Dechert Sample Contracts

June 22nd, 2007 · Common Contracts · 75 similar
Merrill Lynch Mortgage Investors Trust, Series 2007-He3MERRILL LYNCH MORTGAGE INVESTORS, INC., Depositor WILSHIRE CREDIT CORPORATION, Servicer and LASALLE BANK NATIONAL ASSOCIATION, Trustee
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September 17th, 2014 · Common Contracts · 8 similar
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 ...
April 29th, 2005 · Common Contracts · 8 similar
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 ...
October 11th, 2013 · Common Contracts · 6 similar
Context Capital FundsINVESTMENT ADVISORY AGREEMENT

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").

September 13th, 2010 · Common Contracts · 4 similar
American Assets Trust, Inc.DEL MONTE - POH, LLC, DEL MONTE - DMSJH, LLC, DEL MONTE - KMBC, LLC, and DEL MONTE - DMCH, LLC collectively, as trustor

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

December 10th, 2019 · Common Contracts · 3 similar
Goldman Sachs Real Estate Diversified Income FundFORM OF INVESTMENT MANAGEMENT AGREEMENT

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”).

June 10th, 2004 · Common Contracts · 3 similar
Conolog CorpARTICLE I
December 30th, 2010 · Common Contracts · 3 similar
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 ...
February 16th, 2000 · Common Contracts · 3 similar
Eq Advisors TrustAMENDMENT NO. 4 TO THE CUSTODIAN AGREEMENT

Amendment, dated as of August 30, 1999 ("Amendment"), to the Custodian Agreement dated as of April 14, 1997 ("Original Agreement"), as amended by Amendment No. 1 dated as of December 9, 1997, Amendment No. 2, dated as of December 31, 1998 and Amendment No. 3, dated as of April 30, 1999 (collective the "Agreement") by and between EQ Advisors Trust and The Chase Manhattan Bank.

July 7th, 2004 · Common Contracts · 2 similar
Ventures National IncFUNDS ESCROW AGREEMENT

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"):

June 29th, 2016 · Common Contracts · 2 similar
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 ...

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

March 16th, 2010
Unigene Laboratories IncAssignment of Mortgage

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

April 23rd, 2004
Certified Services IncFUNDS ESCROW AGREEMENT

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"):

February 23rd, 2004
Berger Holdings LTDLETTERHEAD OF BAKER & DANIELS]

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

November 18th, 2002
Ventas IncEXHIBIT 10.2.5 THIS INSTRUMENT PREPARED BY, RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: David W. Forti, Esquire Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 --------------------------------------- ...
December 22nd, 2003
Euramax International IncBAKER & DANIELS 300 North Meridian Street, Suite 2700 Indianapolis, Indiana 46204 (317) 237-0300

We have been asked to supply this opinion as to Amerimax Laminated Products, Inc. ("Amerimax Laminated Products"), 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 Laminated Products 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 Laminated Products and other guarantor entities, and JPMorgan Chase Bank, as trustee (

December 31st, 1997
Glimcher Realty TrustExhibit 10.2 THIS INSTRUMENT PREPARED BY RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Dechert Price & Rhoads 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103-2793 Attention: Joseph B. Heil, Esquire ...
April 25th, 2014
Bryn Mawr Bank CorpBryn Mawr Bank Corporation April 25, 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:

April 30th, 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

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

May 6th, 2004
Sequiam CorpARTICLE I INTERPRETATION
April 23rd, 2002
Bentley Systems IncEXHIBIT 10.24 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (the "Agreement") is entered into as of December 26, 2000 among Bentley Systems, Incorporated, a Delaware corporation (the "Company"), and the several purchasers named in the ...
November 17th, 2008
Ligand Pharmaceuticals IncLetterhead of Dechert LLP]

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

August 22nd, 2000
Vlasic Foods International Inc2- 3 c. If on any Purchase Date the Administrative Agent does not make the requested Borrowing of New Revolving Loans available to the Company, the Administrative Agent shall, as provided in the Participation Agreement, promptly make available to the ...
June 28th, 2006
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 ...

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.

July 11th, 2000
Rite Aid CorpExhibit 10.46 May 2, 2000 Mr. Timothy J. Noonan c/o Paul S. Kimbol, Esquire Dechert Price & Rhoads 1717 Arch Street Philadelphia, PA 19103-2793 Re: Executive Separation Agreement and General Release, dated as of ...
November 18th, 2002
Ventas IncEXHIBIT 10.2.4 THIS INSTRUMENT PREPARED BY, RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: David W. Forti, Esquire Dechert 4000 Bell Atlantic Tower 1717 Arch Street Philadelphia, PA 19103 --------------------------------------- ...
September 13th, 2010
American Assets Trust, Inc.DEED OF TRUST AND SECURITY AGREEMENT Dated: June 13, 2005

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

November 8th, 1999
Patel Sanjay HEXHIBIT V TO SCHEDULE 13D ESCROW AGREEMENT dated as of November 1, 1999 (this "Escrow Agreement") by and among: (i) Dechert Price & Rhoads (as "Escrow Agent"); (ii) Walnut Financial Services, Inc." (which will change its name to "THCG, Inc.") ("Seller"); ...
March 25th, 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, ...

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.

March 15th, 2000
Genomica Corp /De/Exhibit 10.6 SERIES A CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT dated as of February 28, 1997 between Genomica Corporation, a Delaware corporation (the "Company"), and the several purchasers named in the attached Schedule I (individually a ...
August 25th, 2011
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 ...

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