Baker & Hostetler Sample Contracts

Amended and Restated Receivables Purchase Agreement (June 3rd, 2011)
Receivables Purchase Agreement (June 3rd, 2009)

Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

Aei Income & Growth Fund 25 Llc – Contract (December 22nd, 2005)

(The Above Space for Recorder's Use Only) ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY THIS ASSIGNMENT AND ASSUMPTION OF LEASE AND GUARANTY ("Assignment") is made and entered into this 22 day of November, 2005 by and among LAFAYETTE VILLAGE, L.L.C., a Virginia limited liability company ("Assignor") and AEI AEI INCOME & GROWTH FUND 25 LLC, a Delaware limited liability company ("Assignee"). RECITALS WHEREAS, Captec Ster Aurora, LLC, a Illinois limited liability company (collectively "Tenant") is the tenant under that certain lease, dated as of October 14, 1999 (as the same may have been modified, supplemented, amended or assigned, the "Lease"), between Duke-Weeks Realty Limited Partnership, an Indiana limited partnership ("Original Landlord") and Tenant and pursuant to which Lease, Tenant leases that certain premises described on Exhibit A attached hereto and incorporated herein by this r

Galaxy Nutritional Foods Inc – Contract (October 4th, 2005)

NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of this 28th day of September, 2005, by and between Galaxy Nutritional Foods, Inc., a Delaware corporation (the "Company"), and SRB Greenway Offshore Operating Fund, L.P. (the "Investor"). WHEREAS, the Company desires to issue and sell to selected "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Note and Warrant (as those terms are defined below). WHEREAS, the Investor has agreed to loan to the Company the Loan Amount (as defined below) (the "Loan") pursuant to the terms and conditions set forth herein and in the Note. WHEREAS, the Investor acknowledges that the Company is entering into other Note and Warrant Purchase Agreements substantially similar to this Agreement (the "Other Purchase Agreements") and offering notes and warrants substantially similar to the Note and Warrant i

Galaxy Nutritional Foods Inc – Contract (September 16th, 2005)

NOTE AND WARRANT PURCHASE AGREEMENT THIS NOTE AND WARRANT PURCHASE AGREEMENT (the "Agreement") is made as of this 12th day of September, 2005, by and between Galaxy Nutritional Foods, Inc., a Delaware corporation (the "Company"), and Frederick A. DeLuca (the "Investor"). WHEREAS, the Company desires to issue and sell to selected "accredited investors" as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Note and Warrant (as those terms are defined below). WHEREAS, the Investor has agreed to loan to the Company the Loan Amount (as defined below) (the "Loan") pursuant to the terms and conditions set forth herein and in the Note. WHEREAS, the Investor acknowledges that the Company is offering notes and warrants similar to the Note and Warrant issued pursuant to this Agreement to other "accredited investors" making loans to the Company. NOW, THEREFORE, for good and valuable consideration, the receipt and su

Galaxy Nutritional Foods Inc – Contract (July 26th, 2005)

Execution Copy -------------- TERMINATION, SETTLEMENT AND RELEASE AGREEMENT THIS TERMINATION, SETTLEMENT AND RELEASE AGREEMENT (this "Agreement") is entered into as of this 20th day of July, 2005 but is effective as of February 15, 2005 (the "Effective Date") between Galaxy Nutritional Foods, Inc., a Delaware corporation ("Galaxy"), and Fromageries Bel, S.A., a French corporation ("Distributor") (each of Galaxy and Distributor is hereinafter sometimes referred to as a "Party" and both are sometimes hereinafter, collectively, referred to herein as the "Parties"), as follows: Recitals WHEREAS, the Parties are party to that certain Master Distribution and License Agreement entered into as of May 22, 2003 and certain other arrangements and understandings, whether written or oral (collectively, the "Prior Agreement"), wherein the parties set forth the terms

Contract (April 8th, 2005)

CONTRIBUTION AND SALE AGREEMENT BETWEEN THE PARTIES LISTED ON EXHIBIT A ATTACHED HERETO, AS SELLERS AND CEDAR SHOPPING CENTERS PARTNERSHIP, L.P., AS BUYER DATED FEBRUARY 3, 2005 TABLE OF CONTENTS Page ---- ARTICLE I: Sale and Purchase.........................................2 ARTICLE II: Consideration.............................................2 ARTICLE III: Title Matters.............................................8 ARTICLE IV: Closing Date.............................................10 ARTICLE V: Debt Assumption; Buffalo Broad Release...................11 ARTICLE VI: Representations and Warranties of Seller

First Financial Bancorp. – Contract (September 24th, 2004)

Exhibit 10.1 EMPLOYMENT AND NON-COMPETITION AGREEMENT This agreement (this "AGREEMENT") is made September 21, 2004, between First Financial Bancorp., an Ohio corporation (the "COMPANY"), and Claude E. Davis ("EMPLOYEE"). The Company and Employee (the "PARTIES") hereby agree as follows: ss.1. Employment. The Company hereby employs Employee, and Employee hereby accepts employment with the Company, upon the terms and subject to the conditions described in this Agreement. ss.2. Term. Employee's employment with the Company pursuant to this Agreement shall begin on October 1, 2004 (the "COMMENCEMENT DATE") and shall end on the first anniversary of the Commencement Date (the "INITIAL TERM"), unless sooner terminated pursuant to ss.6 of this Agreement. The term of this Agreement shall renew automatically for successive one-year periods after the Initial Term (the "RENEWAL TERMS"), unless and until terminated pursuant to ss.6 of this Agreement. When permi

Galaxy Nutritional Foods Inc – Contract (May 11th, 2004)

SETTLEMENT AGREEMENT This Settlement Agreement is entered into this 6th day of May, 2004, by and between Schreiber Foods, Inc. (hereinafter referred to as "Schreiber") and Galaxy Nutritional Foods, Inc. (hereinafter referred to as "Galaxy"). Whereas, Schreiber and Galaxy are currently involved in a certain Lawsuit known as Schreiber Foods, Inc. v. Galaxy Nutritional Foods, Inc., Case No. 02-C-00498, pending in the United States District Court for the Eastern District of Wisconsin, Green Bay Division ("the Lawsuit"); Whereas, Schreiber and Galaxy wish to avoid the further burden and expense of the Lawsuit, and wish to resolve and conclude the Lawsuit and other disputes that may exist between them; Whereas, in agreeing to the terms herein, Schreiber has taken into account circumstances unique to Galaxy and as a result, the Agreement reflects terms that Schreiber would not be willing to offer to other companies that have used the types of machines at issue in t

AmeriGas Partners, L.P. – Contract (October 16th, 2003)

Page ---- ARTICLE I DEFINITIONS.......................................................................... 1 Section 1.1 Definitions................................................................. 1 Section 1.2 Construction................................................................ 6 ARTICLE II PURCHASE AND SALE................................................................... 6 Section 2.1 Purchase and Sale of Assets................................................. 6 Section 2.2 Excluded Assets............................................................. 8 Section 2.3 Assumed Liabilities......................................................... 9 Section 2.4 Excluded Liabilities...........................

Galaxy Nutritional Foods Inc – Contract (June 2nd, 2003)

SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of May 21, 2003, by and between Galaxy Nutritional Foods, Inc., a Delaware corporation, with its principal place of business at 2441 Viscount Row, Orlando, FL 32809 (the "Company"), and Fred DeLuca, whose address is 325 Bic Drive, Milford, CT 06460 (the "Buyer"). PRELIMINARY STATEMENTS A. The Company has authorized the sale of a certain number of shares of the Company's common stock, par value $0.01 per share (the "Common Stock") on the terms and subject to the conditions set forth in this Agreement; B. The Company and Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Rule 506 under Regulation D ("Regulation D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (t

Boykin Lodging Co – Underwriting Agreement (October 4th, 2002)
Stoneridge, Inc. – Purchase Agreement (May 7th, 2002)
Waxman Industries – Contract (February 27th, 2002)

TABLE OF CONTENTS PAGE ---- I. DEFINITIONS............................................................................................1 1.1 ACCOUNTING TERMS................................................................................1 1.2 GENERAL TERMS...................................................................................1 1.3 UNIFORM COMMERCIAL CODE TERMS..................................................................16 1.4 CERTAIN MATTERS OF CONSTRUCTION................................................................16 II. ADVANCES, PAYMENTS..............................

Metatec Inc – Contract (February 15th, 2002)

PAGE ---- 1. The Loans 4 1.1 Extensions of Credit...............................................................................4 1.2 Loan Commitment...................................................................................4 1.3 Revolving Loan.....................................................................................5 1.4 The Term Loan......................................................................................9 1.4.1 The Second Term Loan 10 1.5 Administrative Agent as Joint Creditor..........................................10 1.6 Federal Tax Refunds; Excess Cash Flow Repayment...................................................11 2. Interest

Colonial Holdings Inc -Cl A – Agreement and Plan of Merger (June 12th, 2001)
Patterson-UTI – Contract (February 16th, 2001)

Page ---- ARTICLE I THE MERGER Section 1.1 The Merger.................................................................................1 Section 1.2 Effective Time.............................................................................1 Section 1.3 Effects of the Merger......................................................................2 Section 1.4 Certificate of Incorporation...............................................................2 Section 1.5 Bylaws.....................................................................................2 Section 1.6 Directors..................................................................................2 Section 1.7 Conversion of Securities......................................

Sleepmaster Llc – Contract (July 17th, 2000)

Page ---- ARTICLE I DEFINITIONS.......................................................................1 Section 1.1 Defined Terms..........................................................1 Section 1.2 Other Definitional Provisions.........................................26 Section 1.3 Accounting Terms......................................................27 ARTICLE II THE LOANS; AMOUNT AND TERMS.....................................................28 Section 2.1 Revolving Loans.......................................................28 Section 2.2 Tranche A Term Loan...................................................29 Section 2.3 Tranche B Term Loan...................................................31 Section 2.4 Swingline Loans..............

China Natural Resources, Inc. – Acquisition Agreement (July 14th, 2000)
Sleepmaster Llc – Contract (May 12th, 2000)

Page ---- ARTICLE I DEFINITIONS................................................................................................1 Section 1.1 Defined Terms...........................................................................................1 Section 1.2 Other Definitional Provisions..........................................................................26 Section 1.3 Accounting Terms.......................................................................................26 ARTICLE II THE LOANS; AMOUNT AND TERMS............................................................................27 Section 2.1 Revolving Loans........................................................................................27 Section 2.2 Term Loan...................

Ablest – 1 (March 24th, 2000)
Tridex Corp – Stock Purchase Agreement (March 6th, 2000)

(ii) Calculation of Pro Forma Incremental Tax and Tax Gross-Up Payment. If the Election is made, Seller's certified public accountant shall prepare a calculation of each of the Pro Forma Incremental Tax and the Tax Gross-Up Payment, without regard to Seller's NOL's. Seller shall deliver the calculations to Purchaser. (iii) Acceptance of Tax Gross-Up Payment. If Purchaser disputes the correctness of the Tax Gross-Up Payment calculation, Purchaser shall notify the Seller of its objections in writing within ten (10) business days of its receipt of the calculation and shall set forth in reasonable detail the reasons for such objections. If Purchaser fails to deliver such notice of objection within such time period, it shall be deemed to have accepted the Seller's accountant's calculation of the Tax Gross-Up Payment. If Purchaser delivers such notice, Purchaser and Seller shall attempt in good faith to resolve the dispute within thirty (30) days of Seller's receipt of the

PainCare Holdings, Inc. – Asset Purchase Agreement (October 15th, 1999)
Captec Net Lease Realty Inc – Contract (April 22nd, 1999)

Page ARTICLE 1. RECITALS AND DEFINITIONS 1 1.1 Recitals 1 1.2 Definitions 1 ARTICLE 2. FORMATION OF VENTURE 5 2.1 Organization 5 2.2 Venture Name 5 2.3 Representations and Warranties 6 2.4 Purposes and Powers

Ablest – Contract (December 1st, 1998)

Page # ------ ARTICLE 1 - SALE AND PURCHASE; LIABILITIES ASSUMED........................................................................ 1 1.1 ASSET PURCHASE 1.2 ABLEST IT GROUP.................................................................................................. 1 1.3 CONSIDERATION FOR THE ASSETS..................................................................................... 1 (a) Base Purchase Price.......................................................................................... 1 (b) Base Earnout................................................................................................. 1 (c) Additional Earnout........................................................

Metatec Inc – Contract (September 25th, 1998)

SECTION HEADING PAGE 1. The Loans................................................................................................1 1.1 Extensions of Credit............................................................................1 1.2 Loan Commitment.................................................................................1 1.3 Revolving Loan..................................................................................1 1.4 The Term Loan...................................................................................2 2. Interest Rates, Prepayment; Fees and Costs...............................................................4 2.1 Interest Rates....................................................

American Indl Pptys Reit – Page ---- ARTICLE 1 DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE 2 PURCHASE AND SALE OF SHARES; CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.1 Purchase and Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.2 Consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 2.3 Closings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE (August 5th, 1998)

-v- 7 THIS SHARE PURCHASE AGREEMENT (the "Agreement"), dated as of July 30, 1998, is made between American Industrial Properties REIT, a Texas real estate investment trust (the "Trust"), and Developers Diversified Realty Corporation, an Ohio corporation ("Buyer"). RECITALS: WHEREAS, Buyer wishes to purchase from the Trust, and the Trust wishes to sell to Buyer, an aggregate of 6,175,730 of the Trust's common shares of beneficial interest, par value $0.10 per share ("Trust Common Shares"), having the terms set forth in the Third Amended and Restated Declaration of Trust attached as Exhibit A (the "Trust Declaration"), in exchange for the Initial Purchase Price and the Remaining Purchase Price, each as defined herein; and WHEREAS, Buyer and the Trust are entering into this Agreement to provide for such purchase and sale and to establish various rights and obligations in connection with this Agreem

Associated Estates Realty Corporation – Contract (May 29th, 1998)

SCHEDULE OF OWNERSHIP INTERESTS IN DEVELOPMENT PARTNERSHIPS - -------------------------------------------------------------------------------------------------------------- % Ownership % Ownership % Ownership Name of Partner Interest in Hollywood Interest in Kirkman Interest in Pines * --------------- --------------------- ------------------- ------------------- Mig Development Co. 1.00000% 1.00000% 1.00000% Elwood 26.78205% 24.75500% 26.78205% Kalik 26.78205% 24.75500% 26.78205% Wayman 19.53744% 16.95920% 19.53744% Cote

Sunterra – Contract (January 20th, 1998)

Purchase Price to be Paid = Amount Received / Percentage of Equity or Voting by Selling Party Interest in Selling Party Acquired

Carlyle Real Estate Ltd Partnership Xi – Purchase Agreement (January 16th, 1998)
Carlyle Real Estate Ltd Partnership Xii – Purchase Agreement (January 2nd, 1998)
Arden Realty Inc – And Escrow Instructions (December 18th, 1997)
Atlantic Gulf Communities Cp – Employment Agreement (November 26th, 1997)
Winmark Corporation – Asset Purchase Agreement (August 28th, 1997)
Crown Northcorp Inc – Lc Security Agreement (January 24th, 1997)