Paul Hastings Sample Contracts

Fourth Amendment (October 11th, 2018)

THIS FOURTH Amendment to Credit Agreement (this "Fourth Amendment") dated as of October 10, 2018 is among MURPHY OIL CORPORATION, a Delaware corporation (the "Company"), MURPHY EXPLORATION & PRODUCTION COMPANY - INTERNATIONAL ("Expro-Intl."), a Delaware corporation, MURPHY OIL COMPANY LTD., a Canadian corporation ("MOCL" and, together with the Company and Expro-Intl., collectively, the "Borrowers"); the undersigned Guarantors; JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, together with its successors in such capacity, the "Administrative Agent") for the lenders party to the Credit Agreement referred to below (collectively, the "Lenders"); and the undersigned Lenders.

CareDx, Inc. – License and Commercialization Agreement (October 9th, 2018)

This License and Commercialization Agreement ("Agreement") is effective as of the date of last signature below (the "Effective Date") by and between Illumina, Inc., a Delaware corporation, having a place of business at 5200 Illumina Way, San Diego, CA, 92122 ("Illumina"), and CareDx, Inc., a Delaware corporation, having a place of business at 3260 Bayshore Boulevard, Brisbane, CA 94005 ("CareDx"). Illumina and CareDx may each be referred to in this Agreement individually as a "Party" and collectively as the "Parties."

Victory Capital Holdings, Inc. – Project Patriot Amended & Restated Commitment Letter (September 27th, 2018)

You have informed Royal Bank of Canada (Royal Bank), RBC Capital Markets* (RBCCM and, together with Royal Bank, RBC) and Barclays Bank PLC (Barclays and, together with RBC, the Commitment Parties, we or us) that Victory Capital Holdings, Inc. (the Borrower) intends to, directly or indirectly, acquire (the Acquisition) 100% of the outstanding equity interests of an entity previously identified to us as Patriot (the Target), from the current equity-holders thereof (collectively, the Sellers). Reference is made to that certain Credit Agreement, dated as of February 12, 2018, by and among the Borrower, Royal Bank, as administrative agent (the Administrative Agent), the lenders party thereto (the Existing Lenders) and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the Existing Credit Agreement; the existing Term Facility thereunder, the Existing Term Loan Facility). Capitalized terms used without definition i

AMENDMENT NO. 1, Dated as of September 21, 2018 (This Amendment No. 1), to the Fourth Amended and Restated Credit Agreement Dated as of August 25, 2017, Among THE WILLIAM CARTER COMPANY, a Massachusetts Corporation (The U.S. Borrower), the Genuine Canadian Corp., an Ontario Corporation (The Canadian Borrower), CARTERS HOLDINGS B.V., Having Its Official Seat (Statutaire Zetel) in Amsterdam, the Netherlands, Registered With the Dutch Trade Register Under Number 63530201 (Dutch Borrower And, Together With the U.S. Borrower and the Canadian Borrower, the Borrowers), Each Lender From Time to Time P (September 26th, 2018)
Stock Purchase Agreement (September 20th, 2018)

STOCK PURCHASE AGREEMENT, dated as of September 20, 2018 ("Agreement"), among Christie Digital Systems, Inc., a Delaware corporation ("Seller"), Allure Global Solutions, Inc., a Georgia corporation (the "Company"), and Creative Realities, Inc., a Minnesota corporation ("Buyer").

Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Legacy Reserves Inc. – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Legacy Reserves Lp – Tenth Amendment to Third Amended and Restated Credit Agreement (September 14th, 2018)
Okta, Inc. – Summary of Basic Lease Information (September 7th, 2018)

THIS LEASE, dated December 11, 2014 for purposes of reference only (the "Effective Date"), is made and entered into by and between SIX THIRTY-FOUR SECOND STREET, LLC, a Delaware limited liability company ("Landlord") and OKTA INC., a Delaware corporation ("Tenant").

Limited Partnership Agreement of Nnn Office Jv L.P. A Delaware Limited Partnership Dated as of August 31, 2018 (September 5th, 2018)

This LIMITED PARTNERSHIP AGREEMENT OF NNN OFFICE JV L.P. (as amended from time to time in accordance herewith, this "Agreement") is made and entered into and is effective as of August 31, 2018 (the "Effective Date") by and among LX JV INVESTOR LLC, a Delaware limited liability company ("Investor Partner"), NLSAF LP1 LLC, a Delaware limited liability company ("LXP LP1"), and UHA LP2 LLC, a Delaware limited liability company ("LXP LP2"), each as a limited partner of the Partnership, and LXPDK GP LLC, a Delaware limited liability company ("LXP GP"), as general partner of the Partnership. Capitalized terms used herein shall have the meanings ascribed to such terms in this Agreement.

Asset Purchase Agreement (August 31st, 2018)

THIS ASSET PURCHASE AGREEMENT (this "Agreement") is made as of March 6, 2018, by and between Vyera Pharmaceuticals AG f/k/a Turing Pharmaceuticals AG, a stock corporation organized under the laws of Switzerland ("Seller"), and Seelos Therapeutics, Inc., a Delaware corporation ("Buyer"). Buyer and Seller may be referred to herein collectively as the "Parties" and individually as a "Party."

Virnetx Holding Corp – $50,000,000 At-The-Market Offering Program Sales Agreement (August 31st, 2018)
Convertible Note Purchase Agreement (August 31st, 2018)

THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (this "Agreement") is made as of the respective dates set forth on the signature pages hereto by and among Seelos Therapeutics, Inc., Inc., a Delaware corporation (the "Company"), and the parties (each, individually, a "Lender," and, collectively, the "Lenders") listed on the Schedule of Lenders attached to this Agreement as EXHIBIT A (the "Schedule of Lenders").

Eventbrite, Inc. – LEASE BY AND BETWEEN UNIVERSITY OF THE PACIFIC, a California Nonprofit Corporation AS LANDLORD AND EVENTBRITE, INC., a Delaware Corporation AS TENANT (August 23rd, 2018)

earthquake and/or flood insurance) as may be deemed necessary or advisable in the reasonable judgment of Landlord, or as may be required by any Encumbrancer, all in such amounts as Landlord determines to be appropriate, and, subject to the limitations set forth below, costs of repairing an insured casualty to the extent of the deductible amount under the applicable insurance policy; (k) water charges and sewer rents or fees; (l) sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Project, the Building or the Building Systems; (m) legal, accounting and other professional services for the Project, including costs, fees and expenses of contesting the validity or applicability of any law, ordinance, rule, regulation or order relating to the Building; (n) costs of telephone, facsimile, postage, courier, stationery supplies and other expenses incurred in connection with the operation, maintenance or repair of

Riviera Resources, LLC – CREDIT AGREEMENT Dated as of August 10, 2018 Among BLUE MOUNTAIN MIDSTREAM LLC, as Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Issuing Bank, CITIBANK, N.A. And CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Syndication Agents, ABN AMRO CAPITAL USA LLC and PNC BANK NATIONAL ASSOCIATION, as Co-Documentation Agents and the Lenders Party Hereto RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. And CAPITAL ONE SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners ABN AMRO CAPITAL USA LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers (August 16th, 2018)

THIS CREDIT AGREEMENT dated as of August 10, 2018, is among: Blue Mountain Midstream LLC, a Delaware limited liability company (the Borrower), each of the Lenders from time to time party hereto, and Royal Bank of Canada (in its individual capacity, RBC), as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the Lenders (as defined below).

Chuck E. Cheese's – Incremental Assumption Agreement (Extended Revolving Facility Commitment) (August 10th, 2018)

This INCREMENTAL ASSUMPTION AGREEMENT (EXTENDED REVOLVING FACILITY COMMITMENT) (this "Agreement"), dated as of May 8, 2018, is made by and among Queso Holdings Inc., a Delaware corporation ("Holdings"), CEC Entertainment, Inc., a Kansas corporation (the "Borrower"), each "Subsidiary Loan Party" listed on the signature pages hereto (each, a "Subsidiary Loan Party" and, collectively, jointly and severally, the "Subsidiary Loan Parties"), Deutsche Bank AG New York Branch, as Administrative Agent under the Credit Agreement (as defined below) (the "Administrative Agent"), and each of the Lenders party hereto.

PAR Technology Corporation – Credit Agreement (August 9th, 2018)
CareDx, Inc. – Credit Agreement and Guaranty Dated as of April 17, 2018 Among CareDx, Inc. As the Borrower, Certain Subsidiaries of the Borrower From Time to Time Party Hereto, as the Subsidiary Guarantors, the Lenders From Time to Time Party Hereto, as the Lenders, and Perceptive Credit Holdings II, LP as the Administrative Agent U.S. $35,000,000 (August 9th, 2018)
CareDx, Inc. – Chief Executive Officer CareDx, Inc. 3260 Bayshore Blvd Brisbane, CA 94005 Dear Dr. Maag: (August 9th, 2018)

CareDx, Inc. (the "Borrower") has requested the commitment of Perceptive Credit Holdings II, LP (the "Lender" or "Perceptive") to provide financing to the Borrower in the form of a Senior Term Loan Facility in an aggregate principal amount not to exceed $35,000,000 (the "Facility"). Perceptive has agreed to provide such commitment on the terms set forth in this letter (the "Commitment Letter"). The proceeds of the Facility will be used for general corporate purposes, including, without limitation, business development and licensing purposes, the refinancing of existing debt and the payment of fees and expenses associated with the negotiation, execution and implementation of the Facility. The terms and provisions governing the Facility will be substantially as set forth in the draft of the documents set forth on Exhibit A hereto, with such changes which have been previously agreed to by the parties and further changes which are satisfactory to the Lender in its reasonable discretion,

CareDx, Inc. – License and Commercialization Agreement (August 9th, 2018)

This License and Commercialization Agreement ("Agreement") is effective as of the date of last signature below (the "Effective Date") by and between Illumina, Inc., a Delaware corporation, having a place of business at 5200 Illumina Way, San Diego, CA, 92122 ("Illumina"), and CareDx, Inc., a Delaware corporation, having a place of business at 3260 Bayshore Boulevard, Brisbane, CA 94005 ("CareDx"). Illumina and CareDx may each be referred to in this Agreement individually as a "Party" and collectively as the "Parties."

On Deck – CREDIT AGREEMENT Dated as of April 13, 2018 Among LOAN ASSETS OF ONDECK, LLC, (August 7th, 2018)

This CREDIT AGREEMENT, dated as of April 13, 2018, is entered into by and among LOAN ASSETS OF ONDECK, LLC, a Delaware limited liability company ("Company"), the Lenders party hereto from time to time and 20 GATES MANAGEMENT LLC, as Administrative Agent for the Class A Lenders (in such capacity, "Administrative Agent") and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent (in such capacity, "Paying Agent") and as Collateral Agent for the Secured Parties (in such capacity, "Collateral Agent").

MiFi (Novatel Wireless, Inc) – Securities Purchase Agreement (August 7th, 2018)
Easterly Government Properties, Inc. – Purchase and Sale Agreement and Escrow Instructions (August 7th, 2018)

THIS PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (this "Agreement") is made and entered into as of June 15, 2018 (the "Effective Date") between the Sellers listed on Exhibit A (each, a "Seller" and collectively, "Sellers"), on one hand, and Easterly Government Properties LP, a Delaware limited partnership ("Purchaser"), on the other hand.

PBF Energy Co LLC – AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 30, 2018 Among PBF LOGISTICS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and the Lenders Party Hereto WELLS FARGO SECURITIES, LLC, BNP PARIBAS, CITIBANK, N.A., MUFG BANK, LTD., NATIXIS, NEW YORK BRANCH and RBC CAPITAL MARKETS1, as Joint Lead Arrangers and Joint Bookrunners BNP PARIBAS, CITIBANK, N.A., MUFG BANK, LTD., NATIXIS, NEW YORK BRANCH and RBC CAPITAL MARKETS, as Co-Syndication Agents (August 2nd, 2018)
PBF Logistics LP – AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT Dated as of July 30, 2018 Among PBF LOGISTICS LP, as the Borrower, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and an L/C Issuer, and the Lenders Party Hereto WELLS FARGO SECURITIES, LLC, BNP PARIBAS, CITIBANK, N.A., MUFG BANK, LTD., NATIXIS, NEW YORK BRANCH and RBC CAPITAL MARKETS1, as Joint Lead Arrangers and Joint Bookrunners BNP PARIBAS, CITIBANK, N.A., MUFG BANK, LTD., NATIXIS, NEW YORK BRANCH and RBC CAPITAL MARKETS, as Co-Syndication Agents (August 2nd, 2018)
Navistar International Corp. – Joinder Agreement (July 31st, 2018)

JOINDER AGREEMENT, dated as of July 30, 2018 (this "Agreement" or "Joinder Agreement"), by and among the New Lenders (as defined below), the US Borrower (as defined below) and JPMorgan Chase Bank, N.A. ("JPMorgan") as Administrative Agent.

MiFi (Novatel Wireless, Inc) – Mutual General Release and Settlement Agreement (July 31st, 2018)

This Mutual Release and Settlement Agreement ("Agreement") is made and entered into by and between Inseego, Corp., successor to Novatel Wireless, Inc. ("Inseego" or the "Company"), on the one hand, and Robert E. Ralston and Ethan B. Ralston (the "Ralstons"), on the other hand, as follows.

Riviera Resources, LLC – FORM OF CREDIT AGREEMENT Dated as of [ ], 2018 Among BLUE MOUNTAIN MIDSTREAM LLC, as Borrower, ROYAL BANK OF CANADA, as Administrative Agent and Issuing Bank, CITIBANK, N.A. And CAPITAL ONE, NATIONAL ASSOCIATION, as Co-Syndication Agents, ABN AMRO CAPITAL USA LLC and PNC BANK NATIONAL ASSOCIATION, as Co- Documentation Agents and the Lenders Party Hereto RBC CAPITAL MARKETS, CITIGROUP GLOBAL MARKETS INC. And CAPITAL ONE SECURITIES, INC., as Joint Lead Arrangers and Joint Bookrunners ABN AMRO CAPITAL USA LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers (July 19th, 2018)

THIS CREDIT AGREEMENT dated as of [ ], 2018, is among: Blue Mountain Midstream LLC, a Delaware limited liability company (the Borrower), each of the Lenders from time to time party hereto, and Royal Bank of Canada (in its individual capacity, RBC), as administrative agent (in such capacity, together with its successors in such capacity, the Administrative Agent) for the Lenders (as defined below).

Article I Definitions (July 10th, 2018)

This ASSET PURCHASE AGREEMENT, dated as of July 10, 2018 (this "Agreement"), is by and between The Bancorp Bank, a Delaware chartered commercial bank ("Seller"), and Millennium Trust Company, LLC, an Illinois limited liability company ("Buyer").

Focus Financial Partners Inc. – Amendment No. 4 to First Lien Credit Agreement (June 29th, 2018)

WHEREAS, pursuant to the Securities Purchase Agreement, dated as of April 12, 2017 (the Acquisition Agreement), by and among the Borrower, the Investor and the equityholders representative named therein, the Investor and the other Initial Investors will directly or indirectly acquire certain newly issued and existing units of the Borrower as described in the Acquisition Agreement;

Linn Energy – Second Amendment to Credit Agreement (June 28th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Riviera Resources, LLC – Second Amendment to Credit Agreement (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Holdings (as defined below); MidCo (as defined below); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).

Riviera Resources, LLC – First Amendment to Credit Agreement (June 27th, 2018)

This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of September 29, 2017, is among LINN ENERGY HOLDCO II LLC, a Delaware limited liability company (the Borrower); LINN ENERGY HOLDCO LLC, a Delaware limited liability company (the Parent); LINN ENERGY, INC., a Delaware corporation (Holdings); each of the undersigned guarantors (the Guarantors, and together with the Borrower, the Parent and Holdings, the Obligors); ROYAL BANK OF CANADA, as administrative agent for the Lenders (in such capacity, the Administrative Agent) and as the Issuing Bank; and the Lenders signatory hereto.

Riviera Resources, LLC – Credit Agreement Dated as of August 4, 2017, Among Linn Energy Holdco Ii Llc, as Borrower, Linn Energy Holdco Llc, as Parent, Linn Energy, Inc., as Holdings Royal Bank of Canada, as Administrative Agent, Citibank, N.A., as Syndication Agent, Barclays Bank Plc Jpmorgan Chase Bank, N.A. Morgan Stanley Senior Funding, Inc., and Pnc Bank National Association, as Co-Documentation Agents and the Lenders Party Hereto From Time to Time Joint Lead Arrangers and Joint Book Runners Rbc Capital Markets Citigroup Global Markets, Inc. (June 27th, 2018)

THIS CREDIT AGREEMENT dated as of August 4, 2017, is among Linn Energy Holdco II LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (the Borrower); Linn Energy Holdco LLC, a limited liability company duly formed and existing under the laws of the State of Delaware (Parent); Linn Energy, Inc., a corporation duly formed and existing under the laws of the State of Delaware (Holdings); each of the Lenders from time to time party hereto; Royal Bank of Canada (in its individual capacity, RBC), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the Administrative Agent); Citibank, N.A., as syndication agent for the Lenders (the Syndication Agent) and Barclays Bank PLC, JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc. and PNC Bank National Association, as co-documentation agents for the Lenders (collectively, the Documentation Agents).