GrayRobinson Sample Contracts

LOAN AGREEMENT Dated as of June 15, 2017 Between as Borrower and KEYBANK NATIONAL ASSOCIATION, as Lender Loan No. 10171391
Loan Agreement • June 21st, 2017 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York
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FIRST AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF NOVEMBER 19, 2012 by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT...
Credit Agreement • November 26th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts

Maker. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations of the undersigned Maker (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. This paragraph shall control all agreements between the undersigned Maker and the Lenders and the Agent.

THIRD AMENDMENT TO REIMBURSEMENT AGREEMENT
Reimbursement Agreement • May 25th, 2012 • Agl Resources Inc • Natural gas distribution • New York

REIMBURSEMENT AGREEMENT, dated as of October 14, 2010, is among PIVOTAL UTILITY HOLDINGS, INC., a New Jersey corporation (the “Applicant”), AGL RESOURCES INC., a Georgia corporation (the “Guarantor” and together with the Applicant, the “Credit Parties” and each individually a “Credit Party”), the Banks party hereto from time to time, and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, a Japanese banking company acting through its New York Branch (“BTMU New York”), as the Issuing Bank and as Administrative Agent.

UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE
Carter Validus Mission Critical REIT II, Inc. • August 6th, 2014 • Real estate investment trusts • New York

FOR AND IN CONSIDERATION OF the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration paid or delivered to the undersigned CARTER VALIDUS MISSION CRITICAL REIT II, INC., a Maryland corporation (“REIT”), and THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS SUBSIDIARY GUARANTORS (“Initial Guarantors”) and EACH ADDITIONAL GUARANTOR (AS DEFINED IN THE CREDIT AGREEMENT [HEREINAFTER DEFINED]) THAT MAY HEREAFTER BECOME A PARTY TO THE THIS GUARANTY (REIT, Initial Guarantors and such Additional Guarantors are sometimes hereinafter referred to individually as a “Guarantor” and collectively as “Guarantors”), the receipt and sufficiency whereof are hereby acknowledged by Guarantors, and for the purpose of seeking to induce KEYBANK NATIONAL ASSOCIATION, a national banking association (hereinafter referred to as “Lender”, which term shall also include each other Lender which may now be or hereafter become a party to the “Credit Agreement” (as hereinafter defined), any

LOAN AGREEMENT Dated as of July 14, 2011 between DC-3300 ESSEX, LLC, as Borrower, and GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., as Lender
Loan Agreement • July 19th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York

This Loan Agreement (this “Agreement”) is dated July 14, 2011 and is between GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and DC-3300 ESSEX, LLC, a Delaware limited liability company, as borrower (together with its permitted successors and assigns, “Borrower”).

GUARANTY
Guaranty • July 19th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York

THIS GUARANTY (this “Guaranty”) is executed as of July 14, 2011 by CARTER VALIDUS/OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Carter Validus”), and CARTER AND ASSOCIATES, L.L.C., a Georgia limited liability company (“Carter and Associates”) (collectively, together with any permitted successors and assigns, “Guarantor”), for the benefit of GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership (together with its successors and assigns, “Lender”).

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Tech Data Corp • December 8th, 2004 • Wholesale-computers & peripheral equipment & software • New York
ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • July 19th, 2011 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York

ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made as of July 14, 2011 by CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Carter Validus”), and CARTER AND ASSOCIATES, L.L.C., a Georgia limited liability company (“Carter and Associates”) (collectively, together with any permitted successors and assigns, “Sponsor”), and DC-3300 ESSEX, LLC, a Delaware limited liability company (together with its successors and assigns, “Borrower”, and, collectively with Sponsor, jointly and severally, the “Indemnitor”) in favor of GOLDMAN SACHS COMMERCIAL MORTGAGE CAPITAL, L.P., a Delaware limited partnership (together with its successors and assigns under the Loan Agreement (as defined below), the “Lender”) and the other Indemnified Parties (as defined below).

This instrument prepared by and should be returned to:
Development Agreement • January 19th, 2024 • Florida
PURCHASE AGREEMENT BETWEEN BEHRINGER HARVARD 1221 COIT LP, a Texas limited partnership AS SELLER
Purchase Agreement • November 14th, 2012 • Behringer Harvard Short Term Opportunity Fund I Lp • Operators of nonresidential buildings • Texas

THIS PURCHASE AGREEMENT (“Agreement”) is entered into as of July ___, 2012, between BEHRINGER HARVARD 1221 COIT LP, a Texas limited partnership (“Seller”), and CARTER VALIDUS PROPERTIES, LLC, a Delaware limited liability company (“Purchaser”).

AMENDMENT AGREEMENT dated as of April 12, 2013 (this “Agreement”), to the Credit Agreement dated as of July 13, 2011 (as amended and restated as of April 13, 2012 and as thereafter amended as of August 15, 2012 and December 27, 2012, the “Existing...
Credit Agreement • April 15th, 2013 • Taylor Morrison Home Corp • Operative builders • New York

This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is dated as of July 13, 2011, amended and restated as of April 13, 2012, as thereafter amended as of August 15, 2012 and December 27, 2012, and as further amended and restated as of April 12, 2013, and entered into by and among TAYLOR MORRISON COMMUNITIES, INC., a Delaware corporation (the “U.S. Borrower”), as co-borrower, MONARCH CORPORATION, an Ontario corporation (the “Canadian Borrower” and, together with the U.S. Borrower, the “Co-Borrowers”), TMM HOLDINGS LIMITED PARTNERSHIP, a British Columbia limited partnership (“Holdings”), MONARCH COMMUNITIES INC., a company continued under the laws of the province of British Columbia (“Canada Holdings”), MONARCH PARENT INC., a company incorporated under the laws of the province of British Columbia (“Canada Intermediate Holdings”), TAYLOR MORRISON HOLDINGS, INC., a Delaware corporation (“U.S. Holdings”), TAYLOR MORRISON FINANCE, INC., a Delaware corporation (“U.S. FinCo”), EACH LENDER FROM TI

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • February 2nd, 2021

In consideration of the services to be performed and the payments to be made, together with the mutual covenants and conditions hereinafter set forth, the parties agree as follows:

GUARANTY OF RECOURSE OBLIGATIONS
Carter Validus Mission Critical REIT, Inc. • January 6th, 2012 • Real estate investment trusts • New York

This GUARANTY OF RECOURSE OBLIGATIONS (this “Guaranty”) is executed as of January 3, 2012 by CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, having an address at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607 (“Guarantor”), for the benefit of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an address at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Lender”).

GUARANTY AGREEMENT
Guaranty Agreement • June 21st, 2017 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made as of June 15, 2017, by CARTER VALIDUS OPERATING PARTNERSHIP II, LP, a Delaware limited partnership, having an address at 4890 W. Kennedy Boulevard, Suite 650, Tampa, Florida 33609 (“Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, “Lender”).

DISCLOSURE DISSEMINATION AGENT AGREEMENT
Disclosure Dissemination Agent Agreement • May 18th, 2021 • Florida

The services provided under this Disclosure Agreement solely relate to the execution of instructions received from the Issuer through use of the DAC system and do not constitute "advice" within the meaning of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"). DAC will not provide any advice or recommendation to the Issuer or anyone on the Issuer's behalf regarding the "issuance of municipal securities" or any "municipal financial product" as defined in the Act and nothing in this Disclosure Agreement shall be interpreted to the contrary.

RETAIL WASTEWATER SERVICE AGREEMENT
Agreement • November 15th, 2019 • Florida

THIS AGREEMENT is made and entered into this day of , 2019, (the “Effective Date”) by and between the Town of Howey-in-the-Hills, a Florida municipal corporation (hereafter “TOWN”), and Bishops Gate Homeowners’ Association, Inc., a Florida not-for-profit corporation (hereafter “COMMUNITY”).

ASSET AND STOCK PURCHASE AGREEMENT dated as of May 15, 2014 by and between DARDEN RESTAURANTS, INC. and
Asset and Stock Purchase Agreement • May 23rd, 2014 • Darden Restaurants Inc • Retail-eating places • Delaware

This ASSET AND STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of May 15, 2014 by and between DARDEN RESTAURANTS, INC., a Florida corporation (“Seller”), and RL Acquisition, LLC, a Delaware limited liability company (“Buyer”). Each of Seller and Buyer is referred to herein as a “Party” and collectively as the “Parties”.

GUARANTY
Guaranty • February 9th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • Florida

This GUARANTY (“Guaranty”) is effective as of FEBRUARY 9, 2012 by CARTER VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Guarantor”), for the benefit of AMERICAN MOMENTUM BANK (“Lender”).

CONTRACT FOR BANKING SERVICES
Contract for Banking Services • April 15th, 2021

This Contract for Banking Services (the "Contract"), is entered into this ____ day of ____, ____, by and between the FLORIDA PREPAID COLLEGE BOARD (the "Board"), an agency of the State of Florida, located in Tallahassee, Florida and _________ (the "Contractor"), a national bank located in _______________ and chartered in _________, and licensed to operate in Florida.

PURCHASE AGREEMENT by and between WEBSTER REHAB, LP, a Texas limited partnership as Seller, and CARTER VALIDUS PROPERTIES, LLC, a Delaware limited liability company as Purchaser
Purchase Agreement • June 11th, 2015 • Carter Validus Mission Critical REIT II, Inc. • Real estate investment trusts

Assignor indemnifies Assignee from any claims applicable to the Assigned Properties with respect to the period prior to the date hereof. Assignee indemnifies Assignor from any claims applicable to the Assigned Properties with respect to the period from and after the date hereof.

CONTRACT FOR ACTUARIAL SERVICES
Contract for Actuarial Services • March 16th, 2021

Pursuant to Section 1009.972, funds received by the Board that are associated with the Prepaid Plan are deposited and held in the Prepaid Fund within the Prepaid College Trust Fund (the “Fund”).

MEMORANDUM
Development Agreement • February 16th, 2022 • Florida

Forestar (USA) Real Estate Group, Inc. is proposing to develop a residential community (Hawthorne) consisting of up to 1,051 single-family detached and 180 single-family attached dwelling units on 486.842 acres generally located south of West Pipkin Road, north of Ewell Road and west of the Riverstone development. A Planned Unit Development (PUD) zoning ordinance was originally approved for the property on February 19, 2007 by a previous developer, with the last major modification to the PUD being adopted by the City Commission on December 17, 2018. The recommended PUD conditions address the Project’s expected traffic impacts in the 2030 buildout year as analyzed in a Major Traffic Study submitted by Traffic & Mobility Consultants, LLC dated March 2021. With Polk County’s on-going four-lane construction project on West Pipkin Road between Medulla Road and Harden Boulevard and three-lane reconstruction project between Harden Boulevard and South Florida Avenue, the primary transportation

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ENVIRONMENTAL INDEMNITY AGREEMENT
Environmental Indemnity Agreement • January 6th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts • New York

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) is made as of the 3rd day of January, 2012 by DC-180 PEACHTREE, LLC, a Delaware limited liability company, having an office at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607 (“Borrower”), CARTER/VALIDUS OPERATING PARTNERSHIP, LP, a Delaware limited partnership, having an office at 4211 West Boy Scout Boulevard, Suite 500, Tampa, Florida 33607 (“Non-Borrower Indemnitor”; and together with Borrower, each an “Indemnitor” and collectively, “Indemnitors”), in favor of GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, having an office at 60 Wall Street, 10th Floor, New York, New York 10005 (together with its successors and/or assigns, “Indemnitee”) and the other Indemnified Parties (defined below).

PURCHASE AGREEMENT FOR REAL PROPERTY
Purchase Agreement for Real Property • October 19th, 2022

THIS AGREEMENT (“Agreement”), is made and entered into as of the Effective Date (defined below), by and between BOSWORTH ENTERPRISES, INC., a Florida corporation, whose mailing address is 28618 Lindenhurst Drive, Wesley Chapel, FL 33544 (hereinafter referred to as the “Property Owner”), CAR WASH 54, a Florida expired fictitious entity, whose mailing address is 28618 Lindenhurst Drive, Wesley Chapel, FL 33544 (hereinafter referred to as the “Tenant”) and PASCO COUNTY, FLORIDA, a political subdivision of the State of Florida, whose address is 37918 Meridian Avenue, Dade City, Florida 33525 (hereinafter referred to as the “County”) (the Property Owner and the County are individually sometimes hereinafter referred to as “Party” and collectively the “Parties”).

TRADE STREET, SAN DIEGO CENTER REAL ESTATE SALE CONTRACT
Real Estate Sale Contract • December 19th, 2013 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts

By this instrument, dated as of , 2013, for valuable consideration, receipt of which is hereby acknowledged, the undersigned grantor, PACIFIC BELL TELEPHONE COMPANY, a California corporation, formally known as The Pacific Telephone and Telegraph Company (“Grantor”), hereby grants to (“Grantee”) an undivided interest in all that certain real property and the improvements located thereon located in the State of California, County of San Diego, City of San Diego as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, (the “Property”) subject to all real property taxes and assessments, not delinquent, and covenants, conditions, restrictions, encumbrances and other matters of record.

CREDIT AGREEMENT DATED AS OF MARCH 30, 2012 by and among CARTER/VALIDUS OPERATING PARTNERSHIP, LP, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS...
Credit Agreement • April 4th, 2012 • Carter Validus Mission Critical REIT, Inc. • Real estate investment trusts

THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of , 20 , by , a (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.5 of the Credit Agreement dated as of March 30, 2012, as from time to time in effect (the “Credit Agreement”), by and among Carter/Validus Operating Partnership, LP (the “Borrower”), KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.

AMENDMENT NO. 5 Dated as of November 17, 2023 To AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 11, 2019
Credit Agreement • November 27th, 2023 • Yellow Corp • Trucking (no local) • New York

THIS AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 17, 2023 and made by and among Yellow Corporation, a Delaware corporation (the “Borrower”), the other Guarantors party to the Credit Agreement (as defined below), the financial institutions listed on the signature pages hereof and Alter Domus Products Corp., as administrative agent and collateral agent (acting collectively in such capacities, the “Administrative Agent”), under that certain Amended and Restated Credit Agreement, dated as of September 11, 2019 by and among the Borrower, the Guarantors party thereto from time to time, the Lenders and the Administrative Agent (as (a) amended by (i) Amendment No. 1 to Amended and Restated Credit Agreement dated as of April 7, 2020, (ii) Amendment No. 2 to Amended and Restated Credit Agreement dated as of July 7, 2020, (iii) Amendment No. 3 to Amended and Restated Credit Agreement dated as of July 7, 2023, (iv) Amendment No. 4 to Amended

AGREEMENT CONTAINING CONSENT ORDER
Agreement Containing Consent • March 24th, 2014

The Federal Trade Commission (“Commission”), having initiated an investigation of cer- tain acts and practices of National Association of Teachers of Singing, Inc. (“hereinafter referred to as “Proposed Respondent”) and it now appearing that Proposed Respondent is willing to enter into this Agreement Containing Consent Order (“Consent Agreement”):

INTERLOCAL AGREEMENT
Interlocal Agreement • September 20th, 2013 • Florida

This Interlocal Agreement is entered in this day of 2013 by and between Hallandale Beach Community Redevelopment Agency (herein referred to as “CRA”) and Treasure Coast Regional Planning Council (herein referred to as “Council”), each constituting a public agency as defined in Part I of Chapter 163, Florida Statutes.

PURCHASE CONTRACT
October 20th, 2016
  • Filed
    October 20th, 2016

On the basis of the representations, warranties, and covenants, and upon the terms and conditions, contained in this Purchase Contract (the "Contract"), the undersigned, Stifel, Nicolaus & Company, Incorporated (the "Underwriter"), offers to enter into this Contract with the City of Cocoa, Florida (the "Issuer"), subject to written acceptance hereof by the Issuer at or before 7:00 p.m., New York time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the acceptance hereof by the Issuer.

BOND PURCHASE AGREEMENT
Bond Purchase Agreement • January 25th, 2008 • Florida

UBS Securities LLC (the "Representative") on its own behalf and on behalf of J.P. Morgan Securities Inc. and [Citigroup Global Markets Inc.] (collectively, the "Underwriters"), offers to enter into this Bond Purchase Agreement (the "Agreement") with you (the "Issuer"), which, upon your acceptance of this offer, will be binding upon you and upon the Underwriters. The Underwriters are not acting as a fiduciary to the Issuer. This offer is made subject to your acceptance on or before 2:00 p.m., E.S.T., on the date hereof, and if not so accepted, will be subject to withdrawal by the Underwriters upon notice to the Issuer at any time prior to the acceptance hereof by you.

LOAN AGREEMENT
Loan Agreement • June 28th, 2012 • Varca Ventures, Inc. • Metal mining • Florida

THIS LOAN AGREEMENT is made and entered into as of the 22 day of June 2012, by and between WILDCAT MINING CORPORATION, a Nevada corporation and wholly-owned subsidiary of Borrower ("Wildcat"), VARCA VENTURES, INC., a Nevada corporation ("Varca," and collectively with Wildcat "Borrower") and SARASOTA VARCA II LLC ("Lender").

REVOLVING CREDIT AGREEMENT dated as of June 13, 2008 among EXACTECH, INC., as Borrower THE LENDERS FROM TIME TO TIME PARTY HERETO and SUNTRUST BANK as Administrative Agent
Revolving Credit Agreement • June 19th, 2008 • Exactech Inc • Orthopedic, prosthetic & surgical appliances & supplies • Florida

THIS REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2008, by and among EXACTECH, INC., a Florida 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”), as a Lender and as swingline lender (the “Swingline Lender”).

INTEGRITY AGREEMENT BETWEEN THE
Integrity Agreement • September 18th, 2013
AMENDED AND RESTATED WHOLESALE WASTEWATER SERVICE AGREEMENT
Wholesale Wastewater Service Agreement • December 27th, 2021 • Florida

AGREEMENT (“Agreement”) is made and entered into as of , 2021, by and between the Town of Howey-in-the-Hills, a Florida municipal corporation (“Howey”), and the Central Lake Community Development District, a Florida Special District created pursuant to Chapter 190 of the Florida Statutes, (“CDD”), and amends and restates in their entirety (i) that certain Wholesale Wastewater Service Agreement between Howey and the CDD dated August 7, 2007 (“2007 Wholesale Agreement”) and (ii) that certain Wholesale Wastewater Service Agreement between Howey and the CDD dated February 27, 2012 (“2012 Wholesale Agreement” and, together with the 2007 Wholesale Agreement, the “Prior Wholesale Agreements”).

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