Gibbons Sample Contracts

Laureate Education – Asset Purchase Agreement (August 7th, 2018)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND SYNDICATED FACILITY AGREEMENT Dated June 27, 2018 Among (June 29th, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND SYNDICATED FACILITY AGREEMENT is dated as of June 27, 2018 and is made by and among OWENS-ILLINOIS GROUP, INC., a Delaware corporation (Company), OWENS-BROCKWAY GLASS CONTAINER INC., a Delaware corporation (Owens-Brockway), ACI OPERATIONS PTY LIMITED, ABN 94 004 230 326, a limited liability company organized under the laws of Australia (ACI), OI EUROPEAN GROUP B.V., a private company with limited liability organized under the laws of the Netherlands with its registered offices (statutaire zetel) in Schiedam, the Netherlands and registered under number 24291478 (OIEG), O-I EUROPE SARL, a Swiss Societe a responsabilite limitee (limited liability corporation) (OI Europe), O-I CANADA CORP., a Nova Scotia company (O-I Canada), ACI OPERATIONS NZ LTD., a limited liability company incorporated under the laws of New Zealand (ACI NZ), and OWENS-ILLINOIS GENERAL INC., a Delaware corporation (O-I General), as Borrowers Agent (in such capacity B

Ryerson Holding Corp – AGREEMENT AND PLAN OF MERGER BY AND AMONG JOSEPH T. RYERSON & SON, INC., HUNTER MERGERCO, INC., CENTRAL STEEL AND WIRE COMPANY, AND FORTIS ADVISORS LLC, Solely in Its Capacity as Stockholder Representative Hereunder DATED AS OF JUNE 4, 2018 (June 5th, 2018)

This AGREEMENT AND PLAN OF MERGER (as amended modified, or supplemented from time to time in accordance with the terms hereof, this Agreement), dated as of June 4, 2018 is by and among Joseph T. Ryerson & Son, Inc., a Delaware corporation (Buyer), Hunter MergerCo, Inc., a Delaware corporation (Merger Sub), Central Steel and Wire Company, a Delaware corporation (the Company), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Stockholder Representative hereunder (the Stockholder Representative). Buyer, Merger Sub, the Company and the Stockholder Representative shall be referred to herein from time to time collectively as the Parties and individually as a Party.

Fourth Amendment to Third Amended and Restated Credit Agreement (June 1st, 2018)

FOURTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 31, 2018 (this "Agreement"), to that certain Third Amended and Restated Credit Agreement, dated as of March 22, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"; the Credit Agreement, as modified by this Agreement, the "Amended Credit Agreement") among Griffon Corporation, a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent"), and the other agents party thereto.

Confidential Settlement and License Agreement (May 31st, 2018)

This Confidential Settlement And License Agreement (the "Settlement Agreement") is made effective as of May 25, 2018 (the "Effective Date") by and among

Francesca's Holdings Corporatio – CREDIT AGREEMENT Dated as of May 25, 2018 Among FRANCESCA'S HOLDINGS CORPORATION and Its Subsidiaries Party Hereto, the Lenders Party Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., as Sole Bookrunner and Sole Lead Arranger ASSET BASED LENDING (May 30th, 2018)

Page ARTICLE 1 Definitions 1 Section 1.01 Defined Terms 1 Section 1.02 Classification of Loans and Borrowings 36 Section 1.03 Terms Generally 36 Section 1.04 Accounting Terms; GAAP 37 Section 1.05 Status of Obligations 37 ARTICLE 2 The Credits 37 Section 2.01 Commitments 37 Section 2.02 Loans and Borrowings 38 Section 2.03 Requests for Borrowings 39 Section 2.04 Protective Advances 39 Section 2.05 Swingline Loans and Overadvances 40 Section 2.06 Letters of Credit 42 Section 2.07 Funding of Borrowings 48 Section 2.08 Interest Elections 49 Section 2.09 Termination and Reduction of Commitments; Increase in Revolving Commitments 50 Section 2.10 Repayment and Amortization of Loans; Evidence of Debt 52 Section 2.11 Prepayment of Loans 53 Section

Confidential Settlement and License Agreement (May 11th, 2018)

This Confidential Settlement And License Agreement (the "Settlement Agreement") is made effective as of May 10, 2018 (the "Effective Date") by and among Valeant Pharmaceuticals International, inc., a Canadian corporation with its United States headquarters at 400 Somerset Corporate Boulevard, Bridgewater, New Jersey 08807 ("Valeant"), SALIX PHARMACEUTICALS, INC., a California corporation with its principal place of business at 8510 Colonnade Center Drive, Raleigh, North Carolina 27615 ("Salix"), PROGENICS PHARMACEUTICALS, INC., a Delaware corporation with its principal place of business at 777 Old Saw Mill River Road, Tarrytown, New York 10591 ("Progenics"), and Wyeth LLC, a Delaware limited liability company with its principal place of business at 235 East 42nd Street, New York, New York 10017 ("Wyeth") (Wyeth, collectively with Valeant, Salix and Progenics, "Plaintiffs") and PAR STERILE PRODUCTS, LLC ("Par Sterile"), a Delaware limited liability company, with a place of business at 6

Essent Group Ltd. – AMENDED AND RESTATED CREDIT AGREEMENT as Amended by Incremental Amendment No. 1, Dated as of May 2, 2018 Among ESSENT GROUP LTD., ESSENT IRISH INTERMEDIATE HOLDINGS LIMITED and ESSENT US HOLDINGS, INC. As Borrowers, the Several Lenders From Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 17, 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A. And ROYAL BANK OF CANADA as Joint Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A., ROYAL BANK OF CANADA ASSOCIATED BANK, N.A. And U.S. BANK NATIONAL ASSOCIATION (May 7th, 2018)
SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and ASURE SOFTWARE, INC. (April 2nd, 2018)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), is entered into as of March 29, 2018, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a "Lender", as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Agent"), and ASURE SOFTWARE, INC., a Delaware corporation ("Borrower").

Cc Media Holdings Inc – Restructuring Support Agreement (March 19th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 16, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 15th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of March 15, 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 14th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 13th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 12th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 17.02, this Agreement) is made and entered into as of [*], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Cc Media Holdings Inc – Restructuring Support Agreement (March 5th, 2018)

This RESTRUCTURING SUPPORT AGREEMENT (including all exhibits, annexes, and schedules hereto in accordance with Section 16.02, this Agreement) is made and entered into as of [*], 2018 (the Execution Date), by and among the following parties, each in the capacity set forth on its signature page to this Agreement (each of the following described in sub-clauses (i) through (iii) of this preamble, collectively, the Parties):1

Amendment to the Receivables Purchase Agreement (February 27th, 2018)

THIS AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENT (this "Amendment") dated as of January 5th , 2018, is made by and among WOLVERINE WORLD WIDE, INC., a Delaware corporation with its principal place of business located at 9341 Courtland Drive N.E., Rockford, Michigan 49351, in its capacity as a seller ("Wolverine"), the initial "Servicer" and "Seller Representative" under the RPA (as defined below), each of the "ADDITIONAL SELLERS" signatory hereto (together with Wolverine, the "Sellers") and HSBC BANK USA, NATIONAL ASSOCIATION, a national banking association with an office at 452 Fifth Avenue, New York, New York 10018 (the "Purchaser").

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 9, 2018 Among TANGER PROPERTIES LIMITED PARTNERSHIP, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer, and the Other Lenders Party Hereto MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED WELLS FARGO SECURITIES, LLC, and US BANK NATIONAL ASSOCIATION as Joint Bookrunners and Joint Lead Arrangers, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent US BANK NATIONAL ASSOCIATION as Syndication Agent SUNTRUST BANK as Documentation Agent BRANCH BANKING AND TRUST COMPANY as Documentation Agent and (January 12th, 2018)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Agreement) is entered into as of January 9, 2018 among TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina limited partnership (the Borrower), each lender from time to time party hereto either as a result of such partys execution of this Agreement as a Lender as of the date hereof or as a result of such party being made a Lender hereunder by virtue of an executed Assignment and Assumption (collectively, the Lenders and individually, a Lender), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.

CNL Healthcare Properties II, Inc. – This Instrument Prepared by and to Be Returned To: Ray D. Gibbons, Esq. Gibbons Law LLC (January 2nd, 2018)
CNL Healthcare Properties II, Inc. – CREDIT AGREEMENT DATED AS OF DECEMBER 15, 2017 CHP II OVERLAND PARK KS MOB OWNER, LLC and SYNOVUS BANK (January 2nd, 2018)

THIS CREDIT AGREEMENT is dated as of December 15, 2017, between CHP II OVERLAND PARK KS MOB OWNER, LLC, a Delaware limited liability company (the Borrower), and SYNOVUS BANK, a Georgia banking corporation (the Bank). Capitalized terms used herein shall have the meanings ascribed thereto in Section 1.1 of this Agreement.

Settlement Agreement and Release (December 18th, 2017)

This Settlement Agreement and Release (this Agreement) is entered into as of December 14, 2017 among and between NRG Energy, Inc. (NRG) on behalf of itself and the NRG Parties, and GenOn Energy, Inc. (GenOn) on behalf of itself and the Debtors. The NRG Parties and the Debtors are the Parties and each a Party.

GenOn Energy Holdings – Settlement Agreement and Release (December 18th, 2017)

This Settlement Agreement and Release (this Agreement) is entered into as of December 14, 2017 among and between NRG Energy, Inc. (NRG) on behalf of itself and the NRG Parties, and GenOn Energy, Inc. (GenOn) on behalf of itself and the Debtors. The NRG Parties and the Debtors are the Parties and each a Party.

SendGrid, Inc. – First Amendment of Lease (October 18th, 2017)
SendGrid, Inc. – LEASE OF OFFICE SPACE LANDLORD: BOP 1801 CALIFORNIA STREET LLC, a Delaware Limited Liability Company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware Limited Liability Company TENANT: SendGrid, Inc. A Delaware Corporation PREMISES IN 1801 CALIFORNIA STREET DENVER, COLORADO (October 18th, 2017)
Second Amendment to Third Amended and Restated Credit Agreement (October 2nd, 2017)

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of October 2, 2017 (this "Agreement"), to that certain Third Amended and Restated Credit Agreement, dated as of March 22, 2016 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"; the Credit Agreement, as modified by this Agreement, the "Amended Credit Agreement") among Griffon Corporation, a Delaware corporation (the "Borrower"), the several banks and other financial institutions or entities from time to time parties thereto (the "Lenders"), JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the "Administrative Agent"), and the other agents party thereto.

Registration Rights Agreement (October 2nd, 2017)

This Registration Rights Agreement (this "Agreement") is made and entered into as of October 2, 2017, by and among Griffon Corporation, a Delaware corporation (the "Company"), the Guarantors named on Schedule 1 hereto (the "Griffon Guarantors") and Deutsche Bank Securities Inc., as the representative (the "Representative") of the several initial purchasers (collectively, the "Initial Purchasers") listed on Schedule 1 to the Purchase Agreement (as defined below), which Initial Purchasers have agreed to purchase $275,000,000 aggregate principal amount of the Company's 5.25% Senior Notes due 2022 (the "New Notes") pursuant to the Purchase Agreement (as defined below). The Company previously issued and sold $725,000,000 aggregate principal amount of its 5.25% Senior Notes due 2022 (the "Original Notes") under the Indenture (as defined below). The New Notes constitute an issuance of Additional Notes (as defined in the Indenture) under the Indenture.

SendGrid, Inc. – LEASE OF OFFICE SPACE LANDLORD: BOP 1801 CALIFORNIA STREET LLC, a Delaware Limited Liability Company, and BOP 1801 CALIFORNIA STREET II LLC, a Delaware Limited Liability Company TENANT: SendGrid, Inc. A Delaware Corporation PREMISES IN 1801 CALIFORNIA STREET DENVER, COLORADO (August 21st, 2017)
SendGrid, Inc. – First Amendment of Lease (August 21st, 2017)
STOCK PURCHASE AGREEMENT by and Among EURONEXT US INC., FASTMATCH, INC., THE EQUITY SELLERS, SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS SELLER REPRESENTATIVE and EURONEXT N.V., Solely for Purposes of Article v and Sections 6.4(d), 6.4(f), 6.18, 10.5, 10.6, 10.7, 10.8 and 10.15 (As Well as the Related Defined Terms Used in Such Provisions) _______________ Dated as of May 22, 2017 (August 9th, 2017)

This STOCK PURCHASE AGREEMENT, dated May 22, 2017 (this "Agreement"), by and among (i) Euronext US Inc., a Delaware corporation ("Purchaser"), (ii) FastMatch, Inc., a Delaware corporation (the "Company"), (iii) the holders of Shares (as such term is defined below) listed on the signature pages (collectively with any other holder of Shares who executes a Joinder Agreement pursuant to Section 6.4(f), the "Selling Stockholders"), (iv) Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as Seller Representative (as such term is defined below), (v) solely for purposes of Article V, and Sections 6.4(d), 6.4(f), 6.18, 10.5, 10.6, 10.7, 10.8 and 10.15 (as well as the related defined terms used in such provisions), Euronext N.V., a company organized under the laws of the Netherlands ("Euronext"), and (vi) the Option Holders (as such term is defined below) listed on the signature pages. The Selling Stockholders and the Option Holders (as such t

AMENDED AND RESTATED CREDIT AGREEMENT by and Among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, THE LENDERS THAT ARE PARTIES HERETO as the Lenders, and ASURE SOFTWARE, INC. As Borrower Dated as of May 25, 2017 (May 26th, 2017)

THIS AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement), is entered into as of May 25, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a Lender, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, Agent), and ASURE SOFTWARE, INC., a Delaware corporation (Borrower).

Stock Purchase Agreement Among Asure Software, Inc., Compass Hrm, Inc. John F. Gibbons, Jonathan S. Gibbons, Joshua Gibbons, and Jonathan S. Gibbons, as Seller Representative Dated as of May 25, 2017 (May 26th, 2017)

This Stock Purchase Agreement (this Agreement), dated as of May 25, 2017, is entered into among ASURE SOFTWARE, INC., a Delaware corporation (Buyer), COMPASS HRM, INC. (the Company), JOHN F. GIBBONS, a Florida resident, JONATHAN S. GIBBONS, a Florida resident, and JOSHUA GIBBONS, a Florida resident (each a Seller and together, the Sellers), and JONATHAN S. GIBBONS, a Florida resident, solely in his capacity as Seller Representative (the Seller Representative).

Subordinated Promissory Note (May 26th, 2017)

This Note has been executed and delivered by the Maker pursuant to the terms of that certain Stock Purchase Agreement (the Purchase Agreement), dated as of May 25, 2017, by and among the Maker and Holder, and the other parties thereto. This Note is the Promissory Note defined in Article I of the Purchase Agreement. Capitalized terms used but not otherwise defined in this Note shall have the meanings ascribed to such terms in the Purchase Agreement.

Essent Group Ltd. – AMENDED AND RESTATED CREDIT AGREEMENT Among ESSENT GROUP LTD., ESSENT IRISH INTERMEDIATE HOLDINGS LIMITED and ESSENT US HOLDINGS, INC. As Borrowers, the Several Lenders From Time to Time Parties Hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent Dated as of May 17, 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A. And ROYAL BANK OF CANADA as Joint Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A., ROYAL BANK OF CANADA and U.S. BANK, NATIONAL ASSOCIATION as Co-Syndication Agents ASSOCIATED BANK, NATIONAL ASSOCIATION, CITIZENS BANK, NATIONAL (May 18th, 2017)
Motif Bio plc – 2,438,491 American Depositary Shares, Each Representing 20 Ordinary Shares, Ps0.01 Par Value, and Warrants to Purchase 1,219,246 American Depositary Shares Motif Bio Plc Underwriting Agreement (May 1st, 2017)
Mammoth Energy Services, Inc. – Asset Purchase Agreement by and Between (March 29th, 2017)
Contract (February 28th, 2017)

The following current executive officers have entered into Indemnification Agreements with the Company in the form filed herewith.