Kaye Scholer Sample Contracts

Israel State Of – State of Israel Ministry of Finance Office of the Legal Advisor (January 18th, 2018)
Israel State Of – Ministry of Finance (January 18th, 2018)
Paramount Group – Amended and Restated Credit Agreement (January 16th, 2018)

This AMENDED AND RESTATED CREDIT AGREEMENT ("Agreement") is entered into as of January 10, 2018, among PARAMOUNT GROUP OPERATING PARTNERSHIP LP, a Delaware limited partnership (the "Borrower"), PARAMOUNT GROUP, INC., a Maryland corporation (the "REIT"), certain subsidiaries of the REIT from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the "Lenders" and individually, a "Lender"), BANK OF AMERICA, N.A., as Administrative Agent, and the financial institutions party hereto as L/C Issuers and Swing Line Lenders.

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., AMERICOLD REALTY TRUST, the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, BANK OF AMERICA, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., ROYAL BANK OF CANADA and COOOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, as Syndication Agents and COMPASS BANK, CITIZENS BANK, NATIONAL ASSOCIATION, REGIONS BANK and SUNTRUST BANK, as Documentation Agents Dated as of [_____________], 2017 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, JPMORGAN CHASE BANK, N.A., RBC CAPITAL MARKETS and COOOPERA (January 9th, 2018)

CREDIT AGREEMENT (this Agreement), dated as of [ ], among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the Company), the several banks and other financial institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent.

Legacy Reserves Lp – Third Amendment to Term Loan Credit Agreement (January 5th, 2018)

This THIRD AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this Third Amendment) dated as of December 31, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the Borrower), each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Obligors), CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the Administrative Agent), the Lenders under the Credit Agreement (the Existing Lenders) and each other lender joining the Credit Agreement as a Lender pursuant to this Third Amendment as of the date hereof (such Persons, the Incremental Lenders, and together with the Existing Lenders, the Lenders).

American Realty Capital Healthcare Trust II, Inc. – Hazardous Materials Indemnity Agreement (January 4th, 2018)

THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (the "Agreement") is made as of December 28, 2017, by THE PARTIES LISTED ON SCHEDULE I attached hereto (collectively, the "Borrowers"), and HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Sponsor") (together with Borrowers, individually and collectively, the "Indemnitor"), for the benefit of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (as defined below) under the hereinafter described Loan Agreement (together with its successors and permitted assigns in such capacity, "Administrative Agent"), for the benefit of the Secured Parties.

American Realty Capital Healthcare Trust II, Inc. – Guaranty of Recourse Obligations (January 4th, 2018)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of December 28, 2017, by HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Guarantor"), for the benefit of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders (as defined below) under the hereinafter described Loan Agreement (together with its successors and permitted assigns in such capacity, "Administrative Agent"), and the Lenders.

American Realty Capital Healthcare Trust II, Inc. – LOAN AGREEMENT Dated as of December 28, 2017 by and Among THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO, as Borrowers and CAPITAL ONE, NATIONAL ASSOCIATION, as Administrative Agent and a Lender, THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS LOAN AGREEMENT, as Lenders, With CAPITAL ONE, NATIONAL ASSOCIATION, as Sole Lead Arranger and Bookrunner and THE FINANCIAL INSTITUTIONS WHICH MAY SERVE AS RIGHT LEAD ARRANGERS, DOCUMENTATION AGENTS AND SYNDICATION AGENTS HEREUNDER FROM TIME TO TIME (January 4th, 2018)

This Loan Agreement (including all exhibits and schedules hereto, as the same may be amended, modified, or restated from time to time, this "Agreement") is entered into as of December 28, 2017, by and among THE PARTIES LISTED ON EXHIBIT B ATTACHED HERETO and each other entity that becomes a borrower hereunder pursuant to the terms hereof (each a "Borrower" and collectively, "Borrowers"), CAPITAL ONE, NATIONAL ASSOCIATION ("CONA"), as administrative agent and collateral agent for Lenders (as defined herein) (in such capacity and together with its successors and permitted assigns, "Administrative Agent"), and THE FINANCIAL INSTITUTIONS WHO ARE OR HEREAFTER BECOME PARTIES TO THIS AGREEMENT as Lenders (together with their successors and permitted assigns, each a "Lender" and collectively, "Lenders").

Restructuring Support Agreement (November 30th, 2017)

This RESTRUCTURING SUPPORT AGREEMENT (together with any Exhibits hereto, this Agreement) is made and entered into as of November 29, 2017, by and among:

Annex a Revised Agreement (November 16th, 2017)
JELD-WEN Holding, Inc. – Contract (November 13th, 2017)
Securities Purchase Agreement (November 8th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of November 5, 2017, between ArQule, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each a "Purchaser" and collectively the "Purchasers").

Global Net Lease, Inc. – Environmental Indemnity Agreement (November 7th, 2017)

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (together with all extensions, renewals, modifications, substitutions and amendments hereof, this "Agreement") is made as of the 27th day of October, 2017 by THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, each having an address at c/o Global Net Lease, Inc., 405 Park Avenue, New York, New York 10022 (collectively, "Borrower"), and GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 ("Guarantor", and together with Borrower, individually and collectively, as the context may require, together with their respective permitted successors and assigns, "Indemnitor"), in favor of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 ("Column") and CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013 ("Citi"; each of Column and

KKR Real Estate Finance Trust Inc. – AMENDED & RESTATED MASTER REPURCHASE AGREEMENT Dated as of November 1, 2017 Among KREF LENDING III LLC AND KREF LENDING III TRS LLC as Sellers, and GOLDMAN SACHS BANK USA, as Buyer (November 7th, 2017)

This AMENDED & RESTATED MASTER REPURCHASE AGREEMENT, dated as of November 1, 2017, is by and among KREF LENDING III LLC, a Delaware limited liability company (together with its successors and permitted assigns, "QRS Seller"), KREF LENDING III TRS LLC, a Delaware limited liability company (together with its successors and permitted assigns, "TRS Seller"; together with QRS Seller, the "Sellers" and each a "Seller") and GOLDMAN SACHS BANK USA, a New York chartered bank (together with its successors and permitted assigns, "Buyer"), and amends and restates that certain Master Repurchase Agreement dated as of September 30, 2016 by and among QRS Seller, TRS Seller and Buyer.

Global Net Lease, Inc. – Guaranty Agreement (November 7th, 2017)

THIS GUARANTY AGREEMENT (together with all extensions, renewals, modifications, substitutions and amendments hereof, this "Guaranty") is executed as of October 27, 2017, by GLOBAL NET LEASE OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, having an address at 405 Park Avenue, New York, New York 10022 (together with its permitted successors and assigns, "Guarantor"), for the benefit of COLUMN FINANCIAL, INC., a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 ("Column") and CITI REAL ESTATE FUNDING INC., a New York corporation, having an address at 390 Greenwich Street, 7th Floor, New York, New York 10013 ("Citi", and together with Column and their respective successors and permitted assigns, "Lender"). Capitalized terms utilized herein shall have the meaning as specified in the Loan Agreement (hereinafter defined), unless such term is otherwise specifically defined herein.

Global Net Lease, Inc. – LOAN AGREEMENT Dated as of October 27, 2017 Among EACH OF THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO, Collectively, as Borrower and COLUMN FINANCIAL, INC. And CITI REAL ESTATE FUNDING INC., Collectively, as Lender (November 7th, 2017)
Legacy Reserves Lp – Term Loan Credit Agreement (November 1st, 2017)

This SECOND AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "Second Amendment") dated as of October 30, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the "Borrower"); each of the undersigned guarantors (the "Guarantors", and together with the Borrower, the "Obligors"); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent"); and the Lenders signatory hereto.

CELESTICA INC. FORM OF INDENTURE Dated as of [ ], 20[ ] [ ] TRUSTEE (October 26th, 2017)

INDENTURE, dated as of [ ], 20[ ], by and between Celestica Inc. a corporation duly organized and existing under the laws of the Province of Ontario, Canada (the Company), and [ ], a [ ] corporation, as trustee (the Trustee).

Kennedy-Wilson Holdings Inc. – Amended and Restated Credit Agreement (October 20th, 2017)

JOINDER AGREEMENT, dated as of ___, 20___ (this "Joinder Agreement"), made by the Subsidiary[ies] signatory hereto ([each, a][the] "New Guarantor") in favor of Bank of America, N.A., as administrative agent (in such capacity, together with its successors and assigns, the "Administrative Agent") for the Lenders referred to in that certain Amended and Restated Credit Agreement, dated as of October 20, 2017 (as amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the "Credit Agreement;" the terms defined therein being used herein as therein defined), among Kennedy-Wilson, Inc., a Delaware corporation (the "Parent Borrower"), the Designated Borrowers from time to time party thereto, Kennedy-Wilson Holdings, Inc. and its subsidiaries from time to time party thereto as guarantors, the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, and Bank of America, N.A. and JPMorgan Chase Bank, N.A. as

EntreMed, Inc. – Form of Securities Purchase Agreement (October 19th, 2017)

This Securities Purchase Agreement (this "Agreement") is dated as of October 13, 2017, between CASI Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").

Sterling Bancorp – ASTORIA FINANCIAL CORPORATION, as Issuer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of June 8, 2017 SENIOR DEBT SECURITIES (October 2nd, 2017)

INDENTURE, dated as of June 8, 2017, between Astoria Financial Corporation, a Delaware corporation (the "Company"), and Wilmington Trust, National Association, as trustee (the "Trustee").

Sprague Resources LP – Insurance ..................................................................... ...........................................36 Company Debt and Transaction Expenses ............................................................36 Inventory ..................................................................... ...........................................36 Absence of Certain Changes, Events and Conditions ............................................36 Exclusivity of Representations ................................................ ..............................37 ARTICLE IV REPRESENTATIONS AND WARRANTIE (September 19th, 2017)
FS Credit Real Estate Income Trust, Inc. – MASTER REPURCHASE AND SECURITIES CONTRACT Dated as of August 30, 2017 Among FS CREIT FINANCE WF-1 LLC, as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Buyer (September 7th, 2017)

THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of August 30, 2017 (this Agreement), is made by and between FS CREIT FINANCE WF-1 LLC, a Delaware limited liability company (Seller) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, Buyer). Seller and Buyer (each also a Party) hereby agree as follows:

CSRA Inc. – Third Amendment to Second Amended and Restated Master Accounts Receivable Purchase Agreement (August 9th, 2017)

This THIRD AMENDMENT to the SECOND AMENDED AND RESTATED MASTER ACCOUNTS RECEIVABLE PURCHASE AGREEMENT (this "Amendment"), is made and entered into as of August 8, 2017 (as it may be modified, supplemented or amended from time to time in accordance with its terms) by and among the following parties:

Numerex Corp. – Agreement and Plan of Merger (August 7th, 2017)

AGREEMENT AND PLAN OF MERGER, dated as of August 2, 2017 (this "Agreement"), by and among Sierra Wireless, Inc., a corporation organized under the laws of Canada ("Parent"), Numerex Corp., a Pennsylvania corporation (the "Company") and Wireless Acquisition Sub, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of Parent ("Merger Sub").

Credit Agreement (364-Day Commitment) (August 7th, 2017)

THIS CREDIT AGREEMENT (364-DAY COMMITMENT) ("this Agreement") is entered into as of June 2, 2017, among The Charles Schwab Corporation, a Delaware corporation (the "Borrower"), the several financial institutions from time to time party to this Agreement (collectively the "Lenders"; individually each a "Lender"), and Citibank, N.A., as administrative agent for the Lenders (the "Agent").

Legacy Reserves Lp – Term Loan Credit Agreement (August 4th, 2017)

This FIRST AMENDMENT AND WAIVER TO TERM LOAN CREDIT AGREEMENT (this "First Amendment") dated as of July 31, 2017, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the "Borrower"); each of the undersigned guarantors (the "Guarantors", and together with the Borrower, the "Obligors"); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent"); and the Lenders signatory hereto.

WELLTOWER INC. Shares of Common Stock (Par Value $1.00 Per Share) AMENDED AND RESTATED EQUITY DISTRIBUTION AGREEMENT (August 1st, 2017)

This Amended and Restated Equity Distribution Agreement (this Agreement), dated July 31, 2017, is by and between Welltower Inc., a Delaware corporation (the Company), [ ] (in its capacity as purchaser under any Forward Contract (as defined below), the Forward Purchaser) and [ ] (in its capacity as agent for the Company in connection with the offering and sale of any Issuance Shares (as defined below) hereunder, Sales Agent, and in its capacity as agent for the Forward Purchaser in connection with the offering and sale of any Forward Hedge Shares (as defined below) hereunder, the Forward Seller). This Agreement and the Alternative Distribution Agreements (as defined below) amend and restate the prior equity distribution agreements with each of Morgan Stanley & Co. LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC, UBS Securities LLC and Wells Fargo Securities, LLC, dated February 23, 2017 (the Original Agreements), tha

Sparton Corporation – AGREEMENT AND PLAN OF MERGER by and Among ULTRA ELECTRONICS HOLDINGS PLC, ULTRA ELECTRONICS ANEIRA INC. And SPARTON CORPORATION Dated as of July 7, 2017 (July 11th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this Agreement), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (Parent), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub) and Sparton Corporation, an Ohio corporation (the Company).

Sparton Corporation – AGREEMENT AND PLAN OF MERGER by and Among ULTRA ELECTRONICS HOLDINGS PLC, ULTRA ELECTRONICS ANEIRA INC. And SPARTON CORPORATION Dated as of July 7, 2017 (July 11th, 2017)

This AGREEMENT AND PLAN OF MERGER, dated as of July 7, 2017 (this Agreement), is entered into by and among Ultra Electronics Holdings plc, a company organized under the Laws of England and Wales (Parent), Ultra Electronics Aneira Inc., an Ohio corporation and an indirect wholly owned Subsidiary of Parent (Merger Sub) and Sparton Corporation, an Ohio corporation (the Company).

American Realty Capital Healthcare Trust II, Inc. – Guaranty of Recourse Obligations (July 7th, 2017)

This GUARANTY OF RECOURSE OBLIGATIONS (this "Guaranty") is executed as of June 30, 2017 by HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Guarantor"), for the benefit of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders under the hereinafter described Loan Agreement (together with its successors and permitted assigns in such capacity, "Administrative Agent"), and the Lenders.

American Realty Capital Healthcare Trust II, Inc. – Hazardous Materials Indemnity Agreement (July 7th, 2017)

THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (the "Agreement") is made as of June 30, 2017, by THE PARTIES LISTED ON SCHEDULE I attached hereto (collectively, the "Borrowers"), and HEALTHCARE TRUST OPERATING PARTNERSHIP, L.P., a Delaware limited partnership ("Principal") (together with Borrowers, individually and collectively, the "Indemnitor"), for the benefit of CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders under the hereinafter described Loan Agreement (together with its successors and permitted assigns in such capacity, "Administrative Agent"), for the benefit of the Lenders.

American Realty Capital Healthcare Trust II, Inc. – Loan Agreement (July 7th, 2017)

Page ARTICLE 1 DEFINITIONS 1 Section 1.1 Certain Definitions 1 Section 1.2 Definitions 27 Section 1.3 Phrases 27 ARTICLE 2 LOAN TERMS 27 Section 2.1 The Loan 27 Section 2.2 Interest Rate; Late Charge 28 Section 2.3 Terms of Payment 28 Section 2.4 Prepayment 29 Section 2.5 Security; Establishment of Funds; Deposit Accounts 30 Section 2.6 Application of Payments 32 Section 2.7 Sources and Uses 33 Section 2.8 Increased Costs 33 Section 2.9 Illegality; Market Disruption Event 35 Section 2.10 Interest Rate Protection 36 Section 2.11 Libor Breakage Amount 36 Section 2.12 Evidence of Debt; Loan Accounts 36 Section 2.13 [Reserved] 37 Section 2.14 Mitigation Obligations; Replacemen

Government Pptys Income Tr – Agreement and Plan of Merger Among Government Properties Income Trust, Gov New Oppty Reit, Gov New Oppty Lp, First Potomac Realty Trust, and First Potomac Realty Investment Limited Partnership Dated as of June 27, 2017 (June 28th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2017 (this Agreement), is by and among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (Parent), GOV NEW OPPTY REIT, a Maryland real estate investment trust and a wholly owned subsidiary of Parent (REIT Merger Sub), GOV NEW OPPTY LP, a Delaware limited partnership and a majority owned subsidiary of REIT Merger Sub and a wholly owned subsidiary of Parent (Partnership Merger Sub), FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust (the Company) and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership and a majority owned subsidiary of the Company (Company LP). Each of Parent, REIT Merger Sub, Partnership Merger Sub, the Company and Company LP is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

Agreement and Plan of Merger Among Government Properties Income Trust, Gov New Oppty Reit, Gov New Oppty Lp, First Potomac Realty Trust, and First Potomac Realty Investment Limited Partnership Dated as of June 27, 2017 (June 28th, 2017)

THIS AGREEMENT AND PLAN OF MERGER, dated as of June 27, 2017 (this Agreement), is by and among GOVERNMENT PROPERTIES INCOME TRUST, a Maryland real estate investment trust (Parent), GOV NEW OPPTY REIT, a Maryland real estate investment trust and a wholly owned subsidiary of Parent (REIT Merger Sub), GOV NEW OPPTY LP, a Delaware limited partnership and a majority owned subsidiary of REIT Merger Sub and a wholly owned subsidiary of Parent (Partnership Merger Sub), FIRST POTOMAC REALTY TRUST, a Maryland real estate investment trust (the Company) and FIRST POTOMAC REALTY INVESTMENT LIMITED PARTNERSHIP, a Delaware limited partnership and a majority owned subsidiary of the Company (Company LP). Each of Parent, REIT Merger Sub, Partnership Merger Sub, the Company and Company LP is sometimes referred to herein as a Party and collectively as the Parties. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.