Holland & Hart Sample Contracts

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Stillwater Mining Company – Contract (February 3rd, 2006)

Exhibit 10.1 AMENDMENT NO. 1 TO CREDIT AGREEMENT THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of January 31, 2006 (this "Amendment"), is made by and among STILLWATER MINING COMPANY, a Delaware corporation (the "Borrower"), the New Term Lenders (as defined below) and TORONTO DOMINION (TEXAS) LLC, as administrative agent (in such capacity, the "Administrative Agent"), for the Lenders (such capitalized term and all other capitalized terms not otherwise defined herein shall have the meanings set forth in the Credit Agreement referred to below). W I T N E S S E T H: WHEREAS, the Borrower, the Lenders, the Administrative Agent, U.S. Bank National Association, as documentation agent, and TD Securities (USA) LLC (formerly known as TD Securities (USA) Inc.), as lead arranger, have heretofore entered into that certain Credit Agreement, dated as of August 3, 2004 (the "Existing Credit Agreement", and as amended by

Trend Mining Co – Contract (September 23rd, 2005)

EXHIBIT 10.2 20 SEPTEMBER, 2005 TREND MINING COMPANY (AS CHARGOR) AND PACIFIC RIM MINING CORP. (AS CHARGEE) CHARGE OVER SHARES IN DMC CAYMAN INC. MAPLES AND CALDER CHARGE OVER SHARES AND ASSIGNMENT THIS CHARGE AND ASSIGNMENT is made on 20 September, 2005 BETWEEN: (1) TREND MINING COMPANY, a corporation organized and existing under the laws of Delaware (the "CHARGOR"); and (2) PACIFIC RIM MINING CORP., a British Columbia company (the "CHARGEE"). WHEREAS: (A) Pursuant to the Agreement (as defined below), the Chargor has acquired the Purchased Assets (as defined in the Agreement) su

Midgardxxi Inc – Contract (August 24th, 2001)

PAGE ARTICLE I THE MERGER......................................................................1 1.1 The Merger........................................................................1 1.2 The Closing.......................................................................1 1.3 Effective Date and Time...........................................................2 1.4 Certificate of Incorporation of the Surviving Corporation.........................2 1.5 Bylaws of the Surviving Corporation...............................................2 1.6 Effects of Merger.................................................................2 1.7 Directors and Officers............................................................3 1.8 Conversion of Shares..............................................................4 1.9 Tax-Free Reorganization..........................................

Midgardxxi Inc – Contract (August 23rd, 2001)

OTHER DEFINITIONS DEFINED IN SECTION "COMPANY" Preamble "CONVERSION AMOUNT" 2(a) "CONVERSION EVENT" 2(d) "ECRIX" 2(a) "INTEREST RATE" 1(a) "MATURITY" 1(a) "NOTE" Preamble "ORIGINAL ISSUE DATE" Preamble "PAYEE" Preamble "STATED MATURITY DATE" Preamble

Navigant International Inc – Contract (November 27th, 2000)

iv Schedule A -- Information Relating to Purchasers Schedule B -- Defined Terms Schedule 4.9 -- Changes in Corporate Structure Schedule 5.3 -- Disclosure Materials Schedule 5.4 -- Subsidiaries of the Company and Ownership of Subsidiary Stock Schedule 5.5 -- Financial Statements Schedule 5.8 -- Certain Litigation Schedule 5.11 -- Patents, etc. Schedule 5.14 -- Use of Proceeds Schedule 5.15 -- Existing Indebtedness Schedule 10.11 -- Existing Investments Exhibit 1 -- Form of 9.84% Senior Secured Note due November 15, 2006 Exhibit 4.4(a) -- Form of Opinion of Special Counsel for the Company Exhibit 4.4(b) -- Form of Opinion of Special Counsel for the

Arkona – Stock Acquisition Agreement (April 24th, 2000)
Internet Commerce & Communic – Contract (January 7th, 2000)

Page ---- 1. DEFINITIONS ..................................................................................................1 2. BASIC TRANSACTION ............................................................................................6 (a) Purchase and Sale of Acquired Assets .....................................................................6 (b) Assumption of Liabilities ................................................................................6 (c) Purchase Price ...........................................................................................6 (d) Adjustment to Purchase Price .............................................................................8 (e) The Closing ...............................................

Internet Commerce & Communic – Asset Purchase Agreement (December 9th, 1999)

ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT entered into as of this 24th day of November 1999, by and among RMI.NET, INC., a Delaware corporation (the "Buyer") and WESTERN REGIONAL NETWORKS, INC., a Colorado corporation and the shareholders whose names are on the signature page hereto (the "Seller"). The Buyer and Seller are sometimes referred to collectively herein as the "Parties". This Agreement contemplates a transaction in which the Buyer will purchase substantially all of the assets of the Seller in return for the consideration hereinafter set forth. The Parties intend that the transaction contemplated by this Agreement constitute a tax-free reorganization pursuant to Section 368(a)(1)(C) of the Internal Revenue code of 1986, as amended. NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows

Internet Commerce & Communic – Contract (December 6th, 1999)

Exhibit A - Acquired Assets Exhibit A-1 - Customer Contracts and Customer List Exhibit A-2 - Supplier Contracts and Supplier List Exhibit A-3 - Tangible Assets Exhibit A-4 - Accounts Receivable Exhibit A-5 - Commercial Lease Agreements Exhibit B - Lockup Agreement Exhibit C - Bill of Sale Exhibit D - Assignment and Assumption of Contracts Exhibit E - Financial Statements Exhibit F - Registration Rights Agreement iv Exhibit G - Opinion of Counsel to Seller Exhibit H - Opinion of Counsel to Buyer Exhibit I - Escrow Agreement Exhibit J - Customer Transition Agreement Exhibit K - Interim Agreement to Permit Occupancy Pending Assignment of Leases Disclosure Schedule. v ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT entered into as of this 19th day of November, 1999, by and among RMI.NET, INC., a Delaware corporation

Zoll Medical Corp – Purchase Agreement (October 29th, 1999)
Navigant International Inc – Contract (October 27th, 1999)

Page Article 1. DEFINITIONS.......................................................................... 1 1.1 Accretion Amount....................................................................... 1 1.2 Act.................................................................................... 1 1.3 Affiliate.............................................................................. 1 1.4 Agreement.............................................................................. 1 1.5 Business............................................................................... 1 1.6 Business Plan.......................................................................... 1 1.7 Capital Account........................................................................ 1 1.8 Capital Contribution...............................................................

Internet Commerce & Communic – Asset Purchase Agreement (September 15th, 1999)

Exhibit A - Acquired Assets Exhibit A-1 - Customer Contracts Exhibit A-2 - Supplier Contracts Exhibit A-3 - Tangible Assets Exhibit A-4 - Inventory iii Exhibit A-5 - Other Obligations Exhibit A-6 - Interim Sublease Agreement Exhibit B - Excluded Assets Exhibit C - Lockup Agreement Exhibit D - Bill of Sale Exhibit E - Assignment and Assumption Agreements Exhibit E-1 - Assignment and Assumption of Customer Contracts Exhibit E-2 - Assignment and Assumption of Supplier Contracts Exhibit F - Financial Statements Exhibit G - PUC and FCC Authorizations Exhibit H - Registration Rights Agreement Exhibit I - Opinion of Counsel to Seller Exhibit J - Opinion of Counsel to Buyer Exhibit K - Escrow Agreement Exhibit L -Prospective RMR Disclosure Schedules iv ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agree

Internet Commerce & Communic – Contract (September 14th, 1999)

TABLE OF CONTENTS 1. Definitions .....................................................................1 2. Basic Transaction ...............................................................5 (a) Purchase and Sale of Acquired Assets .......................................5 (b) Purchase Price .............................................................5 (c) Adjustments to Purchase Price ..............................................7 (d) The Closing ................................................................7 (e) Deliveries at the Closing ..................................................7 (f) Allocation .................................................................7 (g) No Assumption of Liabilities ...............................................7 3. Representations and Warranties of the Seller ....................................7 (a) Organization of the Se

Ucap Inc – Escrow Agreement (September 7th, 1999)
Internet Commerce & Communic – Contract (August 30th, 1999)

4 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement"), entered into as of this 30th day of July, 1999, is by and between RMI.NET, INC., Delaware corporation (the "Buyer"), ACES RESEARCH, INC., an Arizona corporation (the "Seller"), and EHUD GAVRON, JOE FICO and MATTHEW RAMSEY (collectively, the "Seller Shareholders"). The Buyer, the Seller and the Seller Shareholders are sometimes referred to collectively herein as the "Parties." 1. DEFINITIONS. "ACCREDITED INVESTOR" has the meaning set forth in Regulation D promulgated under the Securities Act. "ACQUIRED ASSETS" means all right, title, and interest in and to the following assets of the Seller: (a) all customer contract rights and customer lists; (b) all licenses, licensing agreements, permits, domains, IP Addresses and governmental rights; (c) all Intellectual Property, goodwill associated therewith, licenses and sublicenses granted or obtained w

Internet Commerce & Communic – Contract (August 26th, 1999)

Exhibit A - Acquired Assets Exhibit B - Excluded Assets Exhibit C - Assumed Liabilities Exhibit D - Bill of Sale Exhibit E - Assignment and Assumption of Customer Contracts Exhibit F - Assignment and Assumption of Supplier Contracts Exhibit G - Financial Statements Exhibit H - PUC and FCC Authorizations iv Exhibit I - Opinions of Counsel Exhibit J - Registration Rights Agreement Exhibit K - Allocation Schedule Exhibit L - Escrow Agreement Disclosure Schedules v ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "Agreement") entered into as of this 30th day of July, 1999, by and between RMI.NET, INC., a Delaware corporation, f/k/a ROCKY MOUNTAIN INTERNET, INC. (the "Buyer"), TRIAD RESOURCES, L.L.C., an Oklahoma limited liability company (the "Seller"), and Ms. Carol L. Mersch and Mr. Charles A. Bacher (the "Members"). The Buyer, the Seller and the

Internet Commerce & Communic – Contract (July 19th, 1999)

Exhibit A - Acquired Assets Exhibit A-1 - Customer Contracts Exhibit A-2 - Supplier Contracts Exhibit A-3 - Fixed Assets Exhibit A-4 - Inventory Exhibit B - Lockup Agreement Exhibit C - Bill of Sale Exhibit D - Assignment and Assumption of Customer Contracts Exhibit E - Assignment and Assumption of Supplier Contracts Exhibit F - Financial Statements Exhibit G - PUC and FCC Authorizations iv Exhibit H - Opinions of Counsel Exhibit I - Registration Rights Agreement Disclosure Schedules v ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT entered into as of this 25th day of June, 1999, by and between ROCKY MOUNTAIN INTERNET, INC., a Delaware corporation d/b/a RMI.NET (the "Buyer"), and CYBERDESIC COMMUNICATIONS CORPORATION, INC., an Illinois corporation (the "Seller"). The Buyer and the Seller are referred to collect

Newstate Holdings Inc – Escrow Agreement (July 2nd, 1999)
Internet Commerce & Communic – Contract (July 1st, 1999)

4 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is entered into as of this 10TH day of June, 1999 by and among ROCKY MOUNTAIN INTERNET, INC., a Delaware corporation d/b/a RMI.NET (the "Buyer"), and INTERNET CONNECT, INC., a Utah corporation ("ICI"), and ICI's wholly owned subsidiary, INTERWEB DESIGN AND HOSTING, INC., a Utah corporation ("IWDH"), and Jay W. Mason, M.D., Dax J.C. Kelson, David S. Jennings, David L. Alderson, Jr., and Timothy H. Crawford, M.D. (collectively, the "Sellers"). The Buyer, ICI, IWDH, and the Sellers are referred to collectively herein as the "Parties". RECITALS: A. The Sellers have all right, title and interest in and to 1,427.56 shares of the issued and outstanding common stock, no par value per share, of ICI, representing all of the issued and outstanding shares of stock of ICI (the "Seller Shares"), and ICI has all right, title and interest i

Internet Commerce & Communic – Asset Purchase Agreement (February 17th, 1999)
Glacier Bancorp, Inc. – Stock Option Agreement (January 16th, 1998)
Ugc Holdings Inc – Contract (December 24th, 1997)

CONTENTS -------- Clause Heading Page 1 Purpose and definitions.......................................................................1 1.1 Purpose..............................................................................1 1.2 Definitions..........................................................................1 1.3 Headings............................................................................21 1.4 Construction of certain terms.......................................................21 1.5 Majority Banks......................................................................23 1.6 Agent's opinion.....................................................................23 2 The F

Recycling Industries Inc – Credit Agreement (December 22nd, 1997)
First Interstate Bancsystem – Subordinated Notes Due October 1, 2006 (October 15th, 1996)