Michigan Sample Contracts

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SECOND AMENDED AND RESTATED LOAN AGREEMENT Dated as of October 18, 2017 Between SEARS, ROEBUCK AND CO., KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION, SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC SEARS DEVELOPMENT CO. And BIG BEAVER OF FLORIDA DEVELOPMENT, LLC Collectively, as Borrower, SEARS HOLDINGS CORPORATION, as Guarantor, and JPP, LLC and JPP II, LLC Collectively, as Initial Lender (October 19th, 2017)

This Second Amended and Restated Loan Agreement (this Agreement) is dated as of October 18, 2017 and is between JPP, LLC and JPP II, LLC, each a Delaware limited liability company (together JPP, or the Initial Lender), and SEARS, ROEBUCK AND CO. (Sears), KMART STORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC, KMART CORPORATION (KMART), SHC DESERT SPRINGS, LLC, INNOVEL SOLUTIONS, INC., SEARS HOLDINGS MANAGEMENT CORPORATION, MAXSERV, INC., TROY COOLIDGE NO. 13, LLC, and (if a Delayed Advance is made) SEARS DEVELOPMENT CO. and BIG BEAVER OF FLORIDA DEVELOPMENT, LLC collectively as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, Borrower) and SEARS HOLDINGS CORPORATION, as Guarantor (for purposes of Section 7.30(b))..

Altair Engineering Inc. – Altair Engineering Inc. 2017 Equity Incentive Plan (October 19th, 2017)
Altair Engineering Inc. – THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 18, 2017 Among ALTAIR ENGINEERING INC., 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 (October 19th, 2017)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 18, 2017, among ALTAIR ENGINEERING INC., the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34 – MORTGAGE LOAN PURCHASE AGREEMENT Between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and BANC OF AMERICA MERRILL LYNCH COMMERCIAL MORTGAGE Inc. As Purchaser Dated October 6, 2017 (October 19th, 2017)

Seller agrees to sell, and Purchaser agrees to purchase, certain mortgage loans listed on Exhibit 1 hereto (the "Mortgage Loans"), each of which is evidenced by one or more related notes or other evidence of indebtedness (each a "Mortgage Note") evidencing the indebtedness of the related obligor under the related Mortgage Loan (each a "Mortgagor"), as described herein. Purchaser will convey the Mortgage Loans to a trust (the "Issuing Entity") created pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"), to be dated as of October 1, 2017, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), LNR Partners, LLC, as special servicer (the "Special Servicer"), Park Bridge Lender Services LLC, as operating advisor (in such capacity, the "Operating Advisor") and as asset representations reviewer (in such capacity, the "Asset Representations Reviewer"), Wilmington

Zivo Bioscience, Inc. – Amended and Restated Registration Rights Agreement (October 19th, 2017)

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into on October 18, 2017 by and between Zivo Bioscience, Inc. (f/k/a Health Enhancement Products, Inc.), a Nevada corporation, with its principal place of business at 2804 Orchard Lake Road, Suite 202, Keego Harbor, Michigan 48320 (hereinafter referred to as the "Company"), HEP Investments LLC, a Michigan limited liability company, with its principal place of business at 2804 Orchard Lake Road, Suite 205, Keego Harbor, Michigan 48320 (hereinafter referred to as "Lender"), and Strome Mezzanine Fund LP, a Delaware limited partnership, with its place of business at 100 Wilshire Blvd.; Suite 1750; Santa Monica, California, 90401 (hereafter referred to as "Strome").

Sterling Bancorp, Inc. – Employment Agreement (October 19th, 2017)

THIS EMPLOYMENT AGREEMENT (this Agreement), dated as of July 2, 2008, between STERLING BANCORP, INC., a Michigan corporation (the Company), STERLING BANK AND TRUST, F.S.B., (the Bank), and their affiliated entities (collectively Employer) with their principal offices located at One Towne Square, 17th Floor, Southfield, MI 48076 and Gary Judd, who resides at 3 Cantitoe Lane, Englewood, CO 80113 (the Executive).

Sterling Bancorp, Inc. – Subordinated Note Purchase Agreement (October 19th, 2017)

This SUBORDINATED NOTE PURCHASE AGREEMENT (this Agreement) is dated as of August 14, 2017, and is made by and among Sterling Bancorp, Inc., a Michigan corporation (Company), and the several purchasers of the Subordinated Notes identified on the signature pages hereto (each a Purchaser and collectively, the Purchasers).

Sterling Bancorp, Inc. – Amendment to Employment Agreement (October 19th, 2017)

This AMENDMENT TO EMPLOYMENT AGREEMENT (Amendment) dated July 16, 2014, amends that certain Employment Agreement entered into by and between STERLING BANCORP, INC., a Michigan corporation (the Company), STERLING BANK AND TRUST, FSB, (the Bank) and their affiliated entities (collectively Employer) with their principal offices located at One Towne Square, 19th Floor, Southfield, MI 48076, and Gary Judd, who resides at 3 Cantitoe Lane, Englewood, Co 80113 (the Executive), dated July 2, 2008 (the Agreement).

Sterling Bancorp, Inc. – Bylaws of Sterling Bancorp, Inc. (October 19th, 2017)
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 (October 18th, 2017)
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 (October 18th, 2017)
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 (October 18th, 2017)
Morgan Stanley Senior Funding, Inc. 1585 Broadway New York, New York 10036 (October 18th, 2017)
Wells Fargo Commercial Mortgage Trust 2017-C40 – AGREEMENT BETWEEN NOTE HOLDERS Dated as of March 30, 2017 by and Between BARCLAYS BANK PLC (Initial Note A-1-1 Holder, Initial Note A-1-2 Holder and Initial A-1-3 Holder), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and BANK OF AMERICA, N.A. (Initial Note A-3 Holder) PROJECT PERSEPHONE (October 17th, 2017)

This AGREEMENT BETWEEN NOTE HOLDERS ("Agreement"), dated as of March 30, 2017, by and between BARCLAYS BANK PLC ("Barclays" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-1-1, the "Initial Note A-1-1 Holder", in its capacity as initial owner of Note A-1-2, the "Initial Note A-1-2 Holder", in its capacity as initial owner of Note A-1-3, the "Initial Note A-1-3 Holder" and in its capacity as the initial agent, the "Initial Agent"), JPMORGAN CHASE BANK, NATIONAL ASSOCIATION ("JPM" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-2, the "Initial Note A-2 Holder") and BANK OF AMERICA, N.A. ("BofA" and together with its successors and assigns in interest, in its capacity as initial owner of Note A-3, the "Initial Note A-3 Holder" and together with the Initial Note A-1-1 Holder, Initial Note A-1-2 Holder, Initial Note A-1-3 Holder and the Initial Note A-2 Holder, the "Initial Note Holders

Separation Agreement (October 13th, 2017)

This SEPARATION AGREEMENT, dated as of October 6, 2017 (this Agreement), and effective as of the Effective Date (as such term is defined in the Bankruptcy Plan (defined below)), is by and between Caesars Entertainment Operating Company, Inc., a Delaware corporation (OpCo), and VICI Properties Inc., a Maryland corporation (REIT).

Fireman B.V. – Recorded on This 12 October 2017 Before Me, the Undersigned Notary (October 13th, 2017)

-that a capital increase of a German limited liability company requires a notarized sharehold- ers' resolution and the registration in the commercial register.

LEASE (NON-CPLV) by and Among the Entities Listed on Schedule a (Collectively, and Together With Their Respective Permitted Successors and Assigns) as Landlord and CEOC, LLC and the Entities Listed on Schedule B (Collectively, and Together With Their Respective Permitted Successors and Assigns) as Tenant Dated October 6, 2017 for the Properties Listed on Exhibit A (October 13th, 2017)

THIS LEASE (NON-CPLV) (this Lease) is entered into as of October 6, 2017, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, Landlord), and CEOC, LLC, a Delaware limited liability company, and the entities listed on Schedule B attached hereto (collectively, or if the context clearly requires, individually, and together with their respective successors and assigns, Tenant).

Fireman B.V. – NOTARIAL DEED INVESTMENT AND SHAREHOLDERS' AGREEMENT Series C Preferred Shares Financing InflaRx GmbH, Jena, Germany (October 13th, 2017)
Bandwidth Inc. – Master Service Agreement (October 13th, 2017)

This Master Service Agreement (Agreement) is made this 14th day of March, 2008 between LEVEL 3 COMMUNICATIONS, LLC (Level 3) and Vixxi Solutions Inc. (Customer). This Agreement provides the general terms and conditions applicable to Customers purchase of communications services (Service) from Level 3.

Davey Tree Expert Co – THIRD AMENDED AND RESTATED CREDIT AGREEMENT Among THE DAVEY TREE EXPERT COMPANY, as Borrower, VARIOUS LENDING INSTITUTIONS, as Banks, KEYBANK NATIONAL ASSOCIATION, (October 12th, 2017)

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (as the same may from time to time be further amended, restated, supplemented or otherwise modified, this "Agreement") is made effective as of the 6th day of October, 2017, among:

Registration Rights Agreement (October 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated October 12, 2017 (this "Agreement") is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the "Initial Guarantors"), and Morgan Stanley & Co. LLC ("Morgan Stanley"), acting as representative of the initial purchasers listed on Schedule A to the Purchase Agreement, as defined below (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers").

Registration Rights Agreement (October 12th, 2017)

This REGISTRATION RIGHTS AGREEMENT dated October 12, 2017 (this "Agreement") is entered into by and among Chesapeake Energy Corporation, an Oklahoma corporation (the "Company"), the guarantors listed in Schedule 1 hereto (the "Initial Guarantors"), and Morgan Stanley & Co. LLC ("Morgan Stanley"), acting as representative of the initial purchasers listed on Schedule A to the Purchase Agreement, as defined below (each, an "Initial Purchaser" and, collectively, the "Initial Purchasers").

Vici Properties Inc. – LEASE (NON-CPLV) by and Among the Entities Listed on Schedule a (Collectively, and Together With Their Respective Permitted Successors and Assigns) as Landlord and CEOC, LLC and the Entities Listed on Schedule B (Collectively, and Together With Their Respective Permitted Successors and Assigns) as Tenant Dated October 6, 2017 for the Properties Listed on Exhibit A (October 11th, 2017)

THIS LEASE (NON-CPLV) (this Lease) is entered into as of October 6, 2017, by and among the entities listed on Schedule A attached hereto (collectively, and together with their respective successors and assigns, Landlord), and CEOC, LLC, a Delaware limited liability company, and the entities listed on Schedule B attached hereto (collectively, or if the context clearly requires, individually, and together with their respective successors and assigns, Tenant).

Vici Properties Inc. – Separation Agreement (October 11th, 2017)

This SEPARATION AGREEMENT, dated as of October 6, 2017 (this Agreement), and effective as of the Effective Date (as such term is defined in the Bankruptcy Plan (defined below)), is by and between Caesars Entertainment Operating Company, Inc., a Delaware corporation (OpCo), and VICI Properties Inc., a Maryland corporation (REIT).

Auris Medical AG – Purchase Agreement (October 11th, 2017)

PURCHASE AGREEMENT (the "Agreement"), dated as of October 10, 2017, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Vos International – Stock Purchase Agreement (October 11th, 2017)

This Stock Purchase Agreement (this "Agreement"), dated as of October 5, 2017, is entered into between SpendSmart Networks, Inc., a Delaware corporation ("Seller"), and Eclipse Marketing LLC, a Delaware limited liability company ("Buyer").

Auris Medical AG – Purchase Agreement (October 11th, 2017)

PURCHASE AGREEMENT (the "Agreement"), dated as of October 10, 2017, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the "Investor").

Securities Purchase Agreement (October 11th, 2017)

This SECURITIES PURCHASE AGREEMENT (the "Agreement") is made and entered into as of October 10, 2017 by and among CryoLife, Inc., a Florida corporation ("CryoLife"), CryoLife Germany HoldCo GmbH, a German GmbH ("Parent"), Jolly Buyer Acquisition GmbH, a Swiss GmbH ("Buyer"), JOTEC AG, a Swiss AG (the "Company"), the securityholders of the Company listed on Schedule 1 hereto (the "Securityholders") who have signed this Agreement below, and Lars Sunnanvader (the "Securityholder Representative"). Each person or entity noted above is referred to as a "Party" and collectively as the "Parties", and references to Schedules and Exhibits refer to the Schedules and Exhibits attached to this Agreement, unless otherwise noted.

Auris Medical AG – Registration Rights Agreement (October 11th, 2017)

REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 10, 2017, by and between AURIS MEDICAL HOLDING AG, a company established in Switzerland (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the "Buyer"). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").

REGISTRATION RIGHTS AGREEMENT Dated as of October 10, 2017 by and Among BEAZER HOMES USA, INC., as Issuer, the GUARANTORS Named Herein and CREDIT SUISSE SECURITIES (USA) LLC, as Representative of the Initial Purchasers 5.875% Senior Notes Due 2027 (October 10th, 2017)

This Registration Rights Agreement (this Agreement) is dated as of October 10, 2017, by and among Beazer Homes USA, Inc., a Delaware corporation (the Company), and each of the Guarantors (as defined herein) (the Company and the Guarantors are referred to collectively herein as the Issuers), on the one hand, and Credit Suisse Securities (USA) LLC, as representative (the Representative) of the several Initial Purchasers (as defined herein), on the other hand.

Indenture (October 10th, 2017)

THIS INDENTURE, dated as of ______________, between Herman Miller, Inc., a Michigan corporation (the "Company"), and ___________________, a national banking association, as trustee (the "Trustee").

CREDIT AGREEMENT Dated as of October 6, 2017, Among (October 10th, 2017)

This CREDIT AGREEMENT, dated as of October 6, 2017 (this Agreement), is entered into among W.W. GRAINGER, INC., an Illinois corporation (the Company), certain Subsidiaries of the Company party hereto pursuant to Section 2.13 (each a Designated Borrower and, together with the Company, the Borrowers and, each a Borrower), each lender from time to time a party hereto (collectively, the Lenders and individually, a Lender), and U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent.

Indenture (October 10th, 2017)
GWG Holdings, Inc. – Form of Soliciting Dealer Agreement With Emerson Equity, Llc (October 10th, 2017)

Emerson Equity, LLC (the "Dealer Manager") entered into a dealer manager agreement, dated as of ____________, 2017 (the "Dealer Manager Agreement"), with GWG Holdings, Inc., a Delaware corporation (the "Company"), under which the Dealer Manager agreed to use its best efforts to solicit subscriptions in connection with the public offering (the "Offering") of up to $1,000,000,000 in aggregate principal amount of the Company's L Bonds ("L Bonds"). The L Bonds will be sold in "Units" at a public offering price of $1,000 per Unit. The Offering will commence on the initial Effective Date (as defined below). Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings therefor as in the Dealer Manager Agreement.

Indenture DATED AS OF OCTOBER 10, 2017 AMONG Beazer Homes USA, Inc., the Subsidiary Guarantors Named on Schedule I Hereto, AND U.S. Bank National Association, AS TRUSTEE 5.875% SENIOR NOTES DUE 2027 (October 10th, 2017)

INDENTURE, dated as of October 10, 2017, among Beazer Homes USA, Inc., a Delaware corporation (the Company), the Subsidiary Guarantors (as defined herein) listed on the signature pages hereto and U.S. Bank National Association, as Trustee.