporation ("Seller").

Amendment No. 2 to “Agreement by and between U.S. Geothermal Inc. And Vulcan Power Company RECITALS
Us Geothermal Inc • April 7th, 2005 • Electric services

WHEREAS, Vulcan Power Company, a Colorado corporation (“Seller”), and U.S. Geothermal Inc., an Idaho corporation (“Buyer”), entered into that certain “Agreement” dated December 3, 2002 and amended November 15, 2003, concerning certain assets in Cassia County, Idaho, including specifically, the assets referred to by the Agreement in Exhibits A and B (the Seller’s Assets), and

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