Minnesota Sample Contracts

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UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
Otter Tail Corp. – Note Purchase Agreement (November 16th, 2017)

The Company has duly authorized the issue and sale of $100,000,000 aggregate principal amount of its 4.07% Series 2018A Senior Unsecured Notes due February7, 2048 (the "Notes"). The Notes shall be substantially in the form set out in Exhibit 1 in each case duly completed. As used herein, the term "Notes" means all notes originally delivered pursuant to this Agreement and all notes delivered in substitution or exchange for any of such notes and, where applicable, includes the singular number as well as the plural. The term "Note" means one of the Notes. Certain capitalized and other terms used in this Agreement are defined in Schedule B; and references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a Schedule or an Exhibit attached to this Agreement.

Mb Financial Inc. – Contract (November 16th, 2017)

THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. NOR IS THIS OBLIGATION GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS, IS UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY MB FINANCIAL BANK, NATIONAL ASSOCIATION.

UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – CO-LENDER AGREEMENT Dated as of November 16, 2017 by and Among GOLDMAN SACHS MORTGAGE COMPANY (Initial Note A-1(A-Cp) Holder, Initial Note A-1(A-Ncp) Holder and Initial Note A-1(b-Cp) Holder) and WELLS FARGO BANK, NATIONAL ASSOCIATION (Initial Note A-2 Holder) and UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK (Initial Note A-3(A-Cp) Holder, Initial Note A-3(b-Cp) Holder, Initial Note A-3(c-Cp) Holder, Initial Note A-3(d-Ncp) Holder, Initial Note A-3(e-Ncp) Holder and Initial Note A-3(f-Ncp) Holder) Bass Pro & Cabela's Portfolio (November 16th, 2017)

THIS CO-LENDER AGREEMENT (this "Agreement"), dated as of November 16, 2017 by and among GOLDMAN SACHS MORTGAGE COMPANY ("GSMC" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-CP), the "Initial Note A-1(A-CP) Holder", and in its capacity as the initial agent, the "Initial Agent"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(A-NCP), the "Initial Note A-1(A-NCP) Holder"), GSMC (together with its successors and assigns in interest, in its capacity as initial owner of the Note A-1(B-CP), the "Initial Note A-1(B-CP) Holder"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("WFB" and together with its successors and assigns in interest, in its capacity as initial owner of the Note A-2, the "Initial Note A-2 Holder"), UBS AG, BY AND THROUGH ITS BRANCH OFFICE AT 1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK ("UBS AG, New York Branch" and together with its successors and assign

Ford Credit Auto Owner Trust 2017-C – ASSET REPRESENTATIONS REVIEW AGREEMENT Among FORD CREDIT AUTO OWNER TRUST 2017-C, as Issuer FORD MOTOR CREDIT COMPANY LLC, as Servicer and CLAYTON FIXED INCOME SERVICES LLC, as Asset Representations Reviewer Dated as of November 1, 2017 (November 16th, 2017)

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of November 1, 2017 (this Agreement), among FORD CREDIT AUTO OWNER TRUST 2017-C, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and CLAYTON FIXED INCOME SERVICES LLC, a Delaware limited liability company, as Asset Representations Reviewer.

[Face of Note] (November 16th, 2017)

Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (DTC), to the Company or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

Sunoco Logistics Partners Lp – Representing Limited Partner Interests UNDERWRITING AGREEMENT (November 16th, 2017)
Golden Queen Mining Co Ltd – Standby Guarantee Agreement (November 16th, 2017)

NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

Mb Financial Inc. – PAYING AGENCY AGREEMENT Between MB FINANCIAL BANK, NATIONAL ASSOCIATION, as Issuer, and as Paying Agent, Calculation Agent, DTC Custodian and Note Registrar November 16, 2017 (November 16th, 2017)

THIS PAYING AGENCY AGREEMENT, made and dated as of November 16, 2017 (this Agreement), between MB Financial Bank, National Association, as Issuer (the Issuer) and U.S. Bank National Association, as the Paying Agent, Calculation Agent, DTC Custodian and Note Registrar (hereinafter sometimes called, in each such capacity, the Agent).

UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
Nissan Master Owner Trust Receivables – NISSAN MASTER OWNER TRUST RECEIVABLES Issuer U.S. BANK NATIONAL ASSOCIATION Indenture Trustee SERIES 2017-C INDENTURE SUPPLEMENT Dated as of November 13, 2017 NISSAN MASTER OWNER TRUST RECEIVABLES, SERIES 2017-C (November 16th, 2017)

SERIES 2017-C INDENTURE SUPPLEMENT, dated as of November 13, 2017 (as amended, supplemented or otherwise modified from time to time, the Indenture Supplement), by and between NISSAN MASTER OWNER TRUST RECEIVABLES, a Delaware statutory trust, as issuer (the Issuer), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States, as Indenture Trustee (the Indenture Trustee).

UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
UBS Commercial Mortgage Trust 2017-C5 – Contract (November 16th, 2017)
Toyota Auto Receivables 2017-D Owner Trust – Indenture (November 15th, 2017)

INDENTURE, dated as of November 15, 2017, between TOYOTA AUTO RECEIVABLES 2017-D OWNER TRUST, a Delaware statutory trust (the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee and not in its individual capacity and as Securities Intermediary (the "Indenture Trustee").

Apa Optics, Inc.1 Indemnification Agreement (November 15th, 2017)

This INDEMNIFICATION AGREEMENT (the "Agreement") is made as of ____________, by and between APA Optics, Inc., a Minnesota corporation (the "Company"), and ____________ ("Indemnitee").2

Bank 2017-Bnk8 – Contract (November 15th, 2017)
Warrant to Purchase Common Stock (November 14th, 2017)

This Certifies That, for value received, Slipstream Communications, LLC (including any permitted and registered assigns, the "Holder"), is entitled to purchase from Creative Realities, Inc., a Minnesota corporation (the "Company"), up to 5,882,352 shares of Common Stock of the Company (the "Warrant Shares") at the Exercise Price hereunder then in effect. This Warrant to Purchase Common Stock (this "Warrant") is issued by the Company in connection with the Company's offer and sale to the Holder of a Secured Term Promissory Note pursuant to the terms and conditions of a Loan and Security Agreement by and among the Company, certain of its subsidiaries, and Slipstream Communications, LLC, dated of even date herewith (the "Loan and Security Agreement," and the note sold thereunder, the "Note"). For purposes of this Warrant, the term "Exercise Price" shall mean $0.28 per share, subject to adjustment as provided herein, and the term "Exercise Period" shall mean the period commencing on the Is

Americold Realty Trust – Contract (November 14th, 2017)

INCREMENTAL JOINDER AGREEMENT dated as of February 8, 2017 (this Agreement), to the CREDIT AGREEMENT dated as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (the Administrative Agent).

Americold Realty Trust – Contract (November 14th, 2017)

AMENDMENT NO. 2 dated as of January 20, 2017 (this Amendment), to the CREDIT AGREEMENT dated as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as Administrative Agent (the Administrative Agent).

RESHAPE LIFESCIENCES INC. Second Amended and Restated 2003 Stock Incentive Plan STOCK OPTION GRANT NOTICE (November 14th, 2017)

ReShape Lifesciences Inc., a Delaware corporation (the "Company"), pursuant to the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan (as may be amended from time to time, the "Plan"), hereby grants to the individual listed below (the "Optionee"), an option to purchase the number of shares of Common Stock, par value $0.01 per share, of the Company (the "Shares"), set forth below (the "Option"). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the "Option Agreement") and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (the "Grant Notice") and the Option Agreement.

Nuvel Holdings, Inc. – Commercial Guaranty (November 14th, 2017)

GUARANTEE OF PAYMENT AND PERFORMANCE. For good and valuable consideration, Guarantor absolutely and unconditionally guarantees full and punctual payment and satisfaction of Guarantor 's Share of the Indebtedness of Borrower to Lender, and the performance and discharge of all Borrower's obligations under the Note and the Related Documents. This is a guaranty of payment and performance and not of collection, so Lender can enforce this Guaranty against Guarantor even when Lender has not exhausted Lender's remedies against anyone else obligated to pay the Indebtedness or against any collateral securing the Indebtedness, this Guaranty or any other guaranty of the Indebtedness. Guarantor will make any payments to Lender or its order, on demand, in legal tender of the United States of America, in same-day funds, without set-off or deduction or counterclaim, and will otherwise perform Borrower's obligations under the Note and Related Documents.

Lifeway Foods, Inc. – Thirteenth Modification to Loan and Security Agreement (November 14th, 2017)

This Thirteenth Modification to Loan and Security Agreement (this "Amendment") is entered into as of July 6, 2017 by and among THE PRIVATEBANK AND TRUST COMPANY (the "Bank"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), HELIOS NUTRITION LIMITED, a Minnesota corporation ("Helios"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI, Helios, and LKS being sometimes collectively referred to as the "Borrowers").

Nuvel Holdings, Inc. – Forbearance Agreement (November 14th, 2017)

This FORBEARANCE AGREEMENT ("Agreement") is entered into on the 8th day of September, 2017 ("Effective Date") by and between OrangeHook, Inc., a Minnesota corporation, Donald M. Miller, an individual residing in the State of Florida, Whitney E. Peyton, an individual residing in the State of Montana, Murray R. Klane, an individual residing in the State of Minnesota, Jeffrey Hattara, an individual residing in the State of Minnesota, James L. Mandel, an individual residing in the State of Minnesota, and MEZ Capital, LLC, a Minnesota limited liability company, (hereinafter from time to time referred to collectively as the "Parties").

RESHAPE LIFESCIENCES INC. 2017 Employment Inducement Incentive Award Plan STOCK OPTION GRANT NOTICE (November 14th, 2017)

ReShape Lifesciences Inc., a Delaware corporation (the "Company"), pursuant to the ReShape Lifesciences Inc. 2017 Employment Inducement Incentive Award Plan (as may be amended from time to time, the "Plan"), hereby grants to the individual listed below (the "Optionee"), a non-qualified stock option to purchase the number of shares of Common Stock, par value $0.01 per share, of the Company (the "Shares"), set forth below (the "Option"). This Option is subject to all of the terms and conditions set forth herein and in the Stock Option Agreement attached hereto as Exhibit A (the "Option Agreement") and the Plan, each of which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Stock Option Grant Notice (the "Grant Notice") and the Option Agreement.

Lifeway Foods, Inc. – Fifteenth Modification to Loan and Security Agreement (November 14th, 2017)

This Fifteenth Modification to Loan and Security Agreement (this "Amendment") is entered into as of November 1, 2017 (the "Effective Date") by and among CIBC BANK USA, formerly known as THE PRIVATEBANK AND TRUST COMPANY (the "Bank"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), HELIOS NUTRITION LIMITED, a Minnesota corporation ("Helios"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI, Helios and LKS being sometimes collectively referred to as the "Borrowers").

Remic Amendment to Pppfa, Craftsman Consent and Other Transaction Documents (November 14th, 2017)

This REMIC AMENDMENT TO PPPFA, CRAFTSMAN CONSENT AND OTHER TRANSACTION DOCUMENTS, dated as of November 7, 2017, (this Amendment), is entered into by and among the undersigned in connection with (i) that certain Pension Plan Protection and Forbearance Agreement, dated as of March 18, 2016 (as amended, extended, restated, replaced, supplemented or otherwise modified from time to time prior to the date hereof, the PPPFA; the PPPFA as amended heretofore and hereby, the Amended PPPFA), by and among Sears Holdings Corporation, a Delaware corporation (the Company), certain Subsidiaries of the Company party thereto (together with the Company, the Sears Parties) and Pension Benefit Guaranty Corporation (PBGC, and collectively with the Sears Parties, the Parties), and (ii) the Craftsman Consent (as defined below) by and among the Parties. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Amended PPPFA.

Americold Realty Trust – CREDIT AGREEMENT Among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., the Several Lenders and Letter of Credit Issuers From Time to Time Parties Hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and BANK OF AMERICA, N.A., as Syndication Agent Dated as of December 1, 2015 J.P. MORGAN SECURITIES LLC, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Lead Arrangers and Joint Bookrunners (November 14th, 2017)

CREDIT AGREEMENT (this Agreement), dated as of December 1, 2015 among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the several banks and other financial institutions or entities from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and JPMORGAN CHASE BANK, N.A., as administrative agent.

Americold Realty Trust – Contract (November 14th, 2017)

INCREMENTAL JOINDER AGREEMENT dated as of May 11, 2017 (this Agreement), to the CREDIT AGREEMENT dated as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as Administrative Agent (the Administrative Agent).

Nuvel Holdings, Inc. – Commercial Promissory Note (November 14th, 2017)

FOR VALUE RECEIVED, the undersigned, OrangeHook, Inc., a corporation organized and existing under the laws of the State of Florida (hereinafter referred to as the "Maker"), and having offices at 319 Barry Avenue South, Ste. 300, Wayzata, MN 55391, hereby agrees and promises to pay to the order of Jeffrey A. Levy, or his successors and assigns (hereinafter referred to as the "Holder"), at [*], or such place as the Holder hereof may from time to time designate in writing, the principal sum of Two Hundred Fifty Thousand and no/100 ($250,000.00) Dollars, together with interest on the unpaid principal balance of this Note outstanding from time to time, at the rate of 15% per annum based on a 365-day year.

Lifeway Foods, Inc. – Fourtheenth Modification to Loan and Security Agreement (November 14th, 2017)

This Fourteenth Modification to Loan and Security Agreement (this "Amendment") is entered into as of July 20, 2017 (the "Effective Date") by and among THE PRIVATEBANK AND TRUST COMPANY (the "Bank"), LIFEWAY FOODS, INC., an Illinois corporation ("Lifeway"), FRESH MADE, INC., a Pennsylvania corporation ("FMI"), HELIOS NUTRITION LIMITED, a Minnesota corporation ("Helios"), THE LIFEWAY KEFIR SHOP LLC, an Illinois limited liability company formerly known as STARFRUIT, LLC ("LKS"), and LIFEWAY WISCONSIN, INC., an Illinois corporation ("LWI" and together with Lifeway, FMI, Helios and LKS being sometimes collectively referred to as the "Borrowers").

Nuvel Holdings, Inc. – Contract (November 14th, 2017)

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN IN-DEFINITE PERIOD OF TIME. THE ISSUER OF THIS SECURITY MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ALL APPLICABLE STATE SECURITIES LAWS.

Americold Realty Trust – Contract (November 14th, 2017)

AMENDMENT NO. 1 dated as of July 18, 2016 (this Amendment), to the CREDIT AGREEMENT dated as of December 1, 2015 (as amended, supplemented or otherwise modified from time to time, the Credit Agreement), among AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the Borrower), the LENDERS and LETTER OF CREDIT ISSUERS from time to time party thereto and JPMORGAN CHASE BANK, N.A. (JPMCB), as Administrative Agent (the Administrative Agent).