Bryan Cave Sample Contracts

A.S.V., Llc – Accounting Terms1 General Terms2 Uniform Commercial Code Terms39 Certain Matters of Construction39 Revolving Advances40 Procedures for Requesting Revolving Advances; Procedures for Selection of Applicable Interest Rates for All Advances41 Term Loan43 Swing Loans44 Disbursement of Advance Proceeds45 Making and Settlement of Advances45 Maximum Advances47 Manner and Repayment of Advances47 Repayment of Excess Advances49 Statement of Account49 Letters of Credit49 Issuance of Letters of Credit50 Requirements for Issuance of Letters of Credit50 Disbursements, Reimbursement51 Repayment of Participati (December 28th, 2017)
Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (December 5th, 2017)
Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (December 5th, 2017)
Contract (December 5th, 2017)
Steadfast Apartment REIT, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 10-11-2017) (December 5th, 2017)
Forum Merger Corp – REVOLVING LOAN CREDIT AGREEMENT Dated as of June 20, 2017, Among C1 INTERMEDIATE CORP., as Holdings CONVERGEONE HOLDINGS CORP., as the Lead Borrower, CONVERGEONE, INC., as a Borrower, the Other Borrowers From Time to Time Party Thereto as Borrowers THE LENDERS PARTY HERETO and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Administrative Agent and Collateral Agent Under the Revolving Facility WELLS FARGO BANK, N.A., as Lead Arranger and Bookrunner and WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC, as Floorplan Funding Agent (December 1st, 2017)

This REVOLVING LOAN CREDIT AGREEMENT, dated as of June 20, 2017 (this Agreement), is entered into by and among C1 INTERMEDIATE CORP., a Delaware corporation (Holdings), CONVERGEONE HOLDINGS CORP., a Delaware corporation (the Lead Borrower), CONVERGEONE, INC., a Minnesota corporation (ConvergeOne), the other Borrowers party hereto from time to time as Borrowers (together with the Lead Borrower and ConvergeOne, each a Borrower and collectively, the Borrowers), the Lenders (as defined herein), WELLS FARGO COMMERCIAL DISTRIBUTION FINANCE, LLC (CDF), as Administrative Agent (as defined herein) for the Lenders (as defined herein), CDF, as Collateral Agent, (as defined herein), WELLS FARGO BANK, N.A., as Arranger and Bookrunner (each as defined herein) and CDF as Floorplan Funding Agent (as defined herein). Capitalized terms used herein has the meanings set forth in Article I.

Berry Plastics Group Inc. – Incremental Assumption Agreement (November 21st, 2017)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of August 10, 2017, is among BERRY GLOBAL, INC. (formerly known as Berry Plastics Corporation), a Delaware corporation (the "Borrower"), BERRY GLOBAL GROUP, INC. (formerly known as Berry Plastics Group, Inc.), a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Wells Fargo Bank, National Association, as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term M Loans (in such capacity, the "Initial Term M Lender"), Wells Fargo Bank, National Association, as an Incremental Term Lender with respect to the Term N Loans (in such capacity, the "Initial Term N Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the

Berry Plastics Group Inc. – Incremental Assumption Agreement (November 21st, 2017)

THIS INCREMENTAL ASSUMPTION AGREEMENT (this "Agreement"), dated as of February 10, 2017, is among BERRY PLASTICS CORPORATION, a Delaware corporation (the "Borrower"), BERRY PLASTICS GROUP, INC., a Delaware corporation ("Holdings"), each Subsidiary of the Borrower listed on the signature pages hereto (together with Holdings and Borrower, the "Loan Parties"), Citibank, N.A., as an Incremental Term Lender (as defined in the Credit Agreement referred to below) with respect to the Term K Loans (in such capacity, the "Initial Term K Lender"), Citibank, N.A., as an Incremental Term Lender with respect to the Term L Loans (in such capacity, the "Initial Term L Lender"), and Credit Suisse AG, Cayman Islands Branch (formerly known as Credit Suisse, Cayman Islands Branch), as administrative agent (in such capacity, the "Administrative Agent") for the Lenders under the Credit Agreement.

TRANSACTION AGREEMENT by and Among CLOPAY AMES TRUE TEMPER HOLDING CORP., as the Seller; CLOPAY PLASTIC PRODUCTS COMPANY, INC., as the Company; And BERRY GLOBAL, INC., as the Buyer Dated as of November 15, 2017 (November 21st, 2017)

This TRANSACTION AGREEMENT, dated as of November 15, 2017 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this "Agreement"), is by and among Berry Global, Inc., a corporation organized under the Laws of Delaware (the "Buyer"), Clopay Ames True Temper Holding Corp., a corporation organized under the Laws of Delaware (the "Seller"), and Clopay Plastic Products Company, Inc., a corporation organized under the Laws of Delaware (the "Company").

Second Amendment to Second Amended and Restated Credit Agreement (November 21st, 2017)
Magicjack Vocaltec Ltd – AGREEMENT AND PLAN OF MERGER by and Among B. Riley Financial, Inc., B. R. Acquisition Ltd. And magicJack VocalTec Ltd. (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation ("Parent"), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and magicJack VocalTec Ltd., an Israeli corporation (the "Company"). Parent, Merger Sub and the Company are referred to herein collectively as the "Parties." Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

AGREEMENT AND PLAN OF MERGER by and Among B. RILEY FINANCIAL, INC., B. R. ACQUISITION LTD. And MAGICJACK VOCALTEC LTD. Dated as of November 9, 2017 (November 9th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 9, 2017, is made by and among B. Riley Financial, Inc., a Delaware corporation (Parent), B. R. Acquisition Ltd., an Israeli corporation and a wholly-owned subsidiary of Parent (Merger Sub), and MagicJack VocalTec Ltd., an Israeli corporation (the Company). Parent, Merger Sub and the Company are referred to herein collectively as the Parties. Capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in Article 1.

Ocera Therapeutics – AGREEMENT AND PLAN OF MERGER by and Among MAK LLC, MEH ACQUISITION CO., OCERA THERAPEUTICS, INC. And, Solely for Purposes of Section 8.16, MALLINCKRODT PLC Dated as of November 1, 2017 (November 2nd, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 1, 2017, among MAK LLC, a Delaware limited liability company (Parent), MEH Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (Purchaser), Ocera Therapeutics, Inc., a Delaware corporation (the Company), and, solely for purposes of Section 8.16, Mallinckrodt plc, an Irish public limited company (Guarantor).

Ocera Therapeutics – Tender and Support Agreement (November 2nd, 2017)

This Tender and Support Agreement (this Agreement) is made and entered into as of November 1, 2017, by and among MAK LLC, a Delaware limited liability company (Parent), MEH Acquisition Co., a Delaware corporation and direct wholly-owned subsidiary of Parent (Purchaser) and the stockholders of Ocera Therapeutics, Inc., a Delaware corporation (the Company), set forth on Schedule A hereto (each a Stockholder and, collectively the Stockholders, and together with Parent and Purchaser, the parties).

Forestar Group Inc – LETTER OF CREDIT FACILITY AGREEMENT DATED AS OF OCTOBER 5, 2017 AMONG FORESTAR (USA) REAL ESTATE GROUP INC., as Borrower, AND KEYBANK NATIONAL ASSOCIATION, as a Bank, LC Issuer and Agent AND THE OTHER BANKS WHICH MAY BECOME PARTIES TO THIS AGREEMENT AND KEYBANC CAPITAL MARKETS as Sole Arranger and Sole Book Runner (October 10th, 2017)

THIS LETTER OF CREDIT FACILITY AGREEMENT is made as of the 5th day of October, 2017, by and among FORESTAR (USA) REAL ESTATE GROUP INC., a Delaware corporation, as borrower (Borrower), having its principal place of business at 6300 Bee Cave Road, Building Two, Suite 500, Austin, Texas 78746, KEYBANK NATIONAL ASSOCIATION, a national banking association (KeyBank), as Bank, and with the other lending institutions that are or may become parties hereto pursuant to SS16 as lenders (Banks), KEYBANK NATIONAL ASSOCIATION, as administrative agent and its successors and assigns (Agent) for itself, the other Banks and LC Issuers (as hereinafter defined), and KEYBANC CAPITAL MARKETS, as sole arranger and sole bookrunner.

Amendment No. 3 to Investment and Securities Purchase Agreement (October 2nd, 2017)

THIS AMENDMENT NO. 3 TO INVESTMENT AND SECURITIES PURCHASE AGREEMENT, dated September 30, 2017 (this Third Amendment), is between General Moly, Inc., a Delaware corporation, (the Company), and Amer International Group Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China (Purchaser). Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Agreement, as defined below.

Logistics Property Trust Inc. – CREDIT AGREEMENT Dated as of September 18, 2017 Among BCI IV OPERATING PARTNERSHIP LP the Lenders Party Hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent (September 21st, 2017)

CREDIT AGREEMENT (this Agreement) dated as of September 18, 2017 among BCI IV OPERATING PARTNERSHIP LP, a Delaware limited partnership, the LENDERS party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO SECURITIES, LLC, as Joint Lead Arranger and Joint Bookrunner, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arranger and Joint Bookrunner and U.S. BANK NATIONAL ASSOCIATION, as Joint Lead Arranger and Documentation Agent.

Contract (August 17th, 2017)

INCREMENTAL ASSUMPTION AGREEMENT AND AMENDMENT NO. 1 dated as of August 17, 2017 (this "Agreement"), relating to the CREDIT AGREEMENT dated as of January 31, 2017 (as amended, supplemented or otherwise modified prior to the date hereof, the "Credit Agreement"), among TEREX CORPORATION, a Delaware corporation ("Terex"), NEW TEREX HOLDINGS UK LIMITED, with company number 02962659, a limited company organized under the laws of England, TEREX INTERNATIONAL FINANCIAL SERVICES COMPANY UNLIMITED COMPANY, with company number 327184, a company organized under the laws of Ireland, and TEREX AUSTRALIA PTY LTD (ACN 010 671 048), a company organized under the laws of Australia and registered in Queensland, Australia, the Lenders (as defined in Article I of the Credit Agreement), the Issuing Banks (as defined in Article I of the Credit Agreement) and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent (in such capacity, the "Administrative Agent") and as collateral agent (in such capaci

Employment Agreement (August 14th, 2017)

THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 12th day of May, 2017 (the "Effective Date"), between GENERAL MOLY, INC., a Delaware corporation (the "Company"), and AMANDA J. CORRION ("Executive").

Amendment No. 2 to Investment and Securities Purchase Agreement (August 10th, 2017)

THIS AMENDMENT NO. 2 TO INVESTMENT AND SECURITIES PURCHASE AGREEMENT, dated August 7, 2017 (this Second Amendment), is between General Moly, Inc., a Delaware corporation, (the Company), and Amer International Group Co., Ltd., a limited liability company organized under the laws of the Peoples Republic of China (Purchaser). Capitalized terms used, but not defined herein, shall have the meanings assigned to them in the Agreement, as defined below.

7,250,000 Shares HEALTHCARE REALTY TRUST INCORPORATED Common Stock UNDERWRITING AGREEMENT (August 9th, 2017)
FIVE YEAR CREDIT AGREEMENT by and Among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co- Syndication Agents, BANK OF AMERICA, N.A., and WELLS FARGO BANK, N.A., as Co- Documentation Agents, and THE BANK OF NEW YORK MELLON, as Administrative Agent (August 8th, 2017)

FIVE YEAR CREDIT AGREEMENT, dated as of May 18, 2017, by and among CVS HEALTH CORPORATION, a Delaware corporation (the "Borrower"), the lenders party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), BARCLAYS BANK PLC ("Barclays") and JPMORGAN CHASE BANK, N.A., ("JPMC") as co-syndication agents (in such capacity, each a "Co-Syndication Agent" and, collectively, the "Co-Syndication Agents"), BANK OF AMERICA, N.A. ("BofA") and WELLS FARGO BANK, N.A. ("Wells Fargo"), as co-documentation agents (in such capacity, each a "Co-Documentation Agent" and, collectively, the "Co-Documentation Agents"), and THE BANK OF NEW YORK MELLON ("BNY Mellon"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

364-Day CREDIT AGREEMENT by and Among CVS HEALTH CORPORATION, THE LENDERS PARTY HERETO, BANK OF AMERICA, N.A., and WELLS FARGO BANK, N.A., as Co-Syndication Agents, BARCLAYS BANK PLC and JPMORGAN CHASE BANK, N.A., as Co-Documentation Agents, and THE BANK OF NEW YORK MELLON, as Administrative Agent (August 8th, 2017)

364-DAY CREDIT AGREEMENT, dated as of May 18, 2017, by and among CVS HEALTH CORPORATION, a Delaware corporation (the "Borrower"), the lenders party hereto from time to time (each a "Lender" and, collectively, the "Lenders"), BANK OF AMERICA, N.A. ("BofA") and WELLS FARGO BANK, N.A. ("Wells Fargo") as co-syndication agents (in such capacity, each a "Co-Syndication Agent" and, collectively, the "Co-Syndication Agents"), BARCLAYS BANK PLC ("Barclays") and JPMORGAN CHASE BANK, N.A., ("JPMC"), as co-documentation agents (in such capacity, each a "Co-Documentation Agent" and, collectively, the "Co-Documentation Agents"), and THE BANK OF NEW YORK MELLON ("BNY Mellon"), as administrative agent for the Lenders (in such capacity, the "Administrative Agent").

Cannabis Sativa, Inc. – Securities Purchase Agreement (August 1st, 2017)

THIS SECURITIES PURCHASE AGREEMENT (this "Agreement") is made and entered into this 27th day of July, 2017, by and among the Kyle Powers, Rob Tankson and Jeremy Fancher (collectively, "Sellers", or each individually a "Seller"), as the owners of Prestocorp, a Delaware corporation (the "Company"), and Cannabis Sativa. Inc., a Nevada corporation (hereinafter referred to as "CBDS" or the "Buyer"), as follows:

Steadfast Apartment REIT III, Inc. – MULTIFAMILY LOAN AND SECURITY AGREEMENT (Revised 5-5-2017) (July 26th, 2017)
Steadfast Apartment REIT III, Inc. – Purchase and Sale Agreement for Belmar Villas (July 26th, 2017)

THIS PURCHASE AND SALE AGREEMENT FOR BELMAR VILLAS ("Agreement"), dated May 22, 2017, is by and between Seagate Belmar Associates, LLC, a Colorado limited liability company ("Seller"), whose address is c/o Seagate Colorado Partners, LLC, ATTN: Trent Isgrig, 370 17th Street, Suite 4950, Denver, CO 80202, and Steadfast Asset Holdings, Inc., California corporation ("Purchaser"), whose address is 18100 Von Karman, Suite 500, Irvine, CA 92612, ATTN: Ana Marie del Rio.

Membership Interest Purchase Agreement by and Among Ibg Borrower Llc, Iconix Brand Group, Inc., Dhx Media Ltd. And Dhx Ssp Holdings Llc Dated May 9, 2017 (July 21st, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated May 9, 2017 by and among IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (Seller), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (Iconix), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Purchaser), and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (DHX), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement.

Membership Interest Purchase Agreement by and Among Icon Ny Holdings Llc, Ibg Borrower Llc, Iconix Brand Group, Inc., Dhx Media Ltd., and Dhx Ssp Holdings Llc Dated May 9, 2017 (July 21st, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated May 9, 2017 by and among Icon NY Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Peanuts Seller), IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (IBG Seller and, together with Peanuts Seller, the Sellers, and each individually, a Seller), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (Iconix), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Purchaser) and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (DHX), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement

Citizens Community Bancorp, Inc. – SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of May 30, 2017 by and Among CITIZENS COMMUNITY BANCORP, INC. And THE PURCHASER NAMED HEREIN (May 31st, 2017)

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of May 30, 2017 (this Agreement), is by and among Citizens Community Bancorp, Inc., a Maryland corporation (the Company), and each purchaser named on Schedule A (Purchaser).

Citizens Community Bancorp, Inc. – SUBORDINATED NOTE PURCHASE AGREEMENT Dated as of May 30, 2017 by and Among CITIZENS COMMUNITY BANCORP, INC. And THE PURCHASER NAMED HEREIN (May 31st, 2017)

This SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of May 30, 2017 (this Agreement), is by and among Citizens Community Bancorp, Inc., a Maryland corporation (the Company), and each purchaser named on Schedule A (Purchaser).

Membership Interest Purchase Agreement by and Among Ibg Borrower Llc, Iconix Brand Group, Inc., Dhx Media Ltd. And Dhx Ssp Holdings Llc Dated May 9, 2017 (May 24th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated May 9, 2017 by and among IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (Seller), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (Iconix), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Purchaser), and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (DHX), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement.

Membership Interest Purchase Agreement by and Among Icon Ny Holdings Llc, Ibg Borrower Llc, Iconix Brand Group, Inc., Dhx Media Ltd., and Dhx Ssp Holdings Llc Dated May 9, 2017 (May 24th, 2017)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is dated May 9, 2017 by and among Icon NY Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Peanuts Seller), IBG Borrower LLC, a limited liability company organized under the Laws of the State of Delaware (IBG Seller and, together with Peanuts Seller, the Sellers, and each individually, a Seller), and, solely for purposes of Section 3.4 hereof, Iconix Brand Group, Inc., a corporation organized under the Laws of the State of Delaware (Iconix), on the one hand, and DHX SSP Holdings LLC, a limited liability company organized under the Laws of the State of Delaware (Purchaser) and, solely for purposes of Section 3.3 hereof, DHX Media Ltd., a corporation organized under the Laws of Canada (DHX), on the other hand. Unless otherwise expressly provided to the contrary, all capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 1.1 of this Agreement

Recitals (May 9th, 2017)

This Fourth Amended and Restated Credit and Guarantee Agreement amends, restates, replaces and supersedes, in its entirety, without a breach in continuity and without constituting a novation, the Third Amended and Restated Credit and Guarantee Agreement, dated as of April 30, 2013 (as amended to but excluding the Fourth Restatement Closing Date (as defined below), the Existing Credit Agreement), among the Borrower, the subsidiary guarantors party thereto, the lenders party thereto, the other parties thereto and Credit Agricole CIB, as the administrative agent.

Healthcare Realty Trust Incorporated 5,868,697 Shares Sales Agreement (May 5th, 2017)
Contract (May 5th, 2017)

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement"), dated as of October 1, 2012 (the "Effective Date") is entered into by and between Harbinger Group Inc., a Delaware corporation (the "Company"), and Ehsan Zargar ("Executive").