Ropes & Gray Sample Contracts

Re: (May 5th, 2020)

This letter sets forth the agreement ( the "Agreement") between the United States Attorney's Office for the District of Massachusetts ("USAO") and Specialty Distribution Services, Inc., ("SDS").

SETTLEMENT AGREEMENT AND RELEASE (October 5th, 2018)

This Settlement Agreement and Release (“Agreement” or “Settlement Agreement”), dated as of October 5, 2018, is made and entered into by and among the following Parties: (i) Jacqueline Weiss, Joseph Weiss, Ashley Russell, Brett Barnes and Burnell Rutters (“Representative Plaintiffs”), individually and on behalf of the Class, by and through John A. Yanchunis and Marisa Glassman of Morgan & Morgan Complex Litigation Group; James M. Evangelista and David J. Worley of Evangelista Worley LLP; Roy E. Barnes, John R. Bevis and J. Cameron Tribble of Barnes Law Group, LLC; and Stuart J. Guber and Timothy J. Peter of Faruqi & Faruqi, LLP (“Class Counsel”); and (ii) Arby’s Restaurant Group, Inc. (“Arby’s”), by and through its counsel of record, lead counsel Douglas H. Meal of Ropes & Gray LLP.

Taiwan Fund IncThe Taiwan Fund, Inc. INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT This Agreement, dated as of February 23rd, 2012, between THE TAIWAN FUND, INC., a corporation organized under the Delaware Laws of the United States with a registered office at c/o State ... (April 30th, 2012)

The Taiwan Fund, Inc. INVESTMENT ADVISORY AND MANAGEMENT AGREEMENT This Agreement, dated as of February 23rd, 2012, between THE TAIWAN FUND, INC., a corporation organized under the Delaware Laws of the United States with a registered office at c/o State Street Bank and Trust Company, P.O. Box 5049, 2 Avenue de Lafayette, Boston, MA 02206-5409 (the Fund), and MARTIN CURRIE INC., a company incorporated in New York and registered as an investment adviser with the U.S. Securities and Exchange Commission and authorized and regulated by the Financial Services Authority of the United Kingdom, the regulator for financial services institutions in the United Kingdom (the FSA) (the Investment Manager). The Fund is a closed-end, diversified management investment company registered under the Investment Company Act of 1940 (the 1940 Act), the shares of common stock of which are registered under the Securities Exchange Act of 1934 and listed on the New York Stock Exchange. The Funds investment object

Northeast UtilitiesLetterhead of Ropes & Gray LLP] [To be signed and dated as of the effective date of the Registration Statement] (November 22nd, 2010)
Evergreen Equity Trust /De/Ropes & Gray LLP One International Place Boston, MA 02110-2624 (September 23rd, 2008)

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated as of June 27, 2008 between and among: (i) Evergreen Select Equity Trust, a Delaware statutory trust (“Evergreen Select Equity Trust”), on behalf of one of its series, Evergreen Special Equity Fund (“Target Fund”); (ii) Evergreen Equity Trust, a Delaware statutory trust (“Evergreen Equity Trust”), on behalf of one of its series, Evergreen Golden Core Opportunities Fund (“Acquiring Fund”); and (iii) Evergreen Investment Management Company, LLC (“EIMC”), the investment adviser to Target Fund and Acquiring Fund. The Agreement describes a proposed transaction (the “Transaction”) to occur as of the date of this letter (the “Closing Date”), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilitie

Evergreen Fixed Income Trust /De/Ropes & Gray LLP One International Place Boston, MA 02110-2624 (September 23rd, 2008)

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated as of June 27, 2008 between and among: (i) Evergreen Select Fixed Income Trust, a Delaware statutory trust (“Evergreen Select”), on behalf of one of its series, Evergreen Select High Yield Bond Fund (“Target Fund”); (ii) Evergreen Fixed Income Trust, a Delaware statutory trust (“Evergreen Trust”), on behalf of one of its series, Evergreen High Income Fund (“Acquiring Fund”); and (iii) Evergreen Investment Management Company, LLC (“EIMC”), the investment adviser to Target Fund and Acquiring Fund. The Agreement describes a proposed transaction (the “Transaction”) to occur as of the date of this letter (the “Closing Date”), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Target Fu

Evergreen Equity Trust /De/Ropes & Gray LLP One International Place Boston MA 02110-2624 F 617-951-7050 (September 6th, 2006)

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated as of June 1, 2006 among Evergreen Equity Trust, a Delaware Statutory Trust (“Target Trust”), on behalf of one of its series, Evergreen Strategic Value Fund (“Target Fund”), Evergreen Equity Trust, a Delaware Statutory Trust (“Acquiring Trust”), on behalf of one of its series, Evergreen Omega Fund (“Acquiring Fund”) and Evergreen Investment Management Company, LLC (“EIMC”), as to Article IX only. The Agreement describes a transaction (the “Transaction”) to occur as of the date of this letter (the “Closing Date”), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its

Evergreen Equity Trust /De/Ropes & Gray LLP One International Place Boston MA 02110-2624 (June 28th, 2006)

We have acted as counsel in connection with the Agreement and Plan of Reorganization (the “Agreement”) dated as of April 1, 2006 between Evergreen Select Equity Trust, a Delaware Statutory Trust (“Target Trust”), on behalf of one of its series, Evergreen Strategic Value Fund (“Target Fund”), and Evergreen Equity Trust, a Delaware Statutory Trust (“Acquiring Trust”), on behalf of one of its series, Evergreen Disciplined Value (“Acquiring Fund”). The Agreement describes a transaction (the “Transaction”) to occur as of the date of this letter (the “Closing Date”), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund.

Evergreen Fixed Income Trust /De/Ropes & Gray LLP One International Place Boston, MA 02110-2624 617-951-7000 F 617-951-7050 www.ropesgray.com (May 31st, 2005)

We have acted as counsel in connection with the Agreement and Plan of Merger dated January 13, 2005 between Vestaur Securities Fund, a Delaware statutory trust (“Target Fund”), and Evergreen Fixed Income Trust, a Delaware statutory trust (the “Acquiring Trust”), on behalf of its Evergreen Diversified Bond Fund series (“Acquiring Fund”). The Agreement describes a proposed transaction (the "Transaction") to occur as of today (the “Closing Date”), pursuant to which Acquiring Fund will acquire substantially all of the assets of Target Fund in exchange for shares of beneficial interest in Acquiring Fund (the “Acquiring Fund Shares”) and the assumption by Acquiring Fund of all of the liabilities of Target Fund following which the Acquiring Fund Shares received by Target Fund will be distributed by Target Fund to its shareholders in liquidation and termination of Target Fund. This opinion as to certain U.S. federal income tax consequences of the Transaction is furnished to you pursuant to Sec

Jp Morgan Mutual Fund Select TrustONE GROUP MUTUAL FUNDS J.P. MORGAN MUTUAL FUND SELECT TRUST AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (Agreement) is made as of this 22nd day of November, 2004, by and between One Group Mutual Funds, a Massachusetts ... (April 29th, 2005)
Antigenics Inc /De/July 30, 2004 (August 12th, 2004)
Conexant Systems IncRopes & Gray LLP 45 Rockefeller Plaza New York, New York 10111-0087 (212) 841-5700 (January 15th, 2004)

We have acted as counsel to GlobespanVirata, Inc., a Delaware corporation ("GlobespanVirata"), in connection with the proposed Merger, as such term is defined and described in the Agreement and Plan of Reorganization, dated as of November 3, 2003 (the "Merger Agreement"), by and among Conexant Systems, Inc., a Delaware corporation ("Conexant"), and Concentric Sub, Inc., a Delaware corporation and wholly owned subsidiary of Conexant ("Concentric") and GlobespanVirata. In connection therewith, Conexant has filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act") (i) on December 15, 2003 a Registration Statement on Form S-4 (Registration No. 333-111179) and (ii) on the date hereof Amendment No. 1 to such Registration Statement on Form S-4 (such Registration Statement, as amended by such Amendment No. 1, the "Registration Statement"). The Registration Statement includes a joint proxy statement/prospectus (the "

State Street Research Securities TrustEXHIBIT (10)(a) [letterhead of Ropes & Gray, One International Place, Boston, MA 02110-2624] February 21, 2003 State Street Research Large-Cap Growth Fund State Street Research Growth Trust One Financial Center Boston, MA 02111 State Street Research ... (August 26th, 2003)
State Street Research Income TrustEXHIBIT (10)(c) [letterhead of Ropes & Gray, One International Place, Boston, MA 02110-2624] March 7, 2003 State Street Research Strategic Income Fund State Street Research Securities Trust One Financial Center Boston, MA 02111 State Street Research High ... (July 29th, 2003)
New England Zenith FundRopes & Gray One International Place Boston, Massachusetts 02110 Phone: (617) 951-7000 Fax: (617) 951-7050 [Date] (February 19th, 2003)
Metropolitan Series Fund IncRopes & Gray One International Place Boston, Massachusetts 02110 Phone: (617) 951-7000 Fax: (617) 951-7050 [Date] (February 19th, 2003)
Allmerica Investment TrustRopes & Gray (January 17th, 2003)
Ipayment IncExhibit 2.9 AMENDMENT TO PORTFOLIO PURCHASE AGREEMENT This AMENDMENT TO PORTFOLIO PURCHASE AGREEMENT ("Amendment") is made and entered into as of April 12, 2001, by and between iPayment Technologies, Inc. (formerly known as creditcards.com, formerly ... (December 6th, 2002)
New England Zenith FundRopes & Gray One International Place Boston, Massachusetts 02110 Phone: (617) 951-7000 Fax: (617) 951-7050 April 29, 2002 (February 19th, 2002)
New England Zenith FundExhibit 12 Ropes & Gray One International Place Boston, Massachusetts 02110 Phone: (617) 951-7000 Fax: (617) 951-7050 April 29, 2002 (February 19th, 2002)
Riverstone Networks IncRECITALS (October 15th, 2001)
Legg Mason Value Trust IncExhibit 12 ---------- [Letterhead of Ropes & Gray] December 20, 2000 LM Value Institutional Portfolio LM Institutional Fund Advisors II, Inc. 100 Light Street Baltimore, MD 21202 Legg Mason Value Trust, Inc. 100 Light Street Baltimore, MD 21202 Ladies ... (December 20th, 2000)
Fifth Third FundsOctober 30, 2000 Fifth Third Quality Growth Fund Fifth Third Funds 3435 Stelzer Road Columbus, Ohio 43219 Fifth Third Cardinal Fund Fifth Third Funds 3435 Stelzer Road Columbus, Ohio 43219 Ladies and Gentlemen: We have acted as counsel in connection with ... (November 17th, 2000)
SMTC CorpEXHIBIT 10.5 LEASE AGREEMENT - FRANKLIN, MA EXHIBIT 1, SHEET 1 109 Constitution Boulevard FRANKLIN INDUSTRIAL PARK Franklin, Massachusetts EXECUTION DATE: August 11, 2000 TENANT: SMTC MANUFACTURING CORPORATION OF MASSACHUSETTS, a Massachusetts ... (November 15th, 2000)
Simmons Co /Ga/1 EXHIBIT 10.25 THIS WARRANT AND ANY SHARES OF STOCK PURCHASABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE ... (April 21st, 1999)
Simmons Co /Ga/1 Exhibit 10.26 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT"), dated as of October 29, 1998 (the "CLOSING DATE"), is by and among Simmons Holdings, Inc., a Delaware corporation ("HOLDINGS"), Simmons Company, a Delaware corporation (the ... (April 21st, 1999)
Pimco FundsRopes & Gray One International Place Boston, Massachusetts 02110-2624 (617) 951-7000 FAX: (617) 951-7050 June 26, 1998 PIMCO Municipal Bond Fund --PIMCO Funds: Pacific Investment Management Series PIMCO Tax Exempt Fund --PIMCO Funds: Multi-Manager Series ... (July 9th, 1998)
Trumps Castle Associates LpTRUMP'S CASTLE ASSOCIATES, L.P. Mortgagor/Debtor and TRUMP'S CASTLE FUNDING, INC., Mortgagee/Secured Party (May 15th, 1998)
Coast Resorts IncDEED OF TRUST, ASSIGNMENT OF RENTS, LEASES AND SECURITY AGREEMENT MADE BY COAST HOTELS AND CASINOS, INC. A NEVADA CORPORATION, AS TRUSTOR, TO NATIONAL TITLE COMPANY A NEVADA CORPORATION, AS TRUSTEE, FOR THE BENEFIT OF (March 31st, 1998)
Bell Sports CorpAGREEMENT AND PLAN OF RECAPITALIZATION AND MERGER BETWEEN HB ACQUISITION CORPORATION AND BELL SPORTS CORP. DATED AS OF FEBRUARY 17, 1998 (February 23rd, 1998)
Colonial Trust IiiAGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (Agreement) made by and between each Trust (Trust) listed in Appendix 1 and the Fund (Fund) listed opposite the name of such Trust, as of the Agreement Date specified for such ... (February 19th, 1997)
Pimco Funds Equity Advisors SeriesJanuary 17, 1997 Cadence Mid Cap Growth Fund PIMCO Funds: Equity Advisors Series 840 Newport Center Drive, Suite 360 Newport Beach, California 92660 Discovery Fund PIMCO Advisors Funds 2187 Atlantic Avenue Stamford, Connecticut 06902 Ladies and ... (February 4th, 1997)
Pimco Funds Equity Advisors SeriesJanuary 17, 1997 NFJ Diversified Low P/E Fund PIMCO Funds: Equity Advisors Series 840 Newport Center Drive, Suite 360 Newport Beach, California 92660 Value Fund PIMCO Advisors Funds 2187 Atlantic Avenue Stamford, Connecticut 06902 Ladies and Gentlemen: ... (February 4th, 1997)
Pimco FundsJanuary 17, 1997 Money Market Fund PIMCO Funds 840 Newport Center Drive, Suite 360 Newport Beach, California 92660 Money Market Fund PIMCO Advisors Funds 2187 Atlantic Avenue Stamford, Connecticut 06902 Ladies and Gentlemen: We have acted as counsel in ... (January 30th, 1997)
Pimco FundsJanuary 17, 1997 Total Return Fund PIMCO Funds 840 Newport Center Drive, Suite 360 Newport Beach, California 92660 Total Return Income Fund PIMCO Advisors Funds 2187 Atlantic Avenue Stamford, Connecticut 06902 Ladies and Gentlemen: We have acted as ... (January 30th, 1997)