Dechert Sample Contracts

Goldman Sachs Real Estate Diversified Income FundFORM OF INVESTMENT MANAGEMENT AGREEMENT (December 10th, 2019)

This AGREEMENT (this “Agreement”), effective as of the [●] day of [●], [●], is between GOLDMAN SACHS ASSET MANAGEMENT, L.P. (the “Investment Manager”), a limited partnership formed under the laws of the state of Delaware, and GOLDMAN SACHS REAL ESTATE DIVERSIFIED INCOME FUND, a statutory trust organized under the laws of the State of Delaware (the “Fund”).

Goldman Sachs TrustSub-Item 77Q1(g): Copies of Merger or Consolidation Agreements Relating to Sub- Item 77M AGREEMENT AND PLAN OF REORGANIZATION GOLDMAN SACHS INTERNATIONAL SMALL CAP FUND GOLDMAN SACHS INTERNATIONAL SMALL CAP INSIGHTS FUND This Agreement and Plan of ... (June 29th, 2016)

AGREEMENT AND PLAN OF REORGANIZATION GOLDMAN SACHS INTERNATIONAL SMALL CAP FUND GOLDMAN SACHS INTERNATIONAL SMALL CAP INSIGHTS FUND This Agreement and Plan of Reorganization is made as of January 29, 2016 by and between Goldman Sachs Trust, a Delaware statutory trust (Goldman Sachs Trust), on behalf of Goldman Sachs International Small Cap Fund (the Acquired Fund) and Goldman Sachs International Small Cap Insights Fund (the Surviving Fund, and together with the Acquired Fund, the Funds). This agreement is intended to be and is adopted as a plan of reorganization and liquidation (the Plan) within the meaning of Section 368(a)(1) of the United States Internal Revenue Code of 1986, as amended (the Code). The reorganization and liquidation will consist of the transfer of substantially all of the assets of the Acquired Fund to the Surviving Fund in exchange solely for shares of beneficial interest of the Surviving Fund (Surviving Fund Shares) corresponding to the outstanding shares of benef

Morgan Stanley Focus Growth FundItem 77Q - Plan of Reorganization AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of February 27, 2013, by and between THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Company"), a Maryland ... (September 17th, 2014)
Bryn Mawr Bank CorpBryn Mawr Bank Corporation April 25, 2014 (April 25th, 2014)

In consideration of the mutual promises contained in this employment agreement (this “Agreement”) and intending to be legally bound, Bryn Mawr Bank Corporation (the “Corporation”), its wholly owned subsidiary, The Bryn Mawr Trust Company (“the Bank”), and you, Francis J. Leto, agree that you will be employed by the Corporation and the Bank on the following terms and conditions:

Morgan Stanley Select Dimensions Investment SeriesAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of February 27, 2013, by and between THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Company"), a Maryland corporation, on behalf of the GROWTH ... (February 28th, 2014)
Morgan Stanley Select Dimensions Investment SeriesAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of February 27, 2013, by and between THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Company"), a Maryland corporation, on behalf of the GROWTH ... (February 28th, 2014)
Morgan Stanley Select Dimensions Investment SeriesAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of February 27, 2013, by and between THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Company"), a Maryland corporation, on behalf of the GROWTH ... (February 28th, 2014)
Morgan Stanley Select Dimensions Investment SeriesAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of February 27, 2013, by and between THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Company"), a Maryland corporation, on behalf of the CORE PLUS FIXED ... (February 28th, 2014)
Context Capital FundsINVESTMENT ADVISORY AGREEMENT (October 11th, 2013)

AGREEMENT made as of this [ ] day of [ ], 2013 by and between Context Capital Funds, a Delaware statutory trust (the "Trust"), and [Context Capital Advisor LLC], a _____ limited liability company (the "Adviser").

Morgan Stanley Variable Investment SeriesAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of September 27, 2012, by and between MORGAN STANLEY VARIABLE INVESTMENT SERIES (the "Trust"), a Massachusetts business trust, on behalf of the MULTI ... (August 29th, 2013)
Morgan Stanley Variable Investment SeriesAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of September 27, 2012, by and between THE UNIVERSAL INSTITUTIONAL FUNDS, INC. (the "Company"), a Maryland corporation, on behalf of the GLOBAL ... (August 29th, 2013)
Lennox International IncAMENDED AND RESTATED MEMORANDUM OF LEASE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated as of March 22, 2013 by and between LENNOX INTERNATIONAL INC. and BTMU CAPITAL LEASING & FINANCE, INC. and DAVID PARNELL, ... (March 25th, 2013)

This Amended and Restated Memorandum of Lease, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing is made as of March 22, 2013 (this “Memorandum of Lease”), by and between LENNOX INTERNATIONAL INC., as Lessee (together with its successors and assigns, “Lessee”), and BTMU CAPITAL LEASING & FINANCE, INC., a Delaware corporation, as Lessor (together with its successors and assigns, “Lessor”), having an address at 111 Huntington Avenue, Boston, Massachusetts 02199, Attention: Senior Vice President – Portfolio Servicing, to DAVID PARNELL, an individual, as Deed of Trust Trustee (“Deed of Trust Trustee”) for the benefit of Lessor and its successors and assigns.

Apollo Senior Floating Rate Fund Inc.AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT (Apollo Senior Floating Rate Fund Inc.) THIS AMENDMENT NO. 1 AND WAIVER TO THE CREDIT AGREEMENT, dated as of August 16, 2011 (this "Amendment and Waiver"), is entered into by and among Apollo Senior Floating ... (August 25th, 2011)

TO CREDIT AGREEMENT (Apollo Senior Floating Rate Fund Inc.) THIS AMENDMENT NO. 1 AND WAIVER TO THE CREDIT AGREEMENT, dated as of August 16, 2011 (this "Amendment and Waiver"), is entered into by and among Apollo Senior Floating Rate Fund Inc., as the borrower (together with its successors and assigns in such capacity, the "Borrower"), Wells Fargo Bank, National Association, as the lender (together with its successors and assigns in such capacity, the "Lender"), and Wells Fargo Securities, LLC, as the administrative agent (together with its successors and assigns in such capacity, the "Administrative Agent"). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below). R E C I T A L S WHEREAS, the above-named parties have entered into the Credit Agreement dated as of March 24, 2011 (such agreement as amended, modified, supplemented or restated from time to time, the "Credit Agreement"); and WHEREAS, pursu

FBR FundsAGREEMENT AND PLAN OF REORGANIZATION The Board of Trustees (the “Board”) of The FBR Funds, a Delaware statutory trust with its principal place of business at 1001 Nineteenth Street North, Arlington, Virginia (the “Trust”), deems it advisable that FBR ... (December 30th, 2010)
American Assets Trust, Inc.DEL MONTE - POH, LLC, DEL MONTE - DMSJH, LLC, DEL MONTE - KMBC, LLC, and DEL MONTE - DMCH, LLC collectively, as trustor (September 13th, 2010)

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 30th day of June, 2005, by DEL MONTE - POH, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 1”), DEL MONTE - DMSJH, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 2”), DEL MONTE - KMBC, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 3”) and DEL MONTE - DMCH, LLC, a Delaware limited liability company, having an address at 11455 El Camino Real, Suite 200, San Diego, California 92130 (“TIC 4”; TIC 1, TIC 2, TIC 3 and TIC 4 are individually or collectively (as the context requires) referred to herein as “Borrower”), as trustor, in favor of FIRST AMERICAN TITLE INSURANCE COMPANY, a California corporation, having an office at 411 Ivy Street, San Diego, Calif

American Assets Trust, Inc.DEED OF TRUST AND SECURITY AGREEMENT Dated: June 13, 2005 (September 13th, 2010)

THIS DEED OF TRUST AND SECURITY AGREEMENT (this “Security Instrument”) is made as of the 13th day of June, 2005, by LANDMARK VENTURE HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o American Assets, Inc., 11455 El Camino Real, Suite 200, San Diego, California 92130 (“Venture”) and LANDMARK FIREHILL HOLDINGS, LLC, a Delaware limited liability company, having an address at c/o American Assets, Inc., 11455 El Camino Real, Suite 200, San Diego, California 92130 (“Firehill”; Venture and Firehill are individually or collectively (as the context requires) referred to herein as “Borrower”), as trustor, in favor of CHICAGO TITLE COMPANY, a California corporation, having an office at One Kaiser Plaza Suite 745, Oakland, Ca. 94612 (“Trustee”), as trustee, for the benefit of MORGAN STANLEY MORTGAGE CAPITAL INC., a New York corporation, having an address at 1221 Avenue of the Americas, New York, New York 10020 (together with its successors and assigns, “Lender”), as ben

Unigene Laboratories IncAssignment of Mortgage (March 16th, 2010)

KNOW ALL MEN BY THESE PRESENTS, that in consideration of the sum of One Dollar ($1.00) and other valuable consideration, receipt of which is hereby acknowledged, and in connection with the assignment of that certain promissory note dated September 30, 2008, between UNIGENE LABORATORIES, INC., a Delaware corporation authorized to do business in New Jersey (the “Company”), as Maker and JAY LEVY (“Assignor”), or his registered assigns, as Holder, with an initial principal amount of Eight Million, Three Hundred Eighteen Thousand, Seven Hundred Fourteen and 00/100 Dollars ($8,318,714.00), Assignor hereby absolutely grants, assigns, conveys and transfers to JEAN LEVY, or her successors or registered assigns (“Assignee”), all interest in that certain Mortgage and Security Agreement (“Mortgage”) dated July 13, 1999, recorded on August 27, 1999 in Book 7342 at Page 254 of the Essex County Land Records from the Company to Assignor encumbering certain property located in the Township of Fairfield

Ligand Pharmaceuticals IncLetterhead of Dechert LLP] (November 17th, 2008)

We have acted as counsel to Pharmacopeia, Inc., a Delaware corporation (the "Company"), in connection with the transactions described in that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 24, 2008, by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation ("Parent"), Margaux Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub 1"), Latour Acquisition, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent ("Merger Sub 2"), and the Company (such transactions, taken together, the "Mergers"). This opinion is being given in connection with Parent's Registration Statement on Form S-4, as amended, relating to the proposed Mergers pursuant to the Merger Agreement (the "Registration Statement"), to which this opinion appears as an exhibit and which includes the proxy statement relating to the Mergers (the "Proxy Statement"). Capitalized terms not defined herein have the me

Merrill Lynch Mortgage Investors Trust, Series 2007-He3MERRILL LYNCH MORTGAGE INVESTORS, INC., Depositor WILSHIRE CREDIT CORPORATION, Servicer and LASALLE BANK NATIONAL ASSOCIATION, Trustee (June 22nd, 2007)
AmREIT Monthly Income & Growth Fund III LTDWELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF THE J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL PASS-THROUGH CERTIFICATES, SERIES 2005-LDP2 LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT Date: as of September 30, 2005 (April 30th, 2007)

THIS LOAN ASSUMPTION AND SUBSTITUTION AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2005, by and among AMREIT WESTSIDE PLAZA, IP, a Texas limited partnership, having an address of 8 Greenway Plaza, Suite 1000, Houston, Texas 77046 (“Assuming Borrower”) AMREIT MONTHLY INCOME & GROWTH FUND III, LTD., a Texas limited partnership (“MIG III”), and AMREIT, a Texas real estate investment trust (“AmREIT”), each having an address of 8 Greenway Plaza, Suite 1000, Houston, Texas 77046 (MIG III and AmREIT, individually and collectively, if more than one, “Assuming Indemnitor”), SHAFER PLAZA I, LTD., a Texas limited partnership having an address at 3001 Knox Street, Suite 207, Dallas, Texas 75205 (“Original Borrower”), and STEVEN G. SHAFER, having an address at 3907 Gillion, Dallas, Texas (“Original Indemnitor”) in favor of WELLS FARGO BANK, N.A., AS TRUSTEE FOR THE REGISTERED HOLDERS OF THE J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., COMMERCIAL PASS-THROUGH

Lennox International IncMEMORANDUM OF LEASE, DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Dated as of June 22, 2006 by and between LENNOX PROCUREMENT COMPANY INC. and BTMU CAPITAL CORPORATION and JEFFREY L. BELL, as Deed of Trust Trustee ... (June 28th, 2006)

This Memorandum of Lease, Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing is made as of June 22, 2006 (this “Memorandum of Lease”), by and between LENNOX PROCUREMENT COMPANY INC., as Lessee (together with its successors and assigns, “Lessee”), and BTMU CAPITAL CORPORATION, a Delaware corporation, as Lessor (together with its successors and assigns, “Lessor”) to JEFFREY L. BELL, an individual, as Deed of Trust Trustee (“Deed of Trust Trustee”) for the benefit of Lessor and its successors and assigns including, without limitation, the Administrative Agent (as defined below), having an address at 111 Huntington Avenue, Boston, Massachusetts 02199, Attention: Senior Vice President – Portfolio Servicing.

Jp Morgan Mutual Fund Select TrustJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN MUTUAL FUND SELECT TRUST AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between J.P. Morgan Mutual Fund Series, a ... (April 29th, 2005)
Jp Morgan Mutual Fund Select GroupJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN MUTUAL FUND SELECT GROUP AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION ("Agreement") is made as of this 22nd day of November, 2004, by and between J.P. Morgan Mutual Fund Series, ... (April 29th, 2005)
Jp Morgan Series TrustJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN SERIES TRUST AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between J.P. Morgan Mutual Fund Series, a ... (April 29th, 2005)
Jp Morgan Mutual Fund TrustJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN MUTUAL FUND TRUST AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between J.P. Morgan Mutual Fund Series, a ... (April 29th, 2005)
Jp Morgan Institutional FundsJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN INSTITUTIONAL FUNDS AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between J.P. Morgan Mutual Fund Series, a ... (April 29th, 2005)
Jp Morgan Mutual Fund Group/MaJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN MUTUAL FUND GROUP AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between J.P. Morgan Mutual Fund Series, a ... (April 29th, 2005)
Ventures National IncFUNDS ESCROW AGREEMENT (July 7th, 2004)

This Agreement is dated as of the 30th day of March, 2004 among Ventures-National Incorporated d/b/a Titan General Holdings, Inc., a Utah corporation (the "Company") and Laurus Master Fund, Ltd. (the "Purchaser"), and Dechert LLP (the "Escrow Agent"):

Conolog CorpARTICLE I (June 10th, 2004)
Sequiam CorpARTICLE I INTERPRETATION (May 6th, 2004)
Certified Services IncFUNDS ESCROW AGREEMENT (April 23rd, 2004)

This Agreement is dated as of the 15th day of April, 2004 among Certified Services, Inc., a Nevada corporation (the "Company"), Laurus Master Fund, Ltd. (the "Purchaser"), and Dechert LLP (the "Escrow Agent"):

Elinear IncEXHIBIT 10.22 (February 26th, 2004)
Berger Holdings LTDLETTERHEAD OF BAKER & DANIELS] (February 23rd, 2004)

We have been asked to supply this opinion as to Amerimax Richmond Company ("Amerimax Richmond Company"), an Indiana corporation and an indirect wholly-owned subsidiary of Euramax International, Inc. ("Euramax"), in connection with Euramax's and Euramax International Holdings B.V.'s (together with Euramax, the "Registrant") Registration Statement on Form S-4 filed with the Securities and Exchange Commission (file no. 333-110211) (the "Registration Statement"). The Registration Statement concerns the Registrant's offer to exchange new 81/2% Senior Subordinated Notes Due 2011 for all outstanding 81/2% Senior Subordinated Notes Due 2011. Amerimax Richmond Company is both a guarantor of the new notes pursuant to that certain Senior Subordinated Guarantee dated as of August 6, 2003 (the "Guaranty") and is a party to the related Indenture dated as of August 6, 2003 among the Registrant, Amerimax Richmond Company and other guarantor entities, and JPMorgan Chase Bank, as trustee (the "Indenture

Innovative Companies IncFUNDS ESCROW AGREEMENT (February 13th, 2004)

This Agreement is dated as of the 10th day of February, 2004 among Innovative Companies, Inc., a Florida corporation (the “Company”), Laurus Master Fund, Ltd. (the “Purchaser”), and Dechert LLP (the “Escrow Agent”). The Company and Belcher Capital Corporation (“the Subsidiary”) are collectively referred to herein as the “Borrower”).

Numerex Corp /Pa/ARTICLE I INTERPRETATION (January 15th, 2004)