Foster Pepper Sample Contracts

Trupanion Inc. – Real Estate Purchase and Sale Agreement (June 20th, 2018)

This real estate purchase and sale agreement ("Agreement") is made effective as of June 18, 2018 (the "Effective Date"), by and between Benaroya Capital Company, L.L.C. a Washington limited liability company ("Seller"), and Trupanion, Inc, a Delaware Corporation ("Buyer"). Seller and Buyer are Landlord and Tenant under that certain Office Lease dated August 10, 2015 (the "Buyer Lease"). The Seller and Buyer agree as follows:

Coastal Financial Corp – INVESTMENT AGREEMENT Dated as of March 20, 2012 Between COASTAL FINANCIAL CORPORATION and MONTLAKE CAPITAL II, L.P. MONTLAKE CAPITAL IIB, L.P. A Delaware State Limited Partnership (June 19th, 2018)
Coastal Financial Corp – INVESTMENT AGREEMENT Dated as of March 30, 2011 Between COASTAL FINANCIAL CORPORATION and MONTLAKE CAPITAL II, L.P. MONTLAKE CAPITAL IIB, L.P. A Delaware State Limited Partnership (June 19th, 2018)
Ashford Hospitality Prime, Inc. – AGREEMENT OF PURCHASE AND SALE by and Between WASHINGTON REAL ESTATE HOLDINGS, LLC, a Washington Limited Liability Company ("Purchaser") and ASHFORD SEATTLE DOWNTOWN LP, a Delaware Limited Partnership ("Seller") Courtyard Seattle, Seattle, Washington (July 7th, 2016)

THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made as of the Effective Date, by and between Washington Real Estate Holdings, LLC, a Washington limited liability company ("Purchaser"), and Ashford Seattle Downtown LP, a Delaware limited partnership ("Seller").

Erickson Air-Crane Incorporated – Sublease Agreement (August 6th, 2015)

Landlord hereby subleases to Tenant and Tenant hereby accepts from Landlord the premises hereinafter described in the terms and conditions set forth in this Sublease Agreement, hereinafter called "this Lease".

New Senior Investment Group Inc. – Purchase and Sale Agreement (February 26th, 2015)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of December 21, 2014 (the "Effective Date") by and among each Property Seller (each, a "Property Seller" and, collectively, as the context requires, "Property Seller") and each Entity Selling Group (each, an "Entity Selling Group" and, collectively, as the context requires, "Entity Selling Group", and together with Property Seller, "Seller", and each individually, a "Seller") identified on Schedule 1 and Schedule 2, respectively, attached hereto, and NIC ACQUISITIONS LLC, a Delaware limited liability company ("Purchaser", and together with Seller, each a "Party").

Sublease Agreement (October 24th, 2014)

THIS LEASE (the Lease) is made as of November 8, 2002, between 307 WESTLAKE LLC, a Washington limited liability company (the Landlord), and the Tenant named in the Schedule below. The term Project means the building (the Building) and the land (the Land) located at 307 Westlake Avenue North in Seattle, King County, Washington and legally described on Exhibit F attached hereto. Premises means that part of the Project leased to Tenant described in the Schedule and outlined on Exhibit A.

Asset Purchase Agreement (August 15th, 2013)

This Asset Purchase Agreement ("Agreement") is entered into as of this 3rd day of January, 2013 by and between Global Baristas, LLC, a Washington limited liability company ("Buyer"), on the one hand, and TC Global, Inc., a Washington corporation ("Seller"), on the other hand.

Purchase Agreement (January 10th, 2013)

This PURCHASE AGREEMENT (this Agreement) is made and entered into as of January 10, 2013, (the Effective Date) by and among (i) IQE KC, LLC, a Delaware limited liability company (the Asset Buyer), (ii) IQE plc., a public limited company formed under the laws of England and Wales (Buyers Parent or Taiwan Buyer), and (iii) Kopin Corporation, a Delaware corporation (the Seller). Asset Buyer and Taiwan Buyer are sometimes referred to collectively herein as Buyer or Buyers. Seller, KTC (defined below) and Taiwan Owner (defined below) are sometimes referred to herein as the Seller Group.

Chesapeake Lodging Trust – Purchase and Sale Agreement and Joint Escrow Instructions Hyatt Regency Mission Bay Spa and Marina (November 8th, 2012)

THIS PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this "Agreement") is made as of July 31, 2012 (the "Effective Date"), between KENCAL OWNERSHIP LLC and KENCAL OPERATING LLC, each a California limited liability company (collectively "Seller"), and CHSP MISSION BAY LLC, a Delaware limited liability company, or its permitted assigns ("Buyer"), and in consideration of the mutual covenants and conditions contained herein, the parties hereto (together, the "Parties" and each, sometimes, a "Party") hereby agree with each other as follows:

Standard Office Lease (November 5th, 2010)
Premier West Bancorp – PURCHASE AND ASSUMPTION AGREEMENT Dated as of February 19, 2009 Between WACHOVIA BANK, N.A., and PREMIERWEST BANK (May 11th, 2009)

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of February 19, 2009 (Agreement), between Wachovia Bank, N.A. (Seller) and PremierWest Bank (Purchaser). PremierWest Bancorp, an Oregon corporation and parent of Purchaser (Parent), is executing this Agreement solely for purposes of Section 12.6(a).

Settlement Agreement Including Cross-Licensing Agreement (March 12th, 2009)

This Settlement Agreement Including Cross-Licensing Agreement (Settlement Agreement) is between Flow International Corporation, a Washington corporation (Flow) and OMAX Corporation, a Washington corporation (OMAX) and is to be effective as of March 12, 2009.

Second Amended and Restated Agreement and Plan of Merger (March 12th, 2009)

SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the Agreement), dated March 12, 2009 amends and restates in its entirety that Agreement and Plan of Merger dated September 9, 2008, as amended by that First Amendment to Agreement and Plan of Merger dated November 10, 2008 among Flow International Corporation, a Washington corporation (Parent), Orange Acquisition Corporation, a Washington corporation and a wholly-owned subsidiary of Parent (Sub), OMAX Corporation, a Washington corporation (Company), John B. Cheung, John H. Olsen, James M. OConnor and Puget Partners, L.P., the holders of forty-five percent (45%) of the issued and outstanding ownership interests (other than holders of Company Options) in the Company (collectively referred to as the Major Shareholders), and John B. Cheung, Inc., a personal holding corporation owned by John B. Cheung (the Shareholders Representative) as agent and attorney-in-fact for the holders of Company Shares (as defined in Section 2.1).

Second Amended and Restated Agreement and Plan of Merger (March 12th, 2009)

SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the Agreement), dated March 12, 2009 amends and restates in its entirety that Agreement and Plan of Merger dated September 9, 2008, as amended by that First Amendment to Agreement and Plan of Merger dated November 10, 2008 among Flow International Corporation, a Washington corporation (Parent), Orange Acquisition Corporation, a Washington corporation and a wholly-owned subsidiary of Parent (Sub), OMAX Corporation, a Washington corporation (Company), John B. Cheung, John H. Olsen, James M. OConnor and Puget Partners, L.P., the holders of forty-five percent (45%) of the issued and outstanding ownership interests (other than holders of Company Options) in the Company (collectively referred to as the Major Shareholders), and John B. Cheung, Inc., a personal holding corporation owned by John B. Cheung (the Shareholders Representative) as agent and attorney-in-fact for the holders of Company Shares (as defined in Section 2.1).

AmericanWest Capital Trust IV – AMERICANWEST BANCORPORATION as Issuer INDENTURE Dated as of , 2008 WILMINGTON TRUST COMPANY as Trustee FIXED RATE JUNIOR SUBORDINATED DEBT SECURITIES DUE 2038 (May 29th, 2008)

THIS INDENTURE, dated as of , 2008, between AmericanWest Bancorporation, a bank holding company incorporated in Washington (hereinafter sometimes called the Company), and Wilmington Trust Company, a Delaware banking corporation, as trustee (hereinafter sometimes called the Trustee).

AmericanWest Capital Trust IV – AMENDED AND RESTATED DECLARATION OF TRUST OF AMERICANWEST CAPITAL TRUST IV Dated as of [DATE ], 2008 (May 29th, 2008)

AMENDED AND RESTATED DECLARATION OF TRUST (as amended or supplemented from time to time in accordance with the terms hereof, this Declaration), dated and effective as of [DATE ], 2008, by the Trustees (as defined herein), the Administrators (as defined herein), the Sponsor (as defined herein) and the holders from time to time of undivided beneficial interests in the assets of the Trust (as defined herein) to be issued pursuant to this Declaration.

AmericanWest Capital Trust IV – GUARANTEE AGREEMENT AMERICANWEST BANCORPORATION Dated as of [ ,] 2008 (May 29th, 2008)

This GUARANTEE AGREEMENT (the Guarantee), dated as of , 2008, is executed and delivered by AmericanWest Bancorporation, a bank holding company incorporated in Washington (the Guarantor), and Wilmington Trust Company, a Delaware banking corporation, as trustee (the Guarantee Trustee), for the benefit of the Holders (as defined herein) from time to time of the Capital Securities (as defined herein) of AmericanWest Capital Trust IV, a Delaware statutory trust (the Issuer).

LOAN AGREEMENT Among LITHIA MOTORS, INC., THE LENDERS PARTY HERETO FROM TIME TO TIME, and U.S. BANK NATIONAL ASSOCIATION, as Agent Dated as of August 31, 2006 (April 11th, 2008)

This Loan Agreement is entered into as of August 31, 2006, among Lithia Motors, Inc., an Oregon corporation (Borrower), each financial institution listed on the signature pages of this Agreement or which hereafter becomes a party hereto (each a Lender and any two or more, Lenders); and U.S. Bank National Association (U.S. Bank), as agent for the Lenders (in such capacity, Agent).

Premier West Bancorp – AGREEMENT AND PLAN OF REORGANIZATION by and Among PremierWest Bancorp, PremierWest Bank, Stockmans Financial Group and Stockmans Bank (October 22nd, 2007)

This Agreement and Plan of Reorganization is entered into effective this 19th day of October, 2007 (this Agreement), by and among PremierWest Bancorp (Company), PremierWest Bank (Bank), Stockmans Financial Group (Stockmans) and Stockmans Bank (Stockmans Bank).

Hines Real Estate Investment Trust Inc – Real Property Purchase and Sale Agreement Fifth and Bell Building Seattle, Washington (July 16th, 2007)

This Real Property Purchase and Sale Agreement (Agreement) is made and entered into as of this 11th day of May, 2007, by and between HINES REIT PROPERTIES, L.P., a Delaware limited partnership and/or its assigns (Buyer), and TOUCHSTONE SEATTLE VENTURE II, an Illinois general partnership, (formerly named ORIX Touchstone Seattle Venture II) (Seller).

Aims Worldwide Inc – Asset Purchase Agreement (May 4th, 2007)

This Asset Purchase Agreement (this Agreement) is dated as of April 30, 2007 (the Effective Date), by and between Ygnition Networks, Inc., a Washington corporation (Buyer), Prime Time Broadband, Inc., a Florida corporation (Prime Time), Park Square Enterprises, Inc., a Florida corporation (Park Square) and Emerald Island Communications, LLC, a Florida limited liability company (sometimes referred to herein as the Seller LLC or the Seller). The parties acknowledge that Park Square and Prime Time have joined in the execution of this Agreement for the sole purpose of assuming liability, jointly and severally with the Seller LLC, under the indemni ty provisions contained in Section 10 of this Agreement and shall have no other obligations hereunder.

Columbia Banking System, Inc. – PLAN AND AGREEMENT OF MERGER AMONG COLUMBIA BANKING SYSTEM, INC. COLUMBIA STATE BANK AND TOWN CENTER BANCORP TOWN CENTER BANK Dated as of March 28, 2007 (April 5th, 2007)

This Plan and Agreement of Merger (the Agreement), dated as of March 28, 2007, is made by and among COLUMBIA BANKING SYSTEM, INC. (Columbia), COLUMBIA STATE BANK (CB), TOWN CENTER BANCORP (TCB) and TOWN CENTER BANK (the Bank).

Inland Fiber Group Llc – ASSET PURCHASE AGREEMENT Between INLAND FIBER GROUP, LLC, AMERICAN FOREST RESOURCES, LLC and RICHARD L. WENDT Dated as of August 14, 2006 (September 7th, 2006)
Hines Horticulture – Contract (March 28th, 2006)

Exhibit 10.26 FIRST AMENDMENT TO OPTION AGREEMENT ----------------------------------- This First Amendment to Option Agreement ("Amendment"), is dated for reference purposes as of February 28, 2005, is entered into by and between HINES NURSERIES, INC., a California corporation ("Optionor"), and TRIAD COMMUNITIES, L.P., a California limited partnership ("Optionee"). RECITALS -------- A. Optionor and Optionee entered into that certain Option Agreement dated April 30, 2003 ("Option Agreement") whereby Optionor granted to Optionee an option to purchase that certain real property located in the City of Vacaville, County of Solano, State of California, as more particularly described in the Option Agreement ("Property"). B. The parties have agreed to amend the Option Agreement on the terms and conditions set forth in this Agreement. Any initia

Hines Horticulture – Contract (March 28th, 2006)

Exhibit 10.25 OPTION AGREEMENT ---------------- This Option Agreement ("Agreement"), dated for reference purposes as of April 30, 2003, is entered into by and between HINES NURSERIES, INC., a California corporation ("Optionor"), and TRIAD COMMUNITIES, L.P., a California limited partnership ("Optionee"). RECITALS -------- A. Optionor is the owner of certain real property ("Property"), consisting of approximately one hundred sixty-eight (168) gross acres, located in the City of Vacaville ("City"), Solano County ("County"), California, also known as Assessor's Parcel Number 0128-050-070-01, and more particularly described in Exhibit "A" and generally depicted on the Site Plan attached hereto as EXHIBIT "B". The term "Property" as used in this Agreement shall include all rights, entitlements, governmental approvals, privileges, easem

Contract (March 14th, 2006)
Cowlitz Bancorp – COWLITZ BANCORPORATION 12,000 Capital Securities Floating Rate Capital Securities (Liquidation Amount $1,000.00 Per Capital Security) PLACEMENT AGREEMENT (July 6th, 2005)

Cowlitz Bancorporation, a Washington corporation (the "Company"), and its financing subsidiary, Cowlitz Statutory Trust I, a Delaware statutory trust (the "Trust," and hereinafter together with the Company, the "Offerors"), hereby confirm their agreement (this "Agreement") with you as placement agents (the "Placement Agents"), as follows:

Kf Industries Holdings – Securityholders Agreement (May 12th, 2005)

This Securityholders Agreement (the "Agreement") is made and entered into as of November 18, 2004, by and among (a) K&F Parent, Inc., a Delaware corporation (together with its permitted successors, the "Company"), (b) each of the stockholders, optionholders and warrantholders of the Company whose names and addresses are listed on Exhibit A hereto, as the same may be supplemented or amended from time to time (collectively, the "Class A Securityholders," which term shall include any Permitted Transferees thereof), and (c) each of the stockholders of the Company whose names and addresses are listed on Exhibit B hereto, as the same may be supplemented or amended from time to time (collectively, the "Class B Securityholders," which term shall include any Permitted Transferees thereof). The Class A Securityholders and the Class B Securityholders are referred to herein collectively as the "Securityholders."

Subordination and Standstill Agreement (January 27th, 2005)

This SUBORDINATION AND STANDSTILL AGREEMENT (this Agreement) is dated as of the 29 day of September, 2003, by and among HCRI DRUM HILL PROPER TIES, LLC, a Delaware limited liability company (New Borrower), HEALTH CARE REIT, INC., a Delaware corporation (HC REIT), EMERITUS PROPERTIES IX, LLC, a Washington limited liability company (Operating Lessee), EMERITUS CORPORATION, a Washington corporation (Lease Guarantor), JPMORGAN CHASE BANK (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK), AS TRUSTEE FOR THE REGISTERED CERTIFICATE HOLDERS OF CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2000-PS4 (Lender).

Master Agreement Between Owners and Daniel R. Baty Regarding Sale of Al I Assisted Living Portfolio (October 5th, 2004)

This Agreement dated as of this 30th day of September, 2004 is between Daniel R. Baty (Baty, or his permitted assigns, "Buyer") and the Sellers as listed on Schedule 1 hereto (collectively "Sellers" or "Owners"). Buyer desires to acquire the Facilities listed on Schedule 1 (collectively, the "Facilities"). Emeritus Corporation, a Washington corporation ("Emeritus"), Emeritus Management LLC, a Washington limited liability company, and Emeritus Management I LP, a Washington limited partnership (collectively with Emeritus, "Managers"), currently manage the Facilities for Sellers pursuant to the management agreement more particularly described on Exhibit A (the "Management Agreement"), and will continue to operate the facilities after the closing of th e transaction contemplated under this Agreement. Contemporaneously with the execution and delivery of this Agreement, Buyer and Emeritus have entered into that certain purchase, sale, and assignment agreement of even date herewith pursuant t

9022-3751 Quebec Inc. – Contract (September 15th, 2004)

PRINCIPAL AMOUNT OF SECURITIES TO BE PURCHASER PURCHASED Goldman, Sachs & Co........................................... US$ 70,500,000.00 Merrill Lynch, Pierce, Fenner & Smith Incorporated............ 49,500,000.00 RBC Capital Markets Corporation............................... 30,000,000.00 ------------------- Total.................................... US$ 150,000,000.00 ===================

2.875% Convertible Senior Subordinated Notes Due 2014 (July 26th, 2004)

INDENTURE dated as of May 4, 2004 between Lithia Motors, Inc., an Oregon corporation (hereinafter called the Company), having its principal office at 360 East Jackson Street, Medford, Oregon 97501 and U.S. Bank National Association, a national banking association, and its successors and any corporation resulting from or surviving any consolidation or merger, organized under the laws of the United States, as trustee hereunder (hereinafter called the Trustee).

REGISTRATION RIGHTS AGREEMENT Among LITHIA MOTORS, INC. As Issuer, and MORGAN STANLEY & CO. INCORPORATED, STEPHENS INC., RAYMOND JAMES & ASSOCIATES, INC. And JEFFERIES & COMPANY, INC. As Initial Purchasers Dated as of May 4, 2004 (July 26th, 2004)

THIS REGISTRATION RIGHTS AGREEMENT dated as of May 4, 2004 between Lithia Motors, Inc., an Oregon corporation (the Company), and Morgan Stanley & Co. Incorporated, Stephens Inc., Raymond James & Associates, Inc. and Jefferies & Company, Inc. (the Initial Purchasers), is entered into pursuant to the Purchase Agreement dated April 27, 2004 (the Purchase Agreement), among the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to the Initial Purchasers and their direct and indirect transferees the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.

First Mutual Bancshares, Inc. – Real Property Purchase and Sale Agreement (March 30th, 2004)

This Real Property Purchase and Sale Agreement (the "Agreement") is made and entered into as of this 28th day of June, 2002, by and between FIRST MUTUAL BANK, a Washington corporation ("Buyer"), and UNIVERSITY STREET PROPERTIES IV, LLC, a Delaware limited liability company ("Seller").