ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • February 2nd, 2009 • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of February , 2009 (this “Agreement”), is entered into by and among THE PARENT COMPANY, a Colorado corporation (“Parent”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), ETOYS DIRECT 1, LLC, a Delaware limited liability company (“eToys 1”), ETOYS DIRECT 2, LLC, a Delaware limited liability company (“eToys 2”), ETOYS DIRECT 3, LLC, a Delaware limited liability company (“eToys 3”), BABYUNIVERSE, INC., a Colorado corporation (“BabyUniverse”), POSHTOTS, INC., a Colorado corporation (“PoshTots”), DREAMTIME BABY, INC., a Colorado corporation (“Dreamtime”), MY TWINN, INC., a Colorado corporation (“My Twinn”), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (“Gift”, and collectively with Parent, eToys Direct, eToys 1, eToys 2, and eToys 3, BabyUniverse, PoshTots, Dreamtime, and My Twinn, “Sellers”), and [BUYER], a
LEASE AGREEMENTLease Agreement • January 29th, 2020
This Lease Agreement (this “Lease Agreement”) is made and entered into as of the date set forth on the signature page between Rosemont Kirkwood Tower Operating LLC, a Delaware limited liability company, hereinafter referred to as “Landlord”, and KP Engineering, LP a Texas limited partnership, hereinafter referred to as “Tenant”:
SENIOR SECURED SUPER PRIORITY DEBTOR IN POSSESSION CREDIT AGREEMENTCredit Agreement • March 3rd, 2017 • London
AGREEMENT is entered into as of March 3, 2017, among ANSWERS CORPORATION, a Delaware corporation (“Borrower”), ANSWERS HOLDINGS, INC., a Delaware corporation (“Holdings”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as Administrative Agent, Collateral Agent and L/C Issuer, and each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”; each as hereafter further defined).
Case 14-22582-DHS Doc 263 Filed 08/14/14 Entered 08/15/14 00:36:01 Desc Imaged Certificate of Notice Page 1 of 96Asset Purchase Agreement • August 13th, 2014 • New Jersey
and dated as of July 25, 2014 (this “Agreement”), by and between Sassy, Inc., an Illinois corporation (“Seller”), and Sassy 14, LLC, a Delaware limited liability company (“Purchaser”) and Angelcare Monitors, Inc., a Canadian corporation (“Parent”) (solely for purposes of Sections 8.14 and 12.7). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 1.1.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 21st, 2019 • Pennsylvania
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • June 11th, 2013 • Delaware
AMENDED ORDER (I) APPROVING FORM OF OPERATIONS TRANSFER AGREEMENT, (II) AUTHORIZING TRANSFER OF THE OPERATIONS AND RELATED ASSETS OF A CERTAIN FACILITY FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, AND (III) GRANTING RELATED RELIEFOperations Transfer Agreement • September 2nd, 2019
Upon the motion (the “Motion”) of the debtors and debtors in possession (the “Debtors”) in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) for entry of an amended order (this “Amended Order”) (i) approving the form of the Operations Transfer Agreement, (ii) authorizing the transfer of the Assets of the skilled nursing facility known as “Sundance Inn Health
BY AND AMONGAsset Purchase Agreement • February 2nd, 2009 • Delaware
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • February 2nd, 2009 • Delaware
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 24th, 2019 • Delaware
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of June 23, 2019 (the “Effective Date”), is by and between Farids & Co. LLC, a Delaware limited liability company, or its designated Affiliate(s) (“Purchaser”), and Provide Commerce LLC, a Delaware limited liability company (the “Seller”). Certain capitalized terms used in this Agreement that are not otherwise defined are defined in Article I.
EXCHANGE AGREEMENTExchange Agreement • August 19th, 2020 • Delaware
This Exchange Agreement (this “Agreement”), dated as of August [31], 2020, is by and among Bruin E&P Partners, LLC, a Delaware limited liability company (“Bruin”), the undersigned holders of Allowed Notes Claims (the “Class 4 Holders”), the undersigned holders of Allowed General Unsecured Claims Against the Bruin Williston Debtor (the “Class 5B Holders”, together with the Class 4 Holders, the “Unsecured Claimants”), Bruin Blocker LLC, a Delaware limited liability company (“Blocker”), and UMB Bank, N.A., in its capacity as trustee of the Notes Indenture (the “Notes Trustee”). Bruin, the Unsecured Claimants, Blocker and the Notes Trustee are referred to herein as the “Parties” and each a “Party”. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Plan (as defined below).
CLASS ACTION SETTLEMENT AND RELEASE AGREEMENTClass Action Settlement and Release Agreement • January 24th, 2022 • Indiana
This Class Action Settlement and Release Agreement (“Release Agreement”) is entered into this 27th day of January 2022 between Allen Federman, Joanna Castro, and Christopher Bowerman, on behalf of themselves and all others similarly situated (collectively, “Plaintiffs”), and Deborah J. Caruso, not individually but as the chapter 7 trustee of ITT Educational Services, Inc. et al. (“Trustee”). Plaintiffs and the Trustee are each a “Party” and collectively, the “Parties.”
DERIVATIVE CLAIMS PURCHASE AGREEMENTDerivative Claims Purchase Agreement • February 14th, 2022 • Pennsylvania
This Derivative Claims Purchase Agreement (this “Agreement”) is made this day of February, 2022, by and between William Whitfield Gardner (“Buyer”) and Stephen V. Falanga in his capacity as Chapter 11 Trustee (“Trustee”) acting on behalf of Vascular Access Centers,
SETTLEMENT AGREEMENTSettlement Agreement • June 18th, 2015
This Settlement Agreement (“Agreement”) is entered into on June 18, 2015, by and among the following parties acting by and through their respective undersigned counsel: (i) Ira Bodenstein (the “Trustee”), not personally, but as Chapter 7 Trustee for the estate of Peregrine Financial Group, Inc. (“PFG”) in the proceeding captioned In re Peregrine Financial Group, Inc., Case No. 12-B-27488 (the “Bankruptcy Case”), pending in the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”), (ii) U.S. Bank National Association (“U.S. Bank”) and (iii) Brian Pannkuk, Jordan Robinson, Joe Martano, Marcus Ibrahim, William Robert Evans, III, Gurvaneet Randhawa, and Patricia Benvenuto, as well as any additional class representative plaintiffs as are appointed or may be appointed in the future by the District Court in the Customer Class Action (as defined herein) (collectively, the “Customer Representative Plaintiffs”) by and through their respective counsel in th
Sabra LeasesJanuary 29th, 2019
Non‐Debtor Counterparty Non‐Debtor Counterparty Notice Address Contract Name or Description Sabra Texas Holdings II, L.P. 353 N. Clark Street, Suite 2900Chicago, IL 60654Attn: Brandi Healey, Asset Mgr. Master Lease dated January 30, 2015 (“HOLLYWOOD LEASE”) With copy to: Deirdre B. Ruckman Joanne Early Thomas C. ScannellFOLEY GARDERE FOLEY & LARDNER LLP2021 McKinney Avenue, Suite 1600Dallas, TX 75201 Sabra Texas Holdings, L.P. 353 N. Clark Street, Suite 2900Chicago, IL 60654Attn: Brandi Healey, Asset Mgr. Amended and Restated Master Lease (“TRISUN MASTER LEASE”) With copy to: Deirdre B. Ruckman Joanne Early Thomas C. ScannellFOLEY GARDERE FOLEY & LARDNER LLP2021 McKinney Avenue, Suite 1600Dallas, TX 75201 Sabra Texas Holdings, L.P. 353 N. Clark Street, Suite 2900Chicago, IL 60654Attn: Brandi Healey, Asset Mgr. Lease Agreement dated February 11, 2011 (“TRISUN I LEASE”) With copy to: Deirdre B. Ruckman Joanne Early Thomas C. ScannellFOLEY GARDERE FOLEY & LARDNER L
Additional Page - Official Form 206G Schedule G: Executory Contracts (Amended) Section 2. Contracts and unexpired leasesAugust 20th, 2020
General 2. Debtor Party Third Party Name Third Party Address Name of Agreement Term Remaining (Expiration Date) Nature / Purpose 2.1 Cosi, Inc. ADP, LLC One ADP Boulevard, Roseland, NJ 07068 Workforce Now Major Accounts Agreement, dated 06/28/18 until terminated payroll services 2.2 Cosi, Inc. ADP, LLC One ADP Boulevard, Roseland, NJ 07068 Sales Order (Wisely Pay Cards), Quote Number 02=2020-58036-2, dated01/28/20 until terminated payrollcards and paycard services 2.3 Cosi, Inc. ADP, LLC One ADP Boulevard, Roseland, NJ 07068 ADP Workforce Now, Annex J- 2, Payroll Card and Wisely Now Services - Electronic Mandate, effective 01/28/20 until terminated paycards and paycard servcies 2.4 Cosi, Inc. AFA Protective Systems, Inc. Corporate Office, 155 Michael Drive, Syosset, NY 11791; and, National Accounts Division, 150 Wood Road, Ste. 301,Braintree, MA 02184 Insection / Mainenance Contract, dated as of 02/29/16, and Rider dated 06/15/2016 year-to-year renewals
AGREED PROTECTIVE ORDER AND CONFIDENTIALITY AGREEMENTMarch 10th, 2020
WORK FOR HIRE/CONFLICT/CONFIDENTIALITY AGREEMENTConfidentiality Agreement • July 27th, 2016
Any books, articles or graphic materials not related to my employment by Harris Publications, Inc., or its divisions, subsidiaries, or affiliates (HP) or to the activities of HP that are created by me shall be my sole property and may be sold, licensed, leased or otherwise disposed of at my sole discretion.
AGREED ORDER AND SETTLEMENT AGREEMENT RELATED TO MOTION TO ASSUME OAK GROVE COAL MINING LEASENovember 20th, 2018
voluntary petitions for chapter 11 with the United States Bankruptcy Court for the Northern District of Alabama (the “Court”).
SETTLEMENT AGREEMENTSettlement Agreement • March 10th, 2014 • Illinois
This Settlement Agreement (“Agreement”) is entered into on March 7, 2014, by and among the following parties acting by and through their respective undersigned counsel: (i) Ira Bodenstein (the “Trustee”), not personally, but as Chapter 7 Trustee for the estate of Peregrine Financial Group, Inc. (“PFG”) in the proceeding captioned In re Peregrine Financial Group, Inc., Case No. 12-B-27488 (the “Bankruptcy Case”), pending in the United States Bankruptcy Court for the Northern District of Illinois (the “Bankruptcy Court”), (ii) JPMorgan Chase Bank,
REGISTRATION RIGHTS AGREEMENT BY AND AMONGRegistration Rights Agreement • June 23rd, 2019 • New York
This Registration Rights Agreement (this “Agreement”), dated as of July 1, 2019, is by and among Hexion Corporation, a Delaware corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the “Company”), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.
DISTRIBUTION AGREEMENT ANDSettlement Agreement • June 15th, 2009 • California
This Distribution Agreement and Declaration of Trust (the "Agreement) is entered into as of June 15, 2009, by and among QHL Holdings, Fund Ten, LLC, a California limited liability company ("Fund Ten"), Golden State TD Investments, LLC, a California limited liability company ("Golden State"), California TD Investments, LLC, a California limited liability company ("Cal TD"), Fund Ten and Golden State, as co-trustees under this Agreement (hereinafter jointly and severally referred to as the "Trustee"), and Marc Forman and Marc Sobel not in their individual capacities but solely in their capacities as representatives of the "Class " as hereinafter defined (the "Class Representatives") pursuant to the terms of that certain Settlement Agreement dated as of November 11, 2008 (the "Settlement Agreement"), by and among Quality Home Loans, a California Corporation ("QHL") by and through David Gould in his capacity as the duly appointed Chapter 11 Trustee for QHL (the "QHL Trustee"), Fund Ten, Go
Exhibit AOctober 7th, 2020
Description Name Address Method of Service Real Property Lease at 1708Manhattan Blvd. Suite C, Harvey 1708 Manhattan, LLC c/o Jack Stumpf And Associates, Inc 1700 Central Blvd Harvey, LA 70058 First Class Mail Real Estate Lease 53 Perry Street, LLC P.O. Box 400 Newnan, GA 30624 First Class Mail Vendor Acadia Crescent Plaza, LLC Property 0031 004080 P.O. Box 415980 Boston, MA 02241-5980 First Class Mail 12.09.2016 - Aset Purchase Agreement Addevale Family Dentistry, P.C. - Emory (Stuart) Schroeter, D.M.D,Owner 210 Addevale St Griffin, GA 30224 First Class Mail 08.04.2017 - Asset Purchase Agreement Alan J. Stein, D.D.S. & David B. Frankel, D.M.D, P.C. - David B. Frankel, D.M.D. And Dale G. Mayfiel 2450 Lawrenceville Hwy, Ste 100 Decatur, GA 30033 First Class Mail Real Estate Lease Auburndale Monroe LP 5485 Beltline Road, Suite 115 Dallas, TX 75254 First Class Mail Filed Claim Auburndale Monroe Lp c/o Miller & Martin Pllc Attn: M. Craig Smith 832 Georgia Ave, Ste 1200, Chattanooga
ASSET PURCHASE AGREEMENT BY AND AMONGAsset Purchase Agreement • February 2nd, 2009 • Delaware
THIS ASSET PURCHASE AGREEMENT, dated as of January , 2009 (this “Agreement”), is entered into by and among THE PARENT COMPANY, a Colorado corporation (“Parent”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), ETOYS DIRECT 1, LLC, a Delaware limited liability company (“eToys 1”), ETOYS DIRECT 2, LLC, a Delaware limited liability company (“eToys 2”), ETOYS DIRECT 3, LLC, a Delaware limited liability company (“eToys 3”), BABYUNIVERSE, INC., a Colorado corporation (“BabyUniverse”), POSHTOTS, INC., a Colorado corporation (“PoshTots”), DREAMTIME BABY, INC., a Colorado corporation (“Dreamtime”), MY TWINN, INC., a Colorado corporation (“My Twinn”), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (“Gift”, and collectively with Parent, eToys Direct, eToys 1, eToys 2, and eToys 3, BabyUniverse, PoshTots, Dreamtime, and My Twinn, “Sellers”), and VERTICAL AXIS INC., a Barbados company (“Buyer”).
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISIONStipulated Confidentiality Agreement • April 5th, 2023
by and among: (a) the above-captioned debtors and debtors in possession (collectively, the “Debtors”); (b) Jeffrey Dane and Jonathan Foster, in their capacity as the Debtors’ Disinterested
BILL OF SALE AND ASSIGNMENTSale and Assignment • February 2nd, 2009 • Delaware
BILL OF SALE AND ASSIGNMENT, dated as of February , 2009 (this “Bill of Sale and Assignment”), from THE PARENT COMPANY, a Colorado corporation (“Parent”), ETOYS DIRECT, INC., a Colorado corporation (“eToys Direct”), ETOYS DIRECT 1, LLC, a Delaware limited liability company (“eToys 1”), ETOYS DIRECT 2, LLC, a Delaware limited liability company (“eToys 2”), ETOYS DIRECT 3, LLC, a Delaware limited liability company (“eToys 3”), BABYUNIVERSE, INC., a Colorado corporation (“BabyUniverse”), POSHTOTS, INC., a Colorado corporation (“PoshTots”), DREAMTIME BABY, INC., a Colorado corporation (“Dreamtime”), MY TWINN, INC., a Colorado corporation (“My Twinn”), GIFT ACQUISITION, L.L.C., a Delaware limited liability company (“Gift”, and collectively with Parent, eToys Direct, eToys 1, eToys 2, and eToys 3, BabyUniverse, PoshTots, Dreamtime, and My Twinn, “Sellers”), and Ali Wing, Inc., a Delaware corporation (“Buyer”).
Exhibit AJuly 25th, 2019
Debtor Party to Contract Relevant Business Counterparty Counterparty Address Contract Title CureAmount FTD Companies, Inc. FTD, Personal Creations, GourmetFoods Aetna Life InsuranceCompany 151 Farmington AvenueHartford, Connecticut 06156 Master Services Agreement $0.00 FTD Companies, Inc. FTD Batesville Casket Company,Inc. One Batesville BlvdBatesville, IN 47006 Second Amendment to FTD.COM Program Agreement $0.00 Provide Creations, Inc. Personal Creations Crown EquipmentCorporation 10450 Woodward AvenueWoodridge, IL 60517 Short Term Rental Agreement No. RA5257 $0.00 Provide Creations, Inc. Personal Creations Crown EquipmentCorporation 10450 Woodward AvenueWoodridge, IL 60517 Short Term Rental Agreement No. RA9121 $0.00 FTD.COM Inc. FTD Groupon, Inc. 600 West Chicago AvenueChicago, IL60515 Merchant Agreement $0.00 Provide Creations, Inc. Personal Creations ITNH, Inc. 150 Dow StreetManchester, NH 03101 Price & Terms Sheet $26,439.00 Provide Commerce, Inc. Gourmet Foods Taste of Natu
Debtor Counterparty(1) Counterparty Address Description(2) Inception Date(3) Rejection Date(4) 1 245 Park Avenue Property LLC Winick Realty Group LLC 655 3rd Ave, 17th Fl New York, NY 10017 Leasing Agreement 11/1/2012 9/15/2022August 11th, 2022
LIQUIDATING TRUST AGREEMENTLiquidating Trust Agreement • February 10th, 2020 • Delaware
This liquidating trust agreement (this “Agreement”) is made this [•]th day of [•], 2020 by and among PES Holdings, LLC and its affiliated debtors (together, with its successors or assigns, the “Debtors”), and [●] as trustee (the “Trustee”).[ ●] as trustee, [●] as trustee, [●] as trustee, [●]
A Limited Liability PartnershipJune 24th, 2013
ASSET PURCHASE AGREEMENTRelease Agreement • June 7th, 2016 • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of this day of June, 2016, by and between Athlon Sports Communications, Inc. (“Purchaser”), and Sanford P. Rosen, an individual resident of the State of New York (“Seller”), solely in his capacity as assignee for the benefit of creditors of Harris Publications, Inc., a New York corporation (“Harris”).
Additional Page - Official Form 206G Schedule G: Executory Contracts (Amended) Section 2. Contracts and unexpired leasesAugust 20th, 2020
General 2. Debtor Party Third Party Name Third Party Address Name of Agreement Term Remaining (ExpirationDate) Nature / Purpose 2.1 Cosi Restaurant Holdings LLC WGL Energy Services, Inc. 8614 Westwood Center Drive #1200, Vienna,VA 22182 Confirmation Firm Electric Power Supply (Electric Agreement), dated as of 03/16/18 07/2020 electric power supply agreement for Cosi #303 (12th & G), #308(Chevy Chase, #302(1700 Penn), #306 (601Penn), #304 (10th & E) 2.2 Cosi Restaurant Holdings LLC WGL Energy Services, Inc. 8614 Westwood Center Drive #1200, Vienna,VA 22182 Confirmation Firm Gas Supply, commencing as of 04/01/18 7/31/2020 gas supply agreement for Cosi #304 (10th & E), #303 (12th & G), #302 (1700 Penn), #307 (1333H), #305 (15th & K), #306 (601 Penn)
ENGAGEMENT AGREEMENTLetter Agreement • March 30th, 2019 • New York
This letter agreement (this “Agreement”) confirms the terms under which 4 West Holdings, Inc. (collectively with its direct and indirect subsidiaries, the “Company”) has engaged Houlihan Lokey Capital, Inc. (“Houlihan Lokey”), effective as of the date indicated above (the “Effective Date”), as its exclusive financial advisor to provide financial advisory and investment banking services in connection with a financial restructuring or reorganization of, one or more merger and / or acquisition transactions involving and / or one or more financing transactions for the Company and with respect to such other financial matters as to which the Company and Houlihan Lokey may agree in writing during the term of this Agreement.
Exhibit AMarch 1st, 2016
EXHIBIT AAugust 4th, 2020
Description Name Address Method of Service Amendment Casto Lifestyle Properties LP 250 Civic Center Dr Columbus, OH 43215 First Class Mail Contract Commercial Real Estate Lending, LP Attn: Legal Dept 110 East 59th St, 6th Fl New York, NY 10022 First Class Mail Contract Fashion Mall Partners, LP c/o Ms Management Assoc Inc National City Center 115 W Washington Indianapolis, IN 46204 First Class Mail Contract Garner, Inc 56 Top Gallant Rd Stamford, CT 6902 First Class Mail Lease Agreement Casto Lifestyle Properties LP 250 Civic Center Dr Columbus, OH 43215 First Class Mail Lease Agreement Casto Lifestyle Properties LP 250 Civic Center Dr Columbus, OH 43215 First Class Mail Lease Agreement Chelsea Financing Partnership, LP c/o Simon Property Group Attention: Premium Outlets 225 West Washington St Indianapolis, IN 46204-3438 First Class Mail Lease Agreement Chelsea Property Group 105 Eisenhower Pkwy Roseland, NJ 07068 First Class Mail Lease Agreement Fashion Mall Part
