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Amended and Restated Credit Facility Agreement (November 3rd, 2017)

This AMENDED AND RESTATED CREDIT FACILITY AGREEMENT ("2017 Agreement" and "Agreement") is made as of the 30th day of October, 2017, by and among TRANSCAT, INC. ("Borrower"), a corporation formed under the laws of the State of Ohio with offices at 35 Vantage Point Drive, Rochester, New York 14624, and MANUFACTURERS AND TRADERS TRUST COMPANY ("Lender"), a New York banking corporation, with offices at 3 City Center, 180 S. Clinton Avenue, Rochester, NY 14604.

Athenex, Inc. – Agreement for Medical Technology Research, Development, Innovation, and Commercialization Alliance (May 12th, 2017)

This AGREEMENT FOR MEDICAL TECHNOLOGY RESEARCH, DEVELOPMENT, INNOVATION, AND COMMERCIALIZATION ALLIANCE (Agreement) is effective as of May 1, 2015 (Effective Date) and is between FORT SCHUYLER MANAGEMENT CORPORATION (FSMC), a not-for-profit corporation existing under the laws of the State of New York having an office located at 257 Fuller Road, Albany, New York 12203, and KINEX PHARMACEUTICALS, INC. (KINEX), a Delaware corporation with its principal office located at 701 Ellicott Street, Buffalo, New York 14203. FSMC and KINEX are sometimes each referred to in this Agreement individually as a Party and collectively as Parties.

Athenex, Inc. – Agreement for Medical Technology Research, Development, Innovation, and Commercialization Alliance (May 1st, 2017)

This AGREEMENT FOR MEDICAL TECHNOLOGY RESEARCH, DEVELOPMENT, INNOVATION, AND COMMERCIALIZATION ALLIANCE (Agreement) is effective as of May 1, 2015 (Effective Date) and is between FORT SCHUYLER MANAGEMENT CORPORATION (FSMC), a not-for-profit corporation existing under the laws of the State of New York having an office located at 257 Fuller Road, Albany, New York 12203, and KINEX PHARMACEUTICALS, INC. (KINEX), a Delaware corporation with its principal office located at 701 Ellicott Street, Buffalo, New York 14203. FSMC and KINEX are sometimes each referred to in this Agreement individually as a Party and collectively as Parties.

Seneca Foods Corp – Loan and Guaranty Agreement (December 9th, 2016)
AGREEMENT AND PLAN OF MERGER Among: Everyday Health, Inc., a Delaware Corporation; Ziff Davis, LLC, a Delaware Limited Liability Company; Project Echo Acquisition Corp., a Delaware Corporation; And Solely With Respect to Section 9.11 J2 Global, Inc., a Delaware Corporation Dated as of October 21, 2016 (October 27th, 2016)

THIS AGREEMENT AND PLAN OF MERGER (Agreement) is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company (Parent); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Purchaser); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the Guarantor); and Everyday Health, Inc., a Delaware corporation (the Company). Certain capitalized terms used in this Agreement are defined in Exhibit A .

Everyday Health, Inc. – AGREEMENT AND PLAN OF MERGER Among: Everyday Health, Inc., a Delaware Corporation; Ziff Davis, LLC, a Delaware Limited Liability Company; Project Echo Acquisition Corp., a Delaware Corporation; And Solely With Respect to Section 9.11 J2 Global, Inc., a Delaware Corporation Dated as of October 21, 2016 (October 21st, 2016)

This Agreement and Plan of Merger ("Agreement") is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company ("Parent"); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("Purchaser"); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the "Guarantor"); and Everyday Health, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Exhibit A.

Evans Bancorp, Inc. – Agreement and Release (March 3rd, 2016)

This Agreement and Release (this "Agreement") is entered into as of the 5th day of November, 2015, by and among Evans Bancorp, Inc. (the "Company"), Evans Bank, N.A. (the "Bank") and Gary A. Kajtoch (the "Executive").

Fourth Amended and Restated Credit Facility Agreement (January 25th, 2013)

This FOURTH AMENDED AND RESTATED CREDIT FACILITY AGREEMENT (this "Agreement") is made as of January 18, 2013 by and among IEC ELECTRONICS CORP., a corporation formed under the laws of the State of Delaware ("Borrower") and MANUFACTURERS AND TRADERS TRUST COMPANY ("Lender"), a New York banking corporation, with offices at 255 East Avenue, Rochester, New York 14604. This Agreement evidences in part obligations evidenced by, and amends and restates in its entirety the Third Amended and Restated Credit Facility Agreement made between the Borrower and Lender, dated as of December 17, 2010, as amended ("Prior Agreement"). All references to the Prior Agreement in any Loan Document made or delivered in connection with the Prior Agreement shall be deemed to be references to the Prior Agreement as amended and restated by this Agreement.

Credit Facility Agreement (November 9th, 2012)

"Permitted Consignment Inventory" means, provided there exists no Event of Default, inventory in the maximum aggregate amount of $100,000 at any one time which may be held by third parties on a consignment basis for Canadian west coast distribution. The Borrower shall provide to Lender upon its request therefor, a detailed listing of all consignment arrangements and the Inventory thereunder.

Agreement and Release (December 28th, 2011)

Except as provided below, Ms. Topel-Samek, for herself and her agents, representatives, heirs, beneficiaries and assigns, promises never to file a suit, charge, complaint, demand, action, or otherwise assert any claims against the Company arising from her employment with the Company or separation therefrom, including, but not limited to, the claims referenced above in Section 2 of this Agreement, and Ms. Topel-Samek represents that no such claim or demand presently is pending, and that if any action does exist or is hereafter brought, that she expressly waives any claim to any form of relief or recovery and agrees to reimburse the Company for all payments provided hereunder, as well as the reasonable costs and attorneys' fees incurred in defending such action.

Connecticut Light & Power Co – CONNECTICUT DEVELOPMENT AUTHORITY and THE CONNECTICUT LIGHT AND POWER COMPANY LOAN AGREEMENT Dated as of October 1, 2011 Connecticut Development Authority $120,500,000 Pollution Control Revenue Refunding Bonds (The Connecticut Light and Power Company Project - 2011A Series) (October 28th, 2011)

THIS LOAN AGREEMENT, made and dated as of October 1, 2011, by and between the CONNECTICUT DEVELOPMENT AUTHORITY (as more fully defined in Section 1.1 hereof, the Authority), a body corporate and politic constituting a public instrumentality and political subdivision of the State of Connecticut (the State), and THE CONNECTICUT LIGHT AND POWER COMPANY, a corporation organized and existing under the laws of the State of Connecticut (as more fully defined in Section 1.1 hereof, the Borrower),

Lucid – Instructions to Subscription Agreement (August 1st, 2011)
Lucid – Instructions to Subscription Agreement (August 1st, 2011)
Ultralife Batteries, Inc. – Settlement Agreement (June 2nd, 2011)

This Settlement Agreement (Agreement) is entered into among the United States of America, acting through the United States Department of Justice and on behalf of Department of Defense (collectively the United States) and Ultralife Corporation, formerly known as Ultralife Batteries, Inc. (hereafter collectively referred to as the Parties), through their authorized representatives.

Harris & Harris Group – Revolving Loan Agreement (February 24th, 2011)

This REVOLVING LOAN AGREEMENT ("Agreement") is dated this 24th day of February, 2011, by and between HARRIS & HARRIS GROUP, INC., a New York business corporation with an address of 1450 Broadway, 24th Floor, New York, New York 10018 ("Borrower") and TD BANK, N.A., a national banking association with an address at 324 South Service Road, Melville, New York 11747 ("Lender").

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 30, 2010 Among HARRIS INTERACTIVE INC., as Borrower THE LENDERS PARTY HERETO and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and Issuing Bank (July 6th, 2010)

Exhibit A Form of Assignment and Assumption Exhibit B Form of Opinion of Borrowers Counsel Exhibit C-1 Form of Revolving Credit Note Exhibit C-2 Form of Term Loan Note Exhibit D Form of Borrowing Request Exhibit E Form of Compliance Certificate Exhibit F Form of Amended and Restated Master Guaranty Exhibit G Form of Amended and Restated Master Securities Pledge Agreement Exhibit H Form of Amended and Restated Master Security Agreement

WAIVER AND AMENDMENT AGREEMENT NO. 1 to That Certain CREDIT AGREEMENT (May 5th, 2010)

EXHIBITS: Exhibit A Form of Assignment and Assumption Exhibit B Form of Opinion of Borrowers Counsel Exhibit C-1 Form of Revolving Credit Note Exhibit C-2 Form of Term A Note Exhibit C-3 Form of Term B Note Exhibit D Form of Borrowing Request Exhibit E Form of Compliance Certificate Exhibit F Form of Master Guaranty Exhibit G Form of Master Securities Pledge Agreement Exhibit H Form of Master Security Agreement

Canandaigua National – Asset Purchase Agreement (February 12th, 2010)

THIS AGREEMENT is made by and among Greentree Capital Management, L.L.C. (Seller), Peter J. Gaess (Principal), T.C. Lewis (for the purposes of Section 3.02 only)(Lewis) and The Canandaigua National Bank and Trust Company (Buyer).

Contract (August 7th, 2009)
WAIVER AND AMENDMENT AGREEMENT NO. 1 to That Certain CREDIT AGREEMENT (February 9th, 2009)

EXHIBITS: Exhibit A Form of Assignment and Assumption Exhibit B Form of Opinion of Borrowers Counsel Exhibit C-1 Form of Revolving Credit Note Exhibit C-2 Form of Term A Note Exhibit C-3 Form of Term B Note Exhibit D Form of Borrowing Request Exhibit E Form of Compliance Certificate Exhibit F Form of Master Guaranty Exhibit G Form of Master Securities Pledge Agreement Exhibit H Form of Master Security Agreement

Employment Agreement (October 22nd, 2008)

EMPLOYMENT AGREEMENT (Agreement) effective as of October 21, 2008 (the Effective Date) between HARRIS INTERACTIVE INC., a Delaware corporation (Company), and KIMBERLY TILL (Executive).

Standard Form of Office Lease (September 15th, 2008)

AGREEMENT OF LEASE, made as of this day of December 1985, between BELLEMEAD DEVELOPMENT CORPORATION, a Delaware corporation, having an office at 4 Becker Farm Road, Roseland, New Jersey 07068 (the Landlord), and TOTAL RESEARCH CORPORATION, a New Jersey corporation, having an address at 352 Wall Street, Princeton, New Jersey 08530 (the Tenant).

TompkinsTrustco, Inc. – Contract (November 13th, 2007)

Exhibit 99.2 AGREEMENT AND PLAN OF MERGER BY AND AMONG TOMPKINS FINANCIAL CORPORATION, TMP MERGECO, INC., AND SLEEPY HOLLOW BANCORP, INC. DATED AS OF NOVEMBER 9, 2007 TABLE OF CONTENTS ARTICLE I PLAN OF MERGER .................................................. 1 1.1 Definitions ..................................................... 1 1.2 The Merger ...................................................... 7 1.3 Conversion of SHB Common Stock .................................. 8 1.4 Surrender of SHB Common Stock Certificates ...................... 9 1.5 Preferred Stock ................................................. 10 1.6 The Bank Merger .................................................

Employment Agreement (September 12th, 2007)

This Agreement amends, restates, and replaces in its entirety (i) the Agreement dated June 7, 2005 between the Company and the Executive related to change in control of the Company, and (ii) the Employment Agreement between Company and Executive dated as of October 5, 1990, as amended by letter dated September 9, 2004 (collectively, the Prior Agreement); provided, however, that all rights of Executive to payments and benefits under the Prior Agreement fully earned and accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements between the Company and the Executive in effect on the Effective Date, which stock option agreements shall remain unchanged and in full force according and subject to the terms contained therein.

Employment Agreement (September 12th, 2007)

This Agreement amends, restates, and replaces in its entirety the letter employment agreement between the Company and Executive dated as of September 6, 2002 and the Change in Control Agreement provided by the Company to Executive in 2003 and executed August 21, 2007 (the Prior Agreements); provided, however, that all rights of Executive to payments and benefits under the Prior Agreements that are accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements and restricted stock agreements between Company and Executive in effect on the Effective Date, which stock option agreements and restricted stock agreements shall remain unchanged and in full force and effect according and subject to the terms contained therein.

Global Healthcare Reit, Inc. – Asset Purchase and Sale Agreement (June 19th, 2007)

THIS AGREEMENT is made and entered into effective this 14th day of June, 2007, by GLOBAL CASINOS, INC., a Utah corporation and an acquisition subsidiary to be formed for the sole purpose of acquiring the assets of Doc Holliday Casinos, LLC (Global or Buyer), and DOC HOLLIDAY CASINOS, LLC, a Colorado limited liability company, (Doc Holliday or Seller).

Employment Agreement (May 7th, 2007)

This Agreement amends, restates, and replaces in its entirety the Employment Agreement between the Company and Executive dated as of April 3, 2006 (the Prior Agreement); provided, however, that all rights of Executive to payments and benefits under Section 3 of the Prior Agreement accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements and restricted stock agreements between Company and Executive in effect on the Effective Date, which stock option agreements and restricted stock agreements shall remain unchanged and in full force and effect according and subject to the terms contained therein.

Employment Agreement (May 7th, 2007)

This Agreement amends, restates, and replaces in its entirety the Amended and Restated Employment Agreement between Company and Executive dated as of September 25, 2005 (collectively, the Prior Agreement); provided, however, that all rights of Executive to payments and benefits under Sections 3.1 3.7, inclusive, of the Prior Agreement accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements between the Company and the Executive in effect on the Effective Date, which stock option agreements shall remain unchanged and in full force according and subject to the terms contained therein.

Employment Agreement (May 7th, 2007)

This Agreement amends, restates, and replaces in its entirety the Employment Agreement between Company and Executive dated as of March 6, 2006 (the Prior Agreement); provided, however, that all rights of Executive to payments and benefits under Sections 3.1 3.7, inclusive, of the Prior Agreement accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements between the Company and the Executive in effect on the Effective Date, which stock option agreements shall remain unchanged and in full force according and subject to the terms contained therein.

Employment Agreement (May 7th, 2007)

This Agreement amends, restates, and replaces in its entirety the Employment Agreement between Company and Executive dated as of July 1, 2003, as amended (collectively, the Prior Agreement); provided, however, that all rights of Executive to payments and benefits under Sections 3.1 3.6, inclusive, of the Prior Agreement accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements between the Company and the Executive in effect on the Effective Date, which stock option agreements shall remain unchanged and in full force according and subject to the terms contained therein.

Pro-Fac Cooperative, Inc. – Pro-Fac Cooperative, Inc. And Allens, Inc. Raw Product Supply Agreement (April 20th, 2007)

This Agreement, by and between Pro-Fac Cooperative, Inc. (Pro-Fac) and Allens, Inc. (Allens) supersedes the portion of Amended and Restated Marketing and Facilitation Agreement (the prior Agreement), dated as of August 19, 2002 between Pro-Fac and Birds Eye Foods, Inc. f/k/a Agrilink Foods, Inc. (Birds Eye or Agrilink), which was assigned by Birds Eye to Allen effective December 22, 2006, upon the closing of the acquisition by Allens of the non-branded frozen vegetable business of Birds Eye, including the processing facilities located at Bergen and Oakfield, New York (collectively the Allens processing facilities), which were supplied raw product pursuant to the Prior Agreement.

Opko Health Inc – Merger Agreement and Plan of Reorganization (April 2nd, 2007)

THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this Agreement), dated as of March 27, 2007, is entered into by and among Acuity Pharmaceuticals, Inc., a Delaware corporation (Acuity), Froptix Corporation, a Florida corporation (Froptix), eXegenics Inc. a Delaware corporation (Parent), e-Acquisition Company I-A, LLC, a Delaware limited liability company, which is a wholly owned subsidiary of Parent (Merger Sub I) and e-Acquisition Company II-B, LLC, a Delaware limited liability company which is a wholly owned subsidiary of Parent (Merger Sub II).

Dynasil Corporation Of America – Contract (October 6th, 2006)
Sls International Inc. – License Agreement (June 29th, 2006)

This License Agreement (this Agreement), dated June 23, 2006 (the Effective Date), is by and between SLS INTERNATIONAL, INC., a Delaware corporation with an address at 1650 West Jackson, Ozark, Missouri 65721 (SLS) and DGM AUDIO LLC, a Florida limited liability company with an address at 1761 West Hillsboro Boulevard, 401 Deerfield Beach, Florida 33442 (Newco).

Employment Agreement (April 7th, 2006)

This Agreement amends, restates, and replaces in its entirety the Employment Agreement between the Company and Executive dated as of January 1, 2004 (the Prior Agreement); provided, however, that all rights of Executive to payments and benefits under Section 3 of the Prior Agreement accrued but unpaid as of the Effective Date shall survive execution of this Agreement. This Agreement does not modify the terms of any stock option agreements between Company and Executive in effect on the Effective Date, which stock option agreements shall remain unchanged and in full force and effect according and subject to the terms contained therein.