Morgan, Lewis & Bockius Sample Contracts

March 22nd, 2002 · Common Contracts · 14 similar
Wellsford Real Properties IncFHLMC Loan No. 98121792 MULTIFAMILY DEED OF TRUST, -------------------------- ASSIGNMENT OF RENTS ------------------- AND SECURITY AGREEMENT ---------------------- (COLORADO) (Red Canyon Apartments at Palomino Park) MULTIFAMILY DEED OF TRUST, ASSIGNMENT ...
April 10th, 2002 · Common Contracts · 8 similar
Cell Pathways Inc /DeExhibit 10.2 STOCK PURCHASE AGREEMENT THIS AGREEMENT is made as of the 26th day of March, 2002, between Cell Pathways, Inc. (the "Company"), a corporation organized under the laws of the State of Delaware, with its principal offices at 702 Electronic ...
November 25th, 2016 · Common Contracts · 4 similar
Destra Investment TrustAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 8th day of August, 2016 by Destra Investment Trust, a Massachusetts business trust (the "Acquiring Trust"), on behalf of Destra Focused ...

THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as of this 8th day of August, 2016 by Destra Investment Trust, a Massachusetts business trust (the "Acquiring Trust"), on behalf of Destra Focused Equity Fund (the "Acquiring Fund"), a series of the Acquiring Trust, and Destra Investment Trust II, a Massachusetts business trust ("Trust II"), on behalf of Destra Focused Equity Fund (the "Target Fund"), a series of Trust II, and Destra Capital Advisors LLC, a Delaware limited liability company (for purposes of Section 9.1 of the Agreement only), the investment adviser to each of the Acquiring Fund and the Target Fund (the "Adviser"). The Acquiring Fund and the Target Fund may each be referred to herein as a "Fund" and may collectively be referred to herein as the "Funds." WHEREAS, this Agreement is intended to be, and is adopted as, a plan of reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasur

July 16th, 2012 · Common Contracts · 3 similar
Rydex Series FundsMorgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel: 215.963.5000 Fax: 215.963.5001
November 22nd, 2000 · Common Contracts · 3 similar
Cell Pathways Holdings Inc3 4 4.5. Exemption from Registration. Assuming the accuracy of each Purchaser's representations and warranties set forth in Section 5 hereof, the offer, issuance and sale of the Shares pursuant to this Agreement are and will be exempt from the ...
June 9th, 2015 · Common Contracts · 3 similar
FelCor Lodging Trust IncMORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of ____________, 2015 (the “Effective Date”), by [__________________________], a Delaware limited liability company (“Owner”), and [__________________________], a Delaware limited liability company (“Operator”) (Owner and Operator are collectively and together with their permitted successors and assigns, individually or collectively (as the context requires) referred to herein as “Mortgagor”), whose address is c/o FelCor Lodging Trust Incorporated, 545 E. John Carpenter Freeway, Suite 1300, Irving, Texas 75062, Attention: General Counsel, as mortgagor, for the benefit of JPMORGAN CHASE BANK, N.A. (“Agent”), as Administrative Agent for the benefit of the Lenders (defined below) from time to time parties to the Credit Agreement (defined below) (Agent, in such capacity, together with its successors and assigns, “Mortgagee”), whose address is 383 Madison Avenue, New

March 28th, 1996 · Common Contracts · 3 similar
Buckeye Partners L PEXHIBIT 2.1 SHARE PURCHASE AGREEMENT RELATING TO THE ACQUISITION OF BUCKEYE MANAGEMENT COMPANY BY BMC ACQUISITION COMPANY DATED: JANUARY 5, 1996
December 16th, 2019 · Common Contracts · 3 similar
Pacer Funds TrustMorgan Lewis
September 28th, 2015 · Common Contracts · 2 similar
Manning & Napier Fund, Inc /Ny/Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 Tel: +1.215.963.5000 Fax: +1.215.963.5001 www.morganlewis.com

This opinion is furnished to you pursuant to paragraph 12(e) of the Plan. You have requested our opinions as to certain U.S. federal income tax consequences of the reorganization of the Acquired Series and the Surviving Series that will consist of: (i) the transfer of all of the assets of the Acquired Series to the Surviving Series in exchange solely for shares of the Surviving Series (“Surviving Series Shares”), (ii) the assumption by the Surviving Series of all of the liabilities of the Acquired Series, and (iii) the distribution of the Surviving Series Shares to the shareholders of the Acquired Series1 in complete liquidation of the Acquired Series, all upon the terms and conditions set forth in the Plan (the “Reorganization”).

April 16th, 1998 · Common Contracts · 2 similar
Mas Funds /Ma/AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION AGREEMENT AND PLAN OF REORGANIZATION AND LIQUIDATION dated as of April 13, 1998 (the "Agreement"), by and between Morgan Stanley Institutional Fund, Inc. ("MSIF"), a Maryland corporation, on behalf of ...
October 30th, 2020 · Common Contracts · 2 similar
Advisors' Inner Circle Fund IIIFORM OF OPINION
December 27th, 2005 · Common Contracts · 2 similar
Hallador Petroleum CoSUBSCRIPTION AGREEMENT This Subscription Agreement (this "Agreement") is made as of December 20, 2005 by and between HALLADOR PETROLEUM COMPANY, a Colorado corporation (the "Corporation") and YORKTOWN ENERGY PARTNERS VI, L.P. ("Subscriber"). 1. ...
August 12th, 2020 · Common Contracts · 2 similar
Aquila Municipal TrustMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110

This opinion is furnished to you pursuant to Paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of June 26, 2020, by and between Aquila Municipal Trust, a Massachusetts business trust (the “Successor Trust”), on behalf of Aquila Tax-Free Trust of Oregon, a series thereof (the “Successor Fund”), and The Cascades Trust, a Massachusetts business trust (the “Current Trust”), on behalf of its sole series, Aquila Tax-Free Fund of Oregon (the “Current Fund”). The Agreement contemplates (1) the transfer of all of the assets of the Current Fund to the Successor Fund solely in exchange for (a) the issuance to the Current Fund of Successor Fund Shares, including fractional Successor Fund Shares, of each class having an aggregate net asset value equal to the aggregate net asset value of the Current Fund attributable to the corresponding class of Current Fund Shares, as determined in the manner set forth in Paragraphs 2.1 and 2.2 of the Agreement, and (b) the assu

December 9th, 2020 · Common Contracts · 2 similar
APNs: 162-29-302-001, 162-29-302-003,
September 25th, 2018 · Common Contracts · 2 similar
Manning & Napier Fund, Inc.Morgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921 Tel. +1.215.963.5000 Fax: +1.215.963.5001
November 25th, 2009
Aberdeen FundsMorgan, Lewis & Bockius LLP Philadelphia, PA 19103-2921

You have requested our opinion as to certain U.S. federal income tax consequences of the reorganization of the Reorganizing Fund and the Surviving Fund (the “Reorganization”). The Reorganization will involve the transfer of all of the assets of a Reorganizing Fund to the Surviving Fund, a newly created series of the Aberdeen Trust, and the assumption of the liabilities of the Reorganizing Fund by the Surviving Fund in exchange for shares of beneficial interest of the Surviving Fund. These shares of the Surviving Fund will be distributed to the shareholders of the Reorganizing Fund, following which the Reorganizing Fund will be liquidated. In the distribution, holders of shares of the Reorganizing Fund will receive shares of the Surviving Fund.1

February 29th, 2000
Safeguard Scientifics Inc Et Al1- 2 ARTICLE II REPRESENTATIONS AND WARRANTIES OF SAFEGUARD
May 11th, 1999
Concord Efs IncEMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Richard N. Garman ("Executive"). WHEREAS the Company ...

This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Richard N. Garman ("Executive"). WHEREAS the Company desires to retain Executive's services pursuant to the terms of a written agreement, and Executive desires to provide such services to the Company; NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows: 1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive's duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth. This Agreement shall supersede and replace the agreement entered into between Employee and the Company as of August 28, 1995, which shall be void as of the date hereof. 1.1. Employment Term. The term of this Agreement shall commence on February 26, 1998 (the "Effective Date")

March 22nd, 2004
Cedar Shopping Centers IncWITNESSETH:
March 31st, 1999
Madison Bancshares Group LTDMADISON BANK May 5, 1998
June 4th, 1997
800 Jr Cigar IncEXHIBIT 10.10 CONTRIBUTION AGREEMENT
September 25th, 1998
Engineering Animation Inc1 EXHIBIT 2.2 AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER BETWEEN ENGINEERING ANIMATION, INC. AND TRANSOM TECHNOLOGIES, INC. ------------------------ DATED AS OF AUGUST 19, 1998 ------------------------ 2 TABLE OF CONTENTS AGREEMENT AND PLAN OF ...
May 11th, 1999
Concord Efs IncEMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Ruth Ann Marshall ("Executive"). WHEREAS the Company ...

This EMPLOYMENT AGREEMENT is made effective as of the 26th day of February, 1998, by and between ELECTRONIC PAYMENT SERVICES, INC. (the "Company"), a Delaware corporation, and Ruth Ann Marshall ("Executive"). WHEREAS the Company desires to retain Executive's services pursuant to the terms of a written agreement, and Executive desires to provide such services to the Company; NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows: 1. Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such employment and agrees to perform Executive's duties and responsibilities, in accordance with the terms, conditions and provisions hereinafter set forth. 1.1. Employment Term. The term of this Agreement shall commence on February 26, 1998 (the "Effective Date") and shall continue for an indefinite period until terminated in accordance with Section 5 or Section 6 hereof. The period commencing as of the Effective Date and ending

February 9th, 2018
PowerShares DB US Dollar Index Bullish FundMorgan, Lewis & Bockius LLP
November 4th, 2016
Pioneer Bond Fund /De/Morgan, Lewis & Bockius LLP One Federal Street Boston, MA 02110-1726 March 18, 2016 Pioneer Bond Fund 60 State Street Boston, Massachusetts 02109 Pioneer Series Trust IV 60 State Street Boston, Massachusetts 02109 Ladies and Gentlemen: This opinion is ...
February 27th, 2006
Hallador Petroleum CoSUBSCRIPTION AGREEMENT
January 8th, 2016
Transamerica FundsMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com

This opinion is furnished to you pursuant to paragraph 8.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of December 4, 2015, by and among Transamerica Funds, a Delaware statutory trust (the “Trust”), on behalf of its series Transamerica Flexible Income (the “Acquiring Fund”), and Transamerica Income Shares, Inc., a Maryland Corporation (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to the Acquired Fund, for distribution, in accordance with paragraph 1.3 of the Agreement, to the Acquired Fund Shareholders pro rata with respect to the Acquired Fund Shares in complete rede

October 13th, 2020
Pacer Funds TrustMorgan, Lewis & Bockius LLP Washington, DC 20004-2541
July 13th, 2015
Transamerica FundsMorgan, Lewis & Bockius LLP One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com

This opinion is furnished to you pursuant to paragraph 8.4 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of June 30, 2015, by and among Transamerica Funds, a Delaware statutory trust (the “Trust”), on behalf of its series Transamerica Dynamic Allocation (the “Acquiring Fund”), and the Trust on behalf of its series Transamerica Dynamic Allocation II (the “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of the Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of the Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to the Acquired Fund, for distribution, in accordance with paragraph 1.3 of the Agreement, to the Acquired Fund Shareholders pro rata with respect to each class of Acquired Fund S

November 15th, 2018
Invesco Db Base Metals FundMorgan, Lewis & Bockius LLP 1111 Pennsylvania Avenue, NW Washington, DC 20004-2541 Tel. +1.202.373.6000 Fax: +1.202.373.6001 www.morganlewis.com
December 24th, 2014
StealthGas Inc.Morgan, Lewis & Bockius LLP New York, New York 10178

Re: Rights Agreement, dated as of December 23, 2014, between the Company and American Stock Transfer & Trust Company, LLC, as Rights Agent (the “Rights Agreement”)

January 21st, 2009
KBS Real Estate Investment Trust II, Inc.This instrument prepared by and return to: Morgan, Lewis & Bockius LLP
December 13th, 1995
Hogan Systems IncAGREEMENT AND PLAN OF MERGER BY AND AMONG HOGAN SYSTEMS, INC., THE CONTINUUM COMPANY, INC. AND CONTINUUM ACQUISITION CORPORATION --------------------------- ----------------------------------------------------- 2 AGREEMENT AND PLAN OF MERGER This ...
December 16th, 2015
Investment Managers Series TrustMorgan, Lewis & Bockius llp One Federal Street Boston, Massachusetts 02110-1726 Tel. +1.617.341.7700 Fax: +1.617.341.7701 www.morganlewis.com

This opinion is furnished to you pursuant to Section 2.5 of the Agreement and Plan of Reorganization (the “Agreement”), dated as of November 20, 2015, by and among Investment Managers Series Trust, a Delaware statutory trust (the “Trust”), on behalf of its series EP Emerging Markets Small Companies Fund (the “Acquiring Fund”), and the Trust on behalf of its series EP China Fund and EP Latin America Fund (each, an “Acquired Fund”). All capitalized terms not otherwise defined herein have the meanings ascribed to them in the Agreement. The Agreement contemplates the acquisition of all of the Assets of each Acquired Fund by the Acquiring Fund in exchange solely for (a) the assumption by the Trust, on behalf of the Acquiring Fund, of the Liabilities of that Acquired Fund and (b) the issuance and delivery by the Trust, on behalf of the Acquiring Fund, to that Acquired Fund, for distribution, in accordance with Section 1.2 of the Agreement, to the shareholders of record of that Acquired Fund

August 28th, 1997
Carlyle Income Plus LTDPURCHASE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (Carson Industrial Park; Carson, California) THIS AGREEMENT is made and entered into as of April 21, 1997 by and between CARLYLE INCOME PLUS, LTD., an Illinois limited partnership (hereinafter called ...