Husch Blackwell Sample Contracts

Share Cite Term
Link

Embed (HTML)
Contents (August 29th, 2017)

This TERM LOAN AGREEMENT dated as of August 29, 2017 (this Agreement) is among GREEN PLAINS INC. (the Borrower), the Lenders (as defined below), BNP PARIBAS, as administrative agent and as collateral agent.

Eighth Amendment to Credit Agreement (August 29th, 2017)

This EIGHTH AMENDMENT TO CREDIT AGREEMENT (this Eighth Amendment) dated as of August 29, 2017 is among GREEN PLAINS GRAIN COMPANY LLC, a Delaware limited liability company (including in its capacity as successor by merger to Green Plains Essex Inc., an Iowa corporation, the Borrower), the Lenders party to the Credit Agreement (as defined below) and BNP PARIBAS, as Administrative Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Credit Agreement.

Tortoise Capital Resources Corporation – Revolving Credit Agreement (August 2nd, 2017)

THIS AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this "Agreement") is made the 8th day of July, 2015, as amended through the Second Amendment, by and among CORENERGY INFRASTRUCTURE TRUST, INC., a Maryland corporation, as borrower ("Borrower"), having its principal place of business at 1100 Walnut, Suite 3350, Kansas City, Missouri 64106, each of the parties now or hereafter signatory hereto as guarantors (collectively "Guarantors"), REGIONS BANK, a national banking association ("Regions") and BANK OF AMERICA, N.A., ("Bank of America") with the other lending institutions that are or may become parties hereto pursuant to SS18 as lenders ("Lenders"), REGIONS BANK, as administrative agent ("Agent") for itself and the other Lenders, REGIONS BANK, as Swing Line Lender, REGIONS BANK, as LC Issuer, BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as syndication agents, and REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPOR

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT PNC BANK, NATIONAL ASSOCIATION (AS AGENT) PNC BANK, NATIONAL ASSOCIATION AND THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO (AS LENDERS) WITH GREEN PLAINS TRADE GROUP LLC AND the Other Persons Joined as Borrowers From Time to Time (BORROWERS) Arranged By: PNC CAPITAL MARKETS LLC AND BANK OF AMERICA, N.A. (AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS) BANK OF AMERICA, N.A. (AS SYNDICATION AGENT) July 28, 2017 (July 31st, 2017)

Fourth Amended and Restated Revolving Credit and Security Agreement dated as of July 28, 2017 among GREEN PLAINS TRADE GROUP LLC, a limited liability company formed under the laws of the State of Delaware (GPTG), and each Person joined as a Borrower from time to time (each a Borrower, and collectively Borrowers), the financial institutions which are now or which hereafter become a party hereto (collectively, the Lenders and each individually a Lender) and PNC BANK, NATIONAL ASSOCIATION (PNC), as agent for Lenders (PNC, in such capacity, the Agent).

Credit and Guaranty Agreement (July 21st, 2017)
General Employment Enterprises, Inc. – Agreement and Plan of Merger (April 6th, 2017)

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") is made and entered into as of March 31, 2017, by and among GEE Group Inc., an Illinois corporation ("Buyer" or "GEE"), GEE Group Portfolio Inc., a Delaware corporation and wholly-owned subsidiary of GEE (the "Merger Subsidiary"), SNI Holdco Inc., a Delaware corporation ("SNI Holdco"), Smith Holdings, LLC a Delaware limited liability company, Thrivent Financial for Lutherans, a Wisconsin corporation, organized as a fraternal benefits society ("Thrivent"), Madison Capital Funding, LLC, a Delaware limited liability company ("Madison") and Ronald R. Smith, in his capacity as a stockholder ("Mr. Smith" and collectively with Smith Holdings, LLC, Thrivent and Madison, the "Principal Stockholders") and Ronald R. Smith in his capacity as the representative of the SNIH Stockholders ("Stockholders' Representative"). Buyer, Merger Subsidiary, SNI Holdco and the Principal Stockholders are collectively referred to herein as the "Parties" or singul

Asset Purchase Agreement (March 31st, 2017)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of March 28, 2017 (the "Execution Date"), by and among ETHOSTREAM LLC, a Wisconsin limited liability company ("Seller"), TELKONET, INC., a Utah corporation, as the shareholder of Seller ("Shareholder"), and DCI-DESIGN COMMUNICATIONS LLC, a Delaware limited liability company ("Buyer").

Lease Agreement (March 7th, 2017)

This LEASE AGREEMENT (this "Lease") is made and entered into as of December 20, 2016, by and between HCP LS REDWOOD CITY, LLC, a Delaware limited partnership ("Landlord"), and SUPPORT.COM, INC., a Delaware corporation ("Tenant").

Victory Energy Corp – Securities Purchase Agreement (February 7th, 2017)

This SECURITIES PURCHASE AGREEMENT (this "Agreement") is dated as of February 1, 2017, among VICTORY ENERGY CORPORATION, a Nevada corporation (the "Company"), and VISIONARY PRIVATE EQUITY GROUP I, LP (the "Investor"). The Company and the Investor are collectively referred to in this Agreement as the "Parties," and each a "Party."

PROVECTUS BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT January 30, 2017 (February 3rd, 2017)
PROVECTUS BIOPHARMACEUTICALS, INC. DEALER-MANAGER AGREEMENT January , 2017 (January 26th, 2017)
Key Link Assets Corp. – Purchase & Sale Agreement (January 6th, 2017)

This PURCHASE & SALE AGREEMENT (this "Agreement") is entered into and effective as of the 30th day of December, 2016 (the "Effective Date"), between Green Stone Capital Partners Limited ("Seller"), a Cayman Islands company, and Foothills Exploration Operating, Inc. ("Buyer"), a corporation organized under the laws of the State of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202. In this Agreement, Buyer and Seller sometimes are referred to individually as a "Party" or collectively as the "Parties".

Key Link Assets Corp. – Purchase & Sale Agreement (January 6th, 2017)

This PURCHASE & SALE AGREEMENT (this "Agreement") is entered into and effective as of the 30th day of December, 2016 (the "Effective Date"), between Total Belief Limited ("Seller"), a British Virgin Islands limited liability company with its principal office at Room 1402, 14/F, New World Tower I, 16-18 Queen's Road Central, Hong Kong and a direct wholly-owned subsidiary of New Times Energy Corporation Limited ("NTE"), a Bermuda limited liability company whose shares are listed on the Main Board of The Stock Exchange of Hong Kong Limited, and Foothills Exploration Operating, Inc. ("Buyer"), a corporation organized under the laws of Nevada, with its principal office at 633 17th Street, Suite 1700-A, Denver, Colorado 80202 In this Agreement, Buyer, and Seller sometimes are referred to individually as a "Party" or collectively as the "Parties".

Turning Point Brands, Inc. – Stock Purchase Agreement (November 21st, 2016)

This Stock Purchase Agreement (this "Agreement"), dated as of November 17, 2016, is entered into by and among National Tobacco Company, L.P., a Delaware limited partnership ("Buyer"), Timothy B. Campbell, an Illinois resident ("Campbell"), Thomas J. Metzler, a California resident ("Metzler"), Timothy B. Cady, a California resident ("Cady"), Mark M. Howard, a California resident ("Howard"), Sheilla V. Andrin, a California resident ("Andrin") (each of Campbell, Metzler, Cady, Howard and Andrin, a "Seller" and, collectively, the "Sellers"), Smoke Free Technologies Inc. d/b/a Vapor Beast, a California corporation (the "Company").

Membership Interest Purchase Agreement (November 7th, 2016)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into effective as of the 30th day of September, 2016, by and between Sycamore Street, L.L.C., a Kansas limited liability company ("Seller"), and NHI PropCo, LLC, a Delaware limited liability company ("Buyer").

STOCK PURCHASE AGREEMENT by and Among ISLE OF CAPRI CASINOS, INC., ISLE OF CAPRI MARQUETTE, INC., and CQ HOLDING COMPANY, INC. Dated October 13, 2016 (October 13th, 2016)

THIS STOCK PURCHASE AGREEMENT (this Agreement) is made and entered into as of October 13, 2016 by and among CQ Holding Company, Inc., a Delaware corporation (Buyer), Isle of Capri Casinos, Inc., a Delaware corporation (Seller), and Isle of Capri Marquette, Inc., an Iowa corporation (the Company). Buyer, Seller and the Company are sometimes referred to herein as the Parties and each, a Party.

Stock Purchase Agreement (October 3rd, 2016)

THIS STOCK PURCHASE AGREEMENT (this Agreement), dated as of October 3, 2016, is made by and among SCI Ingredients Holdings, Inc., a Delaware corporation (the Company), Green Plains Inc., an Iowa corporation (Parent), Green Plains II LLC, a Delaware limited liability company and indirect wholly owned subsidiary of Parent (Buyer and together with Parent, the Buyer Parties), the Persons identified as Sellers on the signature page hereto (the Sellers), and Stone Canyon Industries LLC, a Delaware limited liability company, as representative for the Sellers and SAR Holders (the Seller Representative). Capitalized terms not otherwise defined have the meanings given in Article X.

NN, Inc. – Amendment and Restatement Agreement (October 3rd, 2016)

This AMENDED AND RESTATED CREDIT AGREEMENT (this Agreement) is entered into as of September 30, 2016, among NN, Inc., a Delaware corporation (the Borrower), each lender from time to time party hereto (collectively, the Lenders and each individually, a Lender), and SUNTRUST BANK, as successor to KeyBank National Association, as Administrative Agent.

AMENDED AND RESTATED ASSET PURCHASE AGREEMENT Dated as of August 25, 2016 by and Among GREEN PLAINS INC. As Purchaser, and ABENGOA BIOENERGY OF ILLINOIS, LLC, and ABENGOA BIOENERGY OF INDIANA, LLC, as Sellers (September 26th, 2016)

This Amended and Restated Asset Purchase Agreement (this Agreement), dated as of August 25, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Everbridge, Inc. – Sublease (August 19th, 2016)

THIS SUBLEASE (Sublease) is made and entered into as of March 30, 2016, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (Sublandlord), and EVERBRIDGE, INC., a Delaware corporation (Subtenant).

Csa Holdings Inc. – ASSET PURCHASE AGREEMENT Between Big Al's Security Team, LLC, a Colorado Limited Liability Company BAST Oregon, LLC, a Colorado Limited Liability Company BAST Arizona, LLC, a Colorado Limited Liability Company Precision Operations Group, Inc. A Colorado Corporation Precision Operations Group SHS, LLC a Colorado Limited Liability Company and CSA, LLC, a Colorado Limited Liability Company Dated as Of (August 18th, 2016)

This Asset Purchase Agreement (this "Agreement"), dated as of July 26, 2016, is entered into between Big Al's Security Team, LLC, a Colorado limited liability company, BAST Oregon, LLC, a Colorado limited liability company, BAST Arizona, LLC, a Colorado limited liability company Precision Operations Group, Inc. a Colorado corporation, and Precision Operations Group SHS, LLC a Colorado limited liability company (Collectively "Sellers") and CSA, LLC, a Colorado limited liability company, ("Buyer"). With respect to Section 6.04 only,

Amc Entertainment Holdings, Inc. – AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of July 24, 2016 Among Carmike Cinemas, Inc., AMC Entertainment Holdings, Inc. And Congress Merger Subsidiary, Inc. (July 25th, 2016)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2016 and amended and restated as of July 24, 2016 (this Agreement), among Carmike Cinemas, Inc., a Delaware corporation (the Company), AMC Entertainment Holdings, Inc., a Delaware corporation (Parent), and Congress Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Subsidiary). The Company, Parent and Merger Subsidiary are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER Dated as of July 24, 2016 Among Carmike Cinemas, Inc., AMC Entertainment Holdings, Inc. And Congress Merger Subsidiary, Inc. (July 25th, 2016)

This AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER, dated as of March 3, 2016 and amended and restated as of July 24, 2016 (this Agreement), among Carmike Cinemas, Inc., a Delaware corporation (the Company), AMC Entertainment Holdings, Inc., a Delaware corporation (Parent), and Congress Merger Subsidiary, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (Merger Subsidiary). The Company, Parent and Merger Subsidiary are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Exhibit a Form of Bill of Sale Exhibit B Form of Trustee Deed Exhibit C Form of Assignment and Assumption Agreement Exhibit D Form of Assumption and Assignment of Leases Exhibit E Ip Assignment and Assumption Agreement Exhibit F Bidding Procedures Order Exhibit G Sale Order Exhibit H Inventory Valuation Methodology Exhibit I Form of Estoppel Certificate Exhibit J Plants Exhibit K Permitted Encumbrances (June 13th, 2016)

This Asset Purchase Agreement (this Agreement), dated as of June 12, 2016 (the Agreement Date), by and among Green Plains Inc., an Iowa corporation, or its assignee pursuant to Section 12.4 (Purchaser) and one or more other persons designated by the Purchaser (collectively, the Purchaser Designees), and by and among Abengoa Bioenergy of Illinois, an Illinois LLC (AB Illinois), Abengoa Bioenergy of Indiana LLC, an Indiana LLC (AB Indiana, and, together with AB Illinois, the Sellers). Purchaser and the Sellers are collectively referred to herein as the Parties and individually as a Party. For the purposes of this Agreement, capitalized terms used herein shall have the meanings set forth herein or in Article X.

Purchase Agreement (May 24th, 2016)
Forestar Group Inc – Purchase and Sale Agreement (May 10th, 2016)

THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into to be effective as of February 4, 2016 (the "Effective Date"), by and between Capitol of Texas Insurance Group Inc., a Delaware corporation ("Seller"); and Austin Lakeside Hotel Owner LLC, a Delaware limited liability company, or its permitted designee(s) or assign(s) in accordance with this Agreement (individually and collectively, "Purchaser"). Seller and Purchaser are sometimes referred to herein individually as a "Party", and collectively as the "Parties".

Consolidated Edison – Contribution Agreement (April 25th, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of STAGECOACH GAS SERVICES LLC (the "Company"), dated as of , 2016 (the "Effective Date"), is adopted, executed and agreed to, for good and valuable consideration, by Crestwood Pipeline and Storage Northeast LLC, a Delaware limited liability company, and its successors and permitted assigns ("Crestwood"), and Con Edison Gas Pipeline and Storage Northeast, LLC, a New York limited liability company, and its successors and permitted assigns ("CEGPS"). Crestwood and CEGPS are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Inergy – CONTRIBUTION AGREEMENT by and Between CRESTWOOD PIPELINE AND STORAGE NORTHEAST LLC and CON EDISON GAS PIPELINE AND STORAGE NORTHEAST, LLC April 20, 2016 (April 22nd, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of STAGECOACH GAS SERVICES LLC (the "Company"), dated as of , 2016 (the "Effective Date"), is adopted, executed and agreed to, for good and valuable consideration, by Crestwood Pipeline and Storage Northeast LLC, a Delaware limited liability company, and its successors and permitted assigns ("Crestwood"), and Con Edison Gas Pipeline and Storage Northeast, LLC, a New York limited liability company, and its successors and permitted assigns ("CEGPS"). Crestwood and CEGPS are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

CONTRIBUTION AGREEMENT by and Between CRESTWOOD PIPELINE AND STORAGE NORTHEAST LLC and CON EDISON GAS PIPELINE AND STORAGE NORTHEAST, LLC April 20, 2016 (April 22nd, 2016)

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this "Agreement") of STAGECOACH GAS SERVICES LLC (the "Company"), dated as of , 2016 (the "Effective Date"), is adopted, executed and agreed to, for good and valuable consideration, by Crestwood Pipeline and Storage Northeast LLC, a Delaware limited liability company, and its successors and permitted assigns ("Crestwood"), and Con Edison Gas Pipeline and Storage Northeast, LLC, a New York limited liability company, and its successors and permitted assigns ("CEGPS"). Crestwood and CEGPS are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Everbridge, Inc. – Sublease (April 15th, 2016)

THIS SUBLEASE (Sublease) is made and entered into as of March 30, 2016, by and between JACOBS ENGINEERING GROUP INC., a Delaware corporation (Sublandlord), and EVERBRIDGE, INC., a Delaware corporation (Subtenant).

CREDIT AGREEMENT Among TEMPUR SEALY INTERNATIONAL, INC., as Parent Borrower, the Additional Borrowers From Time to Time Parties Hereto, the Several Lenders From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, Dated as of April 6, 2016 JPMORGAN CHASE BANK, N.A., BANK OF AMERICA, N.A., WELLS FARGO SECURITIES, LLC and FIFTH THIRD BANK, as Lead Arrangers and as Joint Bookrunners and BANK OF AMERICA, N.A., WELLS FARGO BANK, N.A. And FIFTH THIRD BANK as Co-Syndication Agents and SUMITOMO MITSUI BANKING CORPORATION, BANK OF NOVA SCOTIA and MIZUHO BANK, LTD. As Co-Docu (April 7th, 2016)

GUARANTEE AND COLLATERAL AGREEMENT, dated as of April 6, 2016, made by each of the signatories hereto (together with any other entity that may become a party hereto as a Grantor and/or Guarantor, as provided herein), in favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions or entities (the "Lenders") from time to time parties to the Credit Agreement, dated as of April 6, 2016 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Tempur Sealy International, Inc. (the "Parent Borrower" and, together with any Additional Borrower from time to time party to the Credit Agreement, as defined therein, the "Borrowers"), the Lenders and the Administrative Agent.

Converted Organics Inc – Confidential Patent License, Settlement and Release Agreement (March 25th, 2016)

THIS CONFIDENTIAL PATENT LICENSE, SETTLEMENT AND RELEASE AGREEMENT ("Agreement") is made and effective as of November 15, 2015 (the "Effective Date"), is entered into by and between FINJAN, INC., a corporation organized and existing under the laws of Delaware, signing on its own behalf and on behalf of its Affiliates, and AVAST SOFTWARE s.r.o., a company organized and existing under the laws of the Czech Republic, signing on behalf of itself and its Affiliates. In consideration of the licenses, terms, conditions and recitals set forth below, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties (as defined below) agree as follows:

Confidential Settlement Agreement and Mutual Release (March 17th, 2016)

This Settlement Agreement (hereinafter "Agreement") is made and entered into as of this 5th day of November, 2015, by and between Tech Investments, LLC, Tech Investments II, LLC, (collectively "Tech Investments" or "Plaintiffs"), Charles M. Newell, in his individual capacity ("Newell"), Charles M. Newell, in his capacity as Sellers' Representative, as that term is defined in the "Membership Interest Purchase Agreement Among LMI Aerospace, Inc., Valent Aerostructures, LLC ("Valent") and its Members dated December 5, 2012" (the "Purchase Agreement"1), Henry H. Newell, in his individual capacity ("Henry H. Newell"), and LMI Aerospace, Inc. (hereinafter "LMI" or "Defendants") (all collectively the "Parties"), all of whom contract and agree as follows.

Confidential Settlement Agreement and Mutual Release (March 11th, 2016)

This Settlement Agreement (hereinafter "Agreement") is made and entered into as of this 5th day of November, 2015, by and between Tech Investments, LLC, Tech Investments II, LLC, (collectively "Tech Investments" or "Plaintiffs"), Charles M. Newell, in his individual capacity ("Newell"), Charles M. Newell, in his capacity as Sellers' Representative, as that term is defined in the "Membership Interest Purchase Agreement Among LMI Aerospace, Inc., Valent Aerostructures, LLC ("Valent") and its Members dated December 5, 2012" (the "Purchase Agreement"1), Henry H. Newell, in his individual capacity ("Henry H. Newell"), and LMI Aerospace, Inc. (hereinafter "LMI" or "Defendants") (all collectively the "Parties"), all of whom contract and agree as follows.

Industrial Property Trust Inc. – Purchase and Sale Agreement (March 10th, 2016)

THIS PURCHASE AND SALE AGREEMENT (the Agreement) is made as of the 24th day of November, 2015 (the Effective Date) by and between LBA/MET PARTNERS I-COMPANY II, LLC, a Delaware limited liability company (Seller), having an office at 3347 Michelson Drive, Suite 200, Irvine, California 92612, and IPT ACQUISITIONS LLC, a Delaware limited liability company (Purchaser), having an office at 518 17th Street, 17th Floor, Denver, Colorado 80202.