Georgia Sample Contracts

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Knight Knox Development Corp. – Indemnification Agreement (September 25th, 2017)

This Indemnification Agreement, dated as of September 20, 2017, is made by and between Artelo Biosciences, Inc., a Nevada corporation (the "Corporation") and Georgia Erbez (the "Indemnitee").

CIRCOR International, Inc. – DEUTSCHE BANK AG NEW YORK BRANCH DEUTSCHE BANK SECURITIES INC. 60 Wall Street New York, New York 10005 SUNTRUST BANK SUNTRUST ROBINSON HUMPHREY, INC. 3333 Peachtree Road Atlanta, Georgia 30326 (September 25th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-RC1 – Mortgage Loan Purchase Agreement (September 22nd, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 28, 2017, between Rialto Mortgage Finance, LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Wells Fargo Commercial Mortgage Trust 2017-RC1 – Mortgage Loan Purchase Agreement (September 22nd, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 28, 2017, between Argentic Real Estate Finance LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Wells Fargo Commercial Mortgage Trust 2017-RC1 – Mortgage Loan Purchase Agreement (September 22nd, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 28, 2017, between National Cooperative Bank, N.A., as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Wells Fargo Commercial Mortgage Trust 2017-RC1 – Mortgage Loan Purchase Agreement (September 22nd, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 28, 2017, between Wells Fargo Bank, National Association, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Wells Fargo Commercial Mortgage Trust 2017-RC1 – Mortgage Loan Purchase Agreement (September 22nd, 2017)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective as of February 28, 2017, between C-III Commercial Mortgage LLC, as seller (in such capacity, together with its successors and permitted assigns hereunder, the "Mortgage Loan Seller" or "Seller"), and Wells Fargo Commercial Mortgage Securities, Inc., as purchaser (in such capacity, together with its successors and permitted assigns hereunder, the "Purchaser").

Ameri Metro, Inc. (formerly Yellowwood) – Business Valuation Report Prepared For: Ameri Metro Inc. (ARMT) (September 21st, 2017)

Investment Advisor RepresentativeProAdvisor Investment Corp/ProAdvisor Capital Management A Registered Investment Advisory Firm1413 W. Market St.York, PA 17404

Cco Holdings Llc – Cross-Reference Table* (September 21st, 2017)

SEVENTH SUPPLEMENTAL INDENTURE dated as of September 18, 2017 (the Supplemental Indenture) among Charter Communications Operating, LLC, a Delaware limited liability company (and any successor Person thereto, CCO), Charter Communications Operating Capital Corp., a Delaware corporation (Capital Corp and, together with CCO, the Issuers), CCO Holdings, LLC, a Delaware limited liability company (CCO Holdings), the subsidiary guarantors party hereto (together with CCO Holdings, the Note Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (and together with its successors in such capacity, the Trustee) and as Collateral Agent (and together with its successors in such capacity, the Collateral Agent).

Ameri Metro, Inc. (formerly Yellowwood) – Master Trustee Agreement (September 21st, 2017)

THIS TRUSTEE AGREEMENT, dated as of 9th day April, 2016, by and between GLOBAL INFRASTRUCTURE FINANCE & DEVELOPMENT AUTHORITY, INC. a Pennsylvania not for profit corporation (the Issuer), and HSRF STATUTORY TRUST AS TRUSTEE , a Wyoming Statuary Trust company (the Trustee), having the authority to exercise corporate trust powers, with a designated corporate trust office located in York Pennsylvania .

Aaron's, Inc. – Sixth Amendment to Loan Facility Agreement (September 21st, 2017)

THIS SIXTH AMENDMENT TO LOAN FACILITY AGREEMENT dated September 18, 2017 (this Amendment) is entered into among Aarons, Inc., a Georgia corporation (the Sponsor), the Guarantors, the Participants party hereto and SunTrust Bank, as Servicer. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Loan Facility Agreement (as defined below).

Georgia Power Co – Georgia Power Company to Wells Fargo Bank, National Association, Trustee First Supplemental Indenture Dated as of September 21, 2017 Series 2017a 5.00% Junior Subordinated Notes Due October 1, 2077 (September 21st, 2017)

THIS FIRST SUPPLEMENTAL INDENTURE is made as of the 21st day of September, 2017, by and between GEORGIA POWER COMPANY, a Georgia corporation, 241 Ralph McGill Blvd., N.E., Atlanta, Georgia 30308 (the "Company"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, 150 East 42nd Street, 40th Floor, New York, New York 10017 (the "Trustee").

Aaron's, Inc. – Amendment No. 4 to Note Purchase Agreement (September 21st, 2017)

Each of AARONS, INC., a Georgia corporation (together with its successors and assigns, the Company), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, AIC, and, together with the Company, collectively, the Issuers), hereby agrees with each Purchaser as follows:

Georgia Power Co – Subordinated Note Indenture Dated as of September 1, 2017 (September 21st, 2017)

THIS SUBORDINATED NOTE INDENTURE is made as of September 1, 2017, between GEORGIA POWER COMPANY, a corporation duly organized and existing under the laws of the State of Georgia (herein called the "Company"), having its principal office at 241 Ralph McGill Blvd., N.E., Atlanta, Georgia 30308, and Wells Fargo Bank, National Association, a national banking association having its principal corporate trust office at 150 East 42nd Street, 40th Floor, New York, New York 10017, as Trustee (herein called the "Trustee").

Aaron's, Inc. – Amendment No. 4 to Note Purchase Agreement (September 21st, 2017)

Each of AARONS, INC., a Georgia corporation (together with its successors and assigns, the Company), and AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, AIC, and, together with the Company, collectively, the Issuers), hereby agrees with each Purchaser as follows:

Aaron's, Inc. – Amendment No. 7 to Note Purchase Agreement (September 21st, 2017)

Each of AARONS, INC., a Georgia corporation (together with its successors and assigns, the Company), AARON INVESTMENT COMPANY, a Delaware corporation (together with its successors and assigns, AIC; and, together with the Company and each Additional Obligor made a party to this Agreement pursuant to the terms of paragraph 5H hereof, collectively, the Obligors), hereby agrees with each Purchaser as follows:

Cco Holdings Llc – Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 4.200% Senior Secured Notes Due 2028 Exchange and Registration Rights Agreement (September 21st, 2017)
Cco Holdings Llc – Charter Communications Operating, Llc Charter Communications Operating Capital Corp. 5.375% Senior Secured Notes Due 2047 Exchange and Registration Rights Agreement (September 21st, 2017)
Aaron's, Inc. – SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT Dated as of September 18, 2017 Among AARONS, INC., as the Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank SUNTRUST ROBINSON HUMPHREY, INC., as a Joint Lead Arranger and Sole Bookrunner BANK OF AMERICA, N.A., BRANCH BANKING AND TRUST COMPANY, FIFTH THIRD BANK and REGIONS BANK, as Joint Lead Arrangers and Co-Syndication Agents CITIZENS BANK, N.A. And JPMORGAN CHASE BANK, N.A., as Co- Documentation Agents (September 21st, 2017)

THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this Agreement) is made and entered into as of September 18, 2017, by and among AARONS, INC., a Georgia corporation (the Borrower), the several banks and other financial institutions from time to time party hereto (the Lenders) and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the Administrative Agent).

Staffing 360 Solutions, Inc. – ASSET PURCHASE AGREEMENT by and Among (September 19th, 2017)

This Asset Purchase Agreement (this "Agreement") is executed and delivered as of September 15, 2017, by and among (i) Staffing 360 Georgia, LLC, a Georgia limited liability company ("Buyer"), (ii) Firstpro Inc., a Georgia corporation ("FPI"), (iii) Firstpro Georgia LLC, a Georgia limited liability company ("FPL" and together with FPI, the "Sellers" and each a "Seller"), April F. Nagel, an individual residing at [REDACTED] ("Mrs. Nagel"), and Philip Nagel, an individual residing at [REDACTED] ("Mr. Nagel" and together with Mrs. Nagel, the "Principals"). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article 8.

Staffing 360 Solutions, Inc. – Amendment No. 8 and Joinder Agreement to Credit and Security Agreement and Limited Consent (September 19th, 2017)

THIS AMENDMENT NO. 8 AND JOINDER AGREEMENT TO CREDIT AND SECURITY AGREEMENT AND LIMITED CONSENT (this "Amendment") is dated as of the 15th day of September, 2017, by and among PEOPLESERVE, INC., a Massachusetts corporation, MONROE STAFFING SERVICES, LLC, a Delaware limited liability company, FARO RECRUITMENT AMERICA, INC., a New York corporation, and LIGHTHOUSE PLACEMENT SERVICES, INC., a Massachusetts corporation, and PEOPLESERVE PRS, INC., a Massachusetts corporation (each of the foregoing Persons being referred to herein individually as a "Existing Borrower", and collectively as "Existing Borrowers") and STAFFING 360 GEORGIA, LLC, a Georgia limited liability company ("New Borrower"; and together with Existing Borrowers and each Subsidiary joining the Credit Agreement as hereinafter defined as a Borrower, individually, each a "Borrower" and collectively, "Borrowers"), STAFFING 360 SOLUTIONS, INC., a Delaware corporation (as "Parent"), and MIDCAP FUNDING X TRUST, a Delaware statutory

Staffing 360 Solutions, Inc. – The Persons Named in Schedule 1 LONGBRIDGE RECRUITMENT 360 LIMITED (September 19th, 2017)
Staffing 360 Solutions, Inc. – Dated as of September 15, 2017 by and Among (September 19th, 2017)
American Midstreampartners Lp – AMERICAN MIDSTREAM PARTNERS, LP AMERICAN MIDSTREAM FINANCE CORPORATION and the Guarantors Named Herein 8.500% SENIOR NOTES DUE 2021 SECOND SUPPLEMENTAL INDENTURE DATED AS OF SEPTEMBER 18, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee (September 19th, 2017)

This SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of September 18, 2017, is among American Midstream Partners, LP, a Delaware limited partnership (the Company), American Midstream Finance Corporation, a Delaware corporation (Finance Corp. and, together with the Company, the Issuers), each of the parties identified under the caption Guarantors on the signature page hereto (the Guarantors) and Wells Fargo Bank, National Association, a national banking association, as Trustee. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

Staffing 360 Solutions, Inc. – Intercreditor Agreement (September 19th, 2017)

THIS INTERCREDITOR AGREEMENT (this "Agreement") is entered into as of September 15, 2017, among JACKSON INVESTMENT GROUP, LLC, a Georgia limited liability company, as purchaser and holder of the Term Note (as defined below) and as secured party under the Term Debt Documents (as defined below) ("Term Note Purchaser"), STAFFING 360 SOLUTIONS, INC., a Delaware corporation ("Parent"), certain of the Parent's subsidiaries party hereto, and MIDCAP FUNDING X TRUST, a Delaware statutory trust and successor by assignment from MidCap Financial Trust, as Agent for the financial institutions or other entities from time to time parties to the ABL Loan Agreement (as hereinafter defined) (acting in such capacity, "Agent"), and as a "Lender" under the ABL Loan Agreement, or such then present holder or holders of the ABL Loans (as hereinafter defined) as may from time to time exist (as the "Lenders" under the ABL Loan Agreement; collectively with the Agent, the "ABL Lenders"). Reference in this Agreem

Mississippi Power Co – Mississippi Power Company Promissory Note (September 18th, 2017)

FOR VALUE RECEIVED, MISSISSIPPI POWER COMPANY, a Mississippi corporation (the "Borrower"), hereby promises to pay on or before the earlier of (i) December 31, 2017 or (ii) five (5) business days after the date that the Borrower receives an income tax refund from the United States federal government equal to or greater than the principal amount outstanding hereunder (the "Final Maturity Date"), to THE SOUTHERN COMPANY, a Delaware corporation (the "Holder"), the principal sum of up to ONE HUNDRED AND FIFTY MILLION DOLLARS ($150,000,000), together with interest on the principal amount, all as indicated in the records of the Holder and on the grid attached hereto.

Goldman Sachs Middle Market Lending Corp. – SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of September 11, 2017 Among GOLDMAN SACHS MIDDLE MARKET LENDING CORP. As Borrower the LENDERS Party Hereto and SUNTRUST BANK as Administrative Agent SUNTRUST ROBINSON HUMPHREY, INC. As a Joint Lead Arranger and a Joint Book Runner MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as a Joint Lead Arranger and a Joint Book Runner and BANK OF AMERICA, N.A. As Syndication Agent (September 14th, 2017)

SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of September 11, 2017 (this Agreement), among GOLDMAN SACHS MIDDLE MARKET LENDING CORP., a Delaware corporation (the Borrower), the LENDERS party hereto, and SUNTRUST BANK, as Administrative Agent.

Authentidate Holding Corp. – Authentidate Holding Corp. 2225 Centennial Drive Gainesville, GA 30504 (September 14th, 2017)

I am very pleased to confirm our offer to you of employment with Authentidate Holding Corp., a Delaware corporation (the "Company"), for the position of Chief Financial Officer and Treasurer, reporting to the Company's Chief Executive Officer, its Board of Directors (the "Board") and the Audit Committee of the Board. As Chief Financial Officer of the Company, you shall also be the Company's principal accounting officer. The commencement of your employment (the "Start Date") will be as of September 11, 2017. Throughout this employment offer letter (the "Employment Letter"), the terms "you" or "Employee" shall refer to Michael J. Poelking. The terms of our offer are as follows:

Authentidate Holding Corp. – Authentidate Holding Corp. 2225 Centennial Drive Gainesville, GA 30504 (September 14th, 2017)

I am very pleased to confirm our offer to you of employment with Authentidate Holding Corp., a Delaware corporation (the "Company"), for the position of Chief Operating Officer, reporting to the Company's Chief Executive Officer and its Board of Directors (the "Board"). The commencement of your employment (the "Start Date") will be as of September 11, 2017. Throughout this employment offer letter (the "Employment Letter"), the terms "you" or "Employee" shall refer to David C. Goldberg. The terms of our offer are as follows:

Consolidated-Tomoka Land Co. – Second Amended and Restated Credit Agreement (September 14th, 2017)

This Second Amended and Restated Credit Agreement (this "Agreement") is entered into as of September 7, 2017, by and among Consolidated-Tomoka Land Co., a Florida corporation (the "Borrower"), and each Material Subsidiary from time to time party to this Agreement, as Guarantors, the several financial institutions from time to time party to this Agreement, as Lenders, and BANK OF MONTREAL, as Administrative Agent as provided herein. All capitalized terms used herein without definition shall have the same meanings herein as such terms are defined in Section 5.1 hereof.

Securities Purchase Agreement (September 13th, 2017)

SECURITIES PURCHASE AGREEMENT, dated as of September 11, 2017 (this "Agreement"), among CoStar Realty Information, Inc., a Delaware corporation (the "Buyer"), CoStar Group, Inc., a Delaware corporation (the "Buyer Parent" ), LTM Company Dominion, LLC, a Virginia limited liability company (the "Seller"), Dominion Enterprises, a Virginia general partnership (the "Parent"), and, solely for purposes of Article VI hereto, Landmark Media Enterprises, LLC, a Virginia limited liability company ("Landmark Media").

Neurokine Pharmaceuticals Inc. – Exchange Agreement (September 13th, 2017)

THIS EXCHANGE AGREEMENT (this "Agreement") is made as of September 11, 2017, by and among PIVOT PHARMACEUTICALS INC., a British Columbia Corporation ("PIVOT"), INDUS PHARMACEUTICALS, INC., a Delaware General Business Corporation ("INDUS" or the "COMPANY") and PRAVIN CHATURVEDI ("CHATURVEDI"). Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE X.

Neurokine Pharmaceuticals Inc. – Pivot - Altum Licensing Agreement (September 13th, 2017)

This EXCLUSIVE LICENSING AGREEMENT is made this 12th day of September 2017 (hereinafter the "Effective Date"), by and between PIVOT PHARMACEUTICALS INC., a corporation organized under the laws of British Columbia with an address c/o Alexander Holburn Beaudin & Lang LLP at 2700-700 West Georgia Street, Vancouver, British Columbia V7Y 1B8 (hereinafter "PIVOT") and ALTUM PHARMACEUTICALS INC., a corporation organized under the laws of British Columbia with an address c/o 1275 West 6th Street, Suite 300, Vancouver, BC V6C 1V5 (hereinafter "ALTUM"). PIVOT and ALTUM herein may be referred to individually as "Party" or together as "Parties."

SECOND AMENDED AND RESTATED COLLABORATION AGREEMENT BY AND BETWEEN PSIVIDA US, INC. (F/K/a CONTROL DELIVERY SYSTEMS, INC.) AND ALIMERA SCIENCES, INC. DATED AS OF JULY 10, 2017 (September 13th, 2017)
Walker & Dunlop – SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT BY AND AMONG WALKER & DUNLOP, LLC a Delaware Limited Liability Company AS BORROWER, WALKER & DUNLOP, INC. A Maryland Corporation AS PARENT and PNC BANK, NATIONAL ASSOCIATION AS LENDER DATED AS OF SEPTEMBER 11, 2017 (September 13th, 2017)

THIS SECOND AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT, dated as of September 11, 2017, is made by and among WALKER & DUNLOP, LLC, a Delaware limited liability company (Borrower), WALKER & DUNLOP, INC., a Maryland corporation (Parent or Guarantor, as applicable), and PNC BANK, NATIONAL ASSOCIATION, as lender (the Lender).