Greenberg Traurig Sample Contracts

Share Cite Term
Link

Embed (HTML)
Dolphin Digital Media – ____________ UNITS of DOLPHIN ENTERTAINMENT, INC. UNDERWRITING AGREEMENT (December 15th, 2017)
Dolphin Digital Media – Put Agreement (December 15th, 2017)

This PUT AGREEMENT (this Agreement), dated as of March 30, 2017, is by and among Dolphin Digital Media, Inc., a Florida corporation (the Company), Allan Mayer, (the Holder) and, solely as a Guarantor hereunder, William ODowd IV (ODowd) and 42 West, LLC, a Delaware limited liability company (42West and together with ODowd; the Guarantors and each a Guarantor). Capitalized terms used but not defined herein have the meanings ascribed to them in the Purchase Agreement (as defined below).

Stevia First Corp. – Securities Purchase Agreement (December 13th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of December 12, 2017, between Vitality Biopharma, Inc., a Nevada corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively, the "Purchasers").

GigCapital, Inc. – 12,500,000 Units GIGCAPITAL, INC. UNDERWRITING AGREEMENT (December 12th, 2017)
GigCapital, Inc. – Investment Management Trust Agreement (December 12th, 2017)

This Agreement is made as of December 12, 2017 by and between GigCapital, Inc. (the Company), having its principal office located at 4 Palo Alto Square, Suite 232, 3000 El Camino Real, Palo Alto, CA 94306 and Continental Stock Transfer & Trust Company (the Trustee) located at 1 State Street, 30th Floor, New York, New York 10004.

Contract (December 4th, 2017)
Heritage Insurance Holdings, Inc. – Registration Rights Agreement (December 1st, 2017)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is entered into as of this 30th day of November, 2017 by and among Heritage Insurance Holdings, Inc., a Delaware corporation (Parent), and the persons listed on Schedule A hereto (such persons, in their capacity as holders of Registrable Securities (as defined below), including any permitted transferees hereunder, the Holders and each a Holder).

CREDIT AND GUARANTY AGREEMENT Dated as of December 1, 2017 by and Among CRYOLIFE, INC., as Borrower, CERTAIN SUBSIDIARIES OF THE BORROWER FROM TIME TO TIME PARTY HERETO, as Guarantor Subsidiaries, the Lenders From Time to Time Party Hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent and Collateral Agent, CAPITAL ONE, NATIONAL ASSOCIATION, as Syndication Agent and FIFTH THIRD BANK and ING CAPITAL LLC, as Co-Documentation Agents (December 1st, 2017)

This CREDIT AND GUARANTY AGREEMENT, dated as of December 1, 2017 (this "Agreement"), is entered into by and among CRYOLIFE, INC., a Florida corporation (the "Borrower"), certain Subsidiaries of the Borrower from time to time party hereto, as Guarantor Subsidiaries, the Lenders from time to time party hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (together with its permitted successors in such capacity, the "Administrative Agent") and as collateral agent (together with its permitted successors in such capacity, the "Collateral Agent"), CAPITAL ONE, NATIONAL ASSOCIATION, as syndication agent, and FIFTH THIRD BANK, and ING CAPITAL LLC as co-documentation agents.

Rodin Income Trust, Inc. – Rodin Income Trust, Inc. Form of Escrow Agreement (November 30th, 2017)

THIS ESCROW AGREEMENT (this Agreement), is made and entered into as of [ ], 2017, by and among Rodin Income Trust, Inc., a Maryland corporation (the Company), Cantor Fitzgerald & Co., a New York general partnership, as dealer manager for the Company (the Dealer Manager), and UMB Bank, N.A., as escrow agent (the Escrow Agent).

GigCapital, Inc. – 15,000,000 Units GIGCAPITAL, INC. UNDERWRITING AGREEMENT (November 28th, 2017)
CNH Equipment Trust 2017-C – CNH EQUIPMENT TRUST 2017-C PURCHASE AGREEMENT Between CNH INDUSTRIAL CAPITAL AMERICA LLC and CNH CAPITAL RECEIVABLES LLC (November 21st, 2017)

PURCHASE AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of November 1, 2017, between CNH INDUSTRIAL CAPITAL AMERICA LLC, a Delaware limited liability company (CNHICA), and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (CNHCR).

NorthStar Real Estate Income II, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

NorthStar Real Estate Income Trust, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Colony NorthStar, Inc. – AMENDED AND RESTATED MASTER COMBINATION AGREEMENT Dated as of November 20, 2017 Among COLONY CAPITAL OPERATING COMPANY, LLC, NRF RED REIT CORP., NORTHSTAR REAL ESTATE INCOME TRUST, INC., NORTHSTAR REAL ESTATE INCOME TRUST OPERATING PARTNERSHIP, LP, NORTHSTAR REAL ESTATE INCOME II, INC., NORTHSTAR REAL ESTATE INCOME OPERATING PARTNERSHIP II, LP, COLONY NORTHSTAR CREDIT REAL ESTATE, INC. And CREDIT RE OPERATING COMPANY, LLC (November 21st, 2017)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (the Company), dated as of [ ], is entered into by and among (i) Colony NorthStar Credit Real Estate, Inc., a Maryland corporation (CLNS Credit), (ii) NRF RED REIT Corp., a Maryland corporation (RED REIT), and (iii) each other Person who at any time after the date hereof becomes a Member of the Company in accordance with the terms of this Agreement and the Act.

Oaktree Capital Group Llc – Table of Contents (November 17th, 2017)

OAKTREE CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the Company), OAKTREE CAPITAL I, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, Oaktree Capital I), OAKTREE CAPITAL II, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, Oaktree Capital II), and OAKTREE AIF INVESTMENTS, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, Oaktree AIF; and together with the Company, Oaktree Capital I, Oaktree Capital II and any other Affiliate that becomes a guarantor pursuant to Section 9.7, collectively, the Obligors, and, individually, an Obligor), jointly and severally agree with each of the Purchasers as follows:

CNH Equipment Trust 2017-C – CNH EQUIPMENT TRUST 2017-C PURCHASE AGREEMENT Between CNH INDUSTRIAL CAPITAL AMERICA LLC and CNH CAPITAL RECEIVABLES LLC (November 16th, 2017)

PURCHASE AGREEMENT (as amended or supplemented from time to time, this Agreement) dated as of November 1, 2017, between CNH INDUSTRIAL CAPITAL AMERICA LLC, a Delaware limited liability company (CNHICA), and CNH CAPITAL RECEIVABLES LLC, a Delaware limited liability company (CNHCR).

GigCapital, Inc. – 15,000,000 Units GIGCAPITAL, INC. UNDERWRITING AGREEMENT (November 15th, 2017)
TriLinc Global Impact Fund LLC – Amended and Restated Operating Expense Responsibility Agreement (November 14th, 2017)

This Amended and Restated Operating Expense Responsibility Agreement, entered into on the date set forth below, is by and among TriLinc Global, LLC, a Delaware limited liability company ("Sponsor"), TriLinc Advisors, LLC, a Delaware limited liability company ("Advisor"), and TriLinc Global Impact Fund, LLC, a Delaware limited liability company ("Fund" and together with the Sponsor and the Advisor, the "Parties").

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent Dated as of December 1, 2015 J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Bookrunners (November 14th, 2017)

CREDIT AGREEMENT (this Agreement), dated as of December 1, 2015 among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and JPMORGAN CHASE BANK, N.A., as administrative agent.

Americold Realty Trust – Contract (November 14th, 2017)

INCREMENTAL JOINDER AGREEMENT dated as of May 11, 2017 (this Agreement), to the CREDIT AGREEMENT dated as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as Administrative Agent (the Administrative Agent).

Ninth Amendment to Credit Agreement (November 14th, 2017)

THIS CREDIT AGREEMENT dated as of September 18, 2015, is among: GRAN TIERRA ENERGY INTERNATIONAL HOLDINGS LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Borrower"); GRAN TIERRA ENERGY INC., a corporation duly formed and existing under the laws of the State of Delaware (the "Parent"); each of the Lenders from time to time party hereto; THE BANK OF NOVA SCOTIA (in its individual capacity, "Scotiabank"), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent") and as global coordinator (in such capacity, together with its successors in such capacity, the "Global Coordinator"); and the other agents and lenders party hereto.

Americold Realty Trust – Contract (November 14th, 2017)

AMENDMENT NO. 1 dated as of July 18, 2016 (this Amendment), to the CREDIT AGREEMENT dated as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as Administrative Agent (the Administrative Agent).

KBS Real Estate Investment Trust, Inc. – Purchase and Sale Agreement and Escrow Instructions (November 14th, 2017)

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of September 8, 2017, between KBS CLAYTON PLAZA, LLC, a Delaware limited liability company ("Seller"), and FRANKLIN PARTNERS, LLC, an Illinois limited liability company ("Buyer"), with reference to the following:

Zoe's Kitchen, Inc. – CREDIT AGREEMENT Dated as of November 7, 2017 Among ZOE'S KITCHEN, INC., as Borrower 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 (November 9th, 2017)

CREDIT AGREEMENT dated as of November 7, 2017 (as it may be amended or modified from time to time, this "Agreement"), among ZOE'S KITCHEN, INC., a Delaware corporation, as Borrower, the other Loan Parties party hereto, the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

KBS Growth & Income REIT, Inc. – PURCHASE AND SALE AGREEMENT by and Between (November 9th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made to be effective as of August 29, 2017 (the "Effective Date") by and among 213 W INSTITUTE OWNER LLC, a Delaware limited liability company ("Institute Owner") and 218-224 W CHICAGO OWNER LLC, a Delaware limited liability company ("Chicago Owner" and, collectively with Institute Owner, "Seller") and KBSGI 213 WEST INSTITUTE PLACE, LLC, a Delaware limited liability company (together with its successors and permitted assigns, collectively, "Buyer").

Purchase Agreement (November 7th, 2017)
Amended and Restated Loan and Security Agreement (November 3rd, 2017)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this "Agreement") dated as of July 31, 2017 (the "Effective Date") among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 ("Oxford"), as collateral agent (in such capacity, "Collateral Agent"), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a "Lender" and collectively, the "Lenders"), and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA 94520 ("Borrower"), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders, and amends and restates in its entirety that certain Loan and Security Agreement dated as of June 30, 2014, as amended from time to time, by and among Collateral Agent, Oxfo

Workspace Property Trust – Redemption and Restricted Share Purchase Agreement (November 1st, 2017)

THIS REDEMPTION AND RESTRICTED SHARE PURCHASE AGREEMENT (this Agreement) is dated as of October 13, 2017, by and among SM WPT PREFERRED LLC, a Delaware limited liability company (Preferred Member), SQUARE MILE PARTNERS IV-B LP, a Delaware limited partnership (Fund IV), SQUARE MILE WPT PREFERRED OWNER LLC, a Delaware limited liability company (Preferred Owner, and together with Preferred Member and Fund IV, collectively, SM Preferred), SM WPT COMMON LLC, a Delaware limited liability company (Common Member), SQUARE MILE WPT COMMON OWNER LLC, a Delaware limited liability company (Common Owner, and together with Common Member, SM Common), WORKSPACE PROPERTY TRUST, L.P., a Delaware limited partnership (WPT), and WORKSPACE PROPERTY TRUST, a Maryland real estate investment trust (the REIT). Capitalized terms used and not defined herein shall have the meanings for such terms set forth in the Amended and Restated Limited Partnership Agreement of WPT, dated as of October 3, 2016 (the Partnersh

Restaurant Brands International Inc. – 5.000% Second Lien Senior Secured Notes Due 2025 Purchase Agreement (October 26th, 2017)
Restaurant Brands International Inc. – 5.000% Second Lien Senior Secured Notes Due 2025 Purchase Agreement (October 26th, 2017)
Restaurant Brands International Inc. – Contract (October 26th, 2017)

INCREMENTAL FACILITY AMENDMENT, dated as of March 27, 2017 (this "Amendment"), to the Credit Agreement dated as of October 27, 2014, among 1011778 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company organized under the laws of British Columbia (the "Parent Borrower"), NEW RED FINANCE, INC., a Delaware corporation (the "Subsidiary Borrower" and together with the Parent Borrower, the "Borrowers"), 1013421 B.C. UNLIMITED LIABILITY COMPANY, an unlimited liability company organized under the laws of British Columbia ("Holdings"), the other Guarantors party hereto, JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Administrative Agent, Collateral Agent and Swing Line Lender and each L/C Issuer and lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender") (as amended by Amendment No. 1, dated as of May 22, 2015, Amendment No. 2, dated as of February 17, 2017 and as further amended, restated, modified and supplemented from time to time, the "Credit Agr

Restaurant Brands International Inc. – AMENDMENT No. 2, Dated as of February 17, 2017 (This "Amendment"), to the Credit Agreement Dated as of October 27, 2014, Among 1011778 B.C. UNLIMITED LIABILITY COMPANY, an Unlimited Liability Company Organized Under the Laws of British Columbia (The "Parent Borrower"), NEW RED FINANCE, INC., a Delaware Corporation (The "Subsidiary Borrower" and Together With the Parent Borrower, the "Borrowers"), 1013421 B.C. UNLIMITED LIABILITY COMPANY, an Unlimited Liability Company Organized Under the Laws of British Columbia ("Holdings"), the Other Guarantors Party Hereto, JPMORGAN CHASE BANK, N.A. ("JPMCB (October 26th, 2017)

This CREDIT AGREEMENT is entered into as of October 27, 2014, and amended as of May 22, 2015, and further amended as of February 17, 2017, among 1011778 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (the "Parent Borrower"), New Red Finance, Inc., a Delaware corporation (the "Subsidiary Borrower" and together with the Parent Borrower, the "Borrowers"), 1013421 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia ("Holdings"), JPMORGAN CHASE BANK, N.A. ("JPMCB"), as Administrative Agent, Collateral Agent and Swing Line Lender and each L/C Issuer and lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender").

Female Health Company (The) – VERU INC. And as Trustee Guaranteed to the Extent Set Forth Therein by the Guarantors Named Herein. INDENTURE Dated as Of (October 25th, 2017)
ARTICLE I the Merger 2 Section 1.01 the Merger 2 Section 1.02 Closing 2 Section 1.03 Effective Time 2 Section 1.04 Effects 2 Section 1.05 Articles of Incorporation and By-Laws 2 Section 1.06 Directors and Officers of Surviving Company 2 ARTICLE II Effect on the Capital Stock of the Constituent Entities; Exchange of Certificates 3 Section 2.01 Effect on Capital Stock 3 Section 2.02 Exchange of Certificates; Payment Fund; Deliverables 4 Section 2.03 Dissenters Rights 8 ARTICLE III Representations and Warranties of Parent and Merger Sub 8 Section 3.01 Organization, Standing and Power 8 Section 3. (October 23rd, 2017)

AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of October 22, 2017, by and among Exactech, Inc., a Florida corporation (the Company), Osteon Holdings, L.P., a Delaware limited partnership (Parent), and Osteon Merger Sub, Inc., a Florida corporation and a wholly owned indirect Subsidiary of Parent (Merger Sub).

Knowles Corp – REVOLVING CREDIT FACILITY AGREEMENT Dated as of October 11, 2017, Among KNOWLES CORPORATION, the BORROWING SUBSIDIARIES Party Hereto, the LENDERS Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent JPMORGAN CHASE BANK, N.A., MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and CITIBANK, N.A., as Joint Lead Arrangers and Joint Bookrunners BANK OF AMERICA, N.A. And CITIBANK, N.A., as Syndication Agents SUMITOMO MITSUI BANKING CORPORATION and PNC BANK, NATIONAL ASSOCIATION, as Documentation Agents (October 13th, 2017)

CREDIT AGREEMENT dated as of October 11, 2017 (this Agreement), among KNOWLES CORPORATION, KNOWLES LUXEMBOURG INTERNATIONAL S.A R.L., the other BORROWING SUBSIDIARIES from time to time party hereto, the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.