Sidley Austin Sample Contracts

Madison Gas & Electric Co – Madison Gas and Electric Company $60,000,000 4.19% Senior Notes, Series A, Due 2048 $20,000,000 4.24% Senior Notes, Series B, Due 2053 $20,000,000 4.34% Senior Notes, Series C, Due 2058 Note Purchase Agreement Dated July 16, 2018 (July 17th, 2018)
Remora Royalties, Inc. – Certificate of Incorporation of Remora Royalties, Inc. (July 16th, 2018)

SECOND: The address of the Corporations registered office in the State of Delaware is 1675 South State Street, Suite B, Dover, County of Kent, Delaware 19901. The name of its registered agent at such address is Capital Services, Inc.

Morgan Stanley Capital I Trust 2018-H3 – MORTGAGE LOAN PURCHASE AGREEMENT Between CITI REAL ESTATE FUNDING INC. As Seller and Morgan Stanley Capital I Inc. As Purchaser Dated June 27, 2018 (July 12th, 2018)

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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Morgan Stanley Capital I Trust 2018-H3 – MORTGAGE LOAN PURCHASE AGREEMENT Between KEYBANK NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. As Purchaser Dated June 27, 2018 (July 12th, 2018)

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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Morgan Stanley Capital I Trust 2018-H3 – MORTGAGE LOAN PURCHASE AGREEMENT Between BANK OF AMERICA, NATIONAL ASSOCIATION as Seller and Morgan Stanley Capital I Inc. As Purchaser Dated June 27, 2018 (July 12th, 2018)

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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Morgan Stanley Capital I Trust 2018-H3 – Starwood Mortgage Capital Llc (July 12th, 2018)

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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Morgan Stanley Capital I Trust 2018-H3 – MORTGAGE LOAN PURCHASE AGREEMENT Between MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC as Seller and Morgan Stanley Capital I Inc. As Purchaser Dated June 27, 2018 (July 12th, 2018)

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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Morgan Stanley Capital I Trust 2018-H3 – 1. Agreement to Purchase 2 2. Conveyance of Mortgage Loans 2 3. Examination of Mortgage Files and Due Diligence Review 8 4. Representations, Warranties and Covenants of Seller and Purchaser 9 5. Remedies Upon Breach of Representations and Warranties Made by Seller 16 6. Closing 22 7. Closing Documents 23 8. Costs 26 9. Notices 26 10. Severability of Provisions 26 11. Further Assurances 26 12. Survival 26 13. Governing Law; Waiver of Jury Trial; Consent to Jurisdiction 27 14. Benefits of Mortgage Loan Purchase Agreement 27 15. Miscellaneous 28 16. Entire Agreement 28 (July 12th, 2018)

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 July 1, 2018, between Purchaser, as depositor (the "Depositor"), Wells Fargo Bank, National Association, as master servicer (in such capacity, the "Master Servicer"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity, the "Certificate Registrar") and as authenticating agent, LNR Partners, LLC, as special servicer

Stock Purchase Agreement Among Plantronics, Inc., Triangle Private Holdings Ii, Llc And (July 2nd, 2018)

THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and effective as of March 28, 2018 (the "Agreement Date") by and among Plantronics, Inc., a Delaware corporation ("Buyer"); Triangle Private Holdings II, LLC, a Delaware limited liability company ("Seller"); and Polycom, Inc., a Delaware corporation ("Polycom"). Capitalized terms used but not defined in the context of the Section in which such terms first appear have the respective meanings set forth in Section 13.17.

Stockholder Agreement by and Between Triangle Private Holdings Ii, Llc and Plantronics, Inc. (July 2nd, 2018)

STOCKHOLDER AGREEMENT (this "Agreement"), dated as of July 2, 2018, by and among Plantronics, Inc., a Delaware corporation (the "Company"), and Triangle Private Holdings II, LLC, a Delaware limited liability company ("Siris").

Valero LP – Registration Rights Agreement by and Among Nustar Energy L.P. And the Purchasers Named on Schedule a Hereto (June 29th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 29, 2018, by and among NuStar Energy L.P., a Delaware limited partnership (the Partnership), and each of the Purchasers set forth on Schedule A to this Agreement (each, a Purchaser and collectively, the Purchasers).

NuStar GP Holdings L.L.C. – Registration Rights Agreement by and Among Nustar Energy L.P. And the Purchasers Named on Schedule a Hereto (June 29th, 2018)

This REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 29, 2018, by and among NuStar Energy L.P., a Delaware limited partnership (the Partnership), and each of the Purchasers set forth on Schedule A to this Agreement (each, a Purchaser and collectively, the Purchasers).

NuStar GP Holdings L.L.C. – SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT Among NUSTAR ENERGY L.P. And THE PURCHASERS PARTY HERETO June 26, 2018 (June 29th, 2018)

This SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, dated as of June 26, 2018 (this Agreement), is entered into by and among NUSTAR ENERGY L.P., a Delaware limited partnership (the Partnership) and the purchasers set forth in Schedule A hereto (the Purchasers).

Valero LP – PURCHASE AGREEMENT Among NUSTAR ENERGY L.P. And WILLIAM E. GREEHEY June 26, 2018 (June 29th, 2018)

This PURCHASE AGREEMENT, dated as of June 26, 2018 (this Agreement), is entered into by and between NUSTAR ENERGY L.P., a Delaware limited partnership (the Partnership) and WILLIAM E. GREEHEY (the Purchaser).

Third Amended and Restated Loan and Security Agreement (June 29th, 2018)

THIS THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Agreement") dated as of June 29, 2018 (the "Effective Date") by and among SILICON VALLEY BANK, a California corporation ("Bank"), AVIAT NETWORKS, INC., a Delaware corporation ("Parent"), AVIAT U.S., INC., a Delaware corporation ("Opco", together with Parent, the "US Borrowers" and each a "Borrower"), and AVIAT NETWORKS (S) PTE. LTD., a private company limited by shares formed under the laws of the Republic of Singapore ("Aviat Singapore" or "Singapore Borrower", and together with the US Borrowers, the "Borrowers"), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety, but is not a novation of, that certain Second Amended and Restated Loan and Security Agreement dated as of March 28, 2014 (as amended, the "Original Agreement"). The parties agree as follows:

NuStar GP Holdings L.L.C. – PURCHASE AGREEMENT Among NUSTAR ENERGY L.P. And WILLIAM E. GREEHEY June 26, 2018 (June 29th, 2018)

This PURCHASE AGREEMENT, dated as of June 26, 2018 (this Agreement), is entered into by and between NUSTAR ENERGY L.P., a Delaware limited partnership (the Partnership) and WILLIAM E. GREEHEY (the Purchaser).

Valero LP – SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT Among NUSTAR ENERGY L.P. And THE PURCHASERS PARTY HERETO June 26, 2018 (June 29th, 2018)

This SERIES D CUMULATIVE CONVERTIBLE PREFERRED UNIT PURCHASE AGREEMENT, dated as of June 26, 2018 (this Agreement), is entered into by and among NUSTAR ENERGY L.P., a Delaware limited partnership (the Partnership) and the purchasers set forth in Schedule A hereto (the Purchasers).

EQUITY PURCHASE AGREEMENT Dated as of June 23, 2018 by and Between NAVIGANT CONSULTING, INC. And ANKURA CONSULTING GROUP, LLC (June 28th, 2018)

This EQUITY PURCHASE AGREEMENT (including all schedules, exhibits and amendments hereto, this Agreement), dated as of June 23, 2018, is made by and between Navigant Consulting, Inc., a Delaware corporation (Seller) and Ankura Consulting Group, LLC, a Delaware limited liability company (Buyer).

Riviera Resources, LLC – Purchase and Sale Agreement Dated October 3, 2017, by and Between Linn Energy Holdings, Llc and Linn Operating, Llc as Seller, and Washakie Exaro Opportunities, Llc as Buyer (June 27th, 2018)

This PURCHASE AND SALE AGREEMENT (this Agreement) is made as of October 3, 2017 (the Execution Date), by and between Linn Energy Holdings, LLC, a Delaware limited liability company (LEH), and Linn Operating, LLC, a Delaware limited liability company (LOI and together with LEH, Seller), and Washakie Exaro Opportunities, LLC, a Delaware limited liability company (Buyer). Seller and Buyer are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Riviera Resources, LLC – Purchase and Sale Agreement Dated May 25, 2017, by and Between Linn Energy Holdings, Llc and Linn Operating, Llc as Seller, and Denbury Onshore, Llc as Buyer (June 27th, 2018)

This PURCHASE AND SALE AGREEMENT (this Agreement) is made as of May 25, 2017 (the Execution Date), by and between Linn Energy Holdings, LLC, a Delaware limited liability company (LEH), and Linn Operating, LLC, a Delaware limited liability company (LOL and together with LEH, the Seller), and Denbury Onshore, LLC, a Delaware limited liability company (Buyer). Seller and Buyer are sometimes hereinafter referred to individually as a Party and collectively as the Parties.

Hennessy Capital Acquisition Corp. III – Backstop and Subscription Agreement (June 26th, 2018)

This BACKSTOP AND SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Issuer"), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York ("Subscriber").

Hennessy Capital Acquisition Corp. III – Voting and Support Agreement (June 26th, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the "Seller"), Hennessy Capital Partners III LLC, a Delaware limited liability company ("Hennessy Capital Partners III"), and the stockholders of Purchaser (as defined below) set forth on Schedule I hereto (such individuals together with Hennessy Capital Partners III, each a "Stockholder", and collectively, the "Stockholders"). The Seller and the Stockholders are sometimes referred to herein as a "Party" and collectively as the "Parties".

Essential Properties Realty Trust, Inc. – STOCKHOLDERS AGREEMENT Among ESSENTIAL PROPERTIES REALTY TRUST, INC., ELDRIDGE INDUSTRIES, LLC and THE OTHER STOCKHOLDERS FROM TIME TO TIME PARTY HERETO Dated as of June 25, 2018 (June 26th, 2018)

THIS STOCKHOLDERS AGREEMENT (as amended, modified or supplemented in accordance with the terms hereof, this Agreement) is entered into as of June 25, 2018, by and among Essential Properties Realty Trust, Inc., a Maryland corporation (the Company), Eldridge Industries, LLC, a Delaware limited liability company (Eldridge), and any other stockholders that may from time to time become party hereto (together with Eldridge, collectively, the Sponsor Stockholders).

Hennessy Capital Acquisition Corp. III – Voting and Support Agreement (June 26th, 2018)

This VOTING AND SUPPORT AGREEMENT (this "Agreement") is entered into as of June 25, 2018, by and among JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the "Seller"), Hennessy Capital Partners III LLC, a Delaware limited liability company ("Hennessy Capital Partners III"), and the stockholders of Purchaser (as defined below) set forth on Schedule I hereto (such individuals together with Hennessy Capital Partners III, each a "Stockholder", and collectively, the "Stockholders"). The Seller and the Stockholders are sometimes referred to herein as a "Party" and collectively as the "Parties".

Hennessy Capital Acquisition Corp. III – Backstop and Subscription Agreement (June 26th, 2018)

This BACKSTOP AND SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 25th day of June, 2018, by and between Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Issuer"), and Nomura Securities International, Inc., a corporation formed under the laws of the State of New York ("Subscriber").

Contract (June 26th, 2018)

This letter (this "Agreement") constitutes the agreement between (a) Impinj, Inc. ("Company") and (b) Sylebra HK Company Limited ("Sylebra") and each of the other related Persons (as defined below) set forth on the signature pages to this Agreement and their respective Affiliates (as defined below) and Associates (as defined below) (all such Persons, the "Sylebra Group"). Company and the Sylebra Group are together the "Parties."

Omnibus Amendment (June 26th, 2018)

This TRANSFER AND ADMINISTRATION AGREEMENT (this Agreement), dated as of March 21, 2001, by and among Arrow Electronics Funding Corporation, a Delaware corporation (the SPV), Arrow Electronics, Inc., a New York corporation, individually (Arrow) and as initial Master Servicer, the several commercial paper conduits identified on Schedule A and their respective permitted successors and assigns (the Conduit Investors; each individually, a Conduit Investor), the financial institutions from time to time parties hereto as Alternate Investors, the agent bank set forth opposite the name of each Conduit Investor on Schedule A and its permitted successors and assigns (each a Funding Agent) with respect to such Conduit Investor and Alternate Investor, Mizuho Bank, Ltd., as Structuring Agent and Bank of America, National Association, a national banking association (Bank of America), as the Administrative Agent for the Conduit Investors and the Alternate Investors. Each Funding Agent, the related A

Hennessy Capital Acquisition Corp. III – Purchase Agreement (June 26th, 2018)

This Purchase Agreement (this "Agreement"), dated as of June 25, 2018, is made by and between JFL-NRC-SES Partners, LLC, a Delaware limited liability company (the "Seller"), and Hennessy Capital Acquisition Corp. III, a Delaware corporation (the "Purchaser"). The Seller and the Purchaser are each referred to herein as a "Party" and, collectively, as the "Parties".

Tricida, Inc. – Tricida, Inc. Form of Indemnification Agreement (June 25th, 2018)

This Indemnification Agreement (Agreement) is made as of by and between Tricida, Inc., a Delaware corporation (the Company), and , an individual (Indemnitee).

Preferred Stock Repurchase and Support Agreement (June 25th, 2018)

This PREFERRED STOCK REPURCHASE AND SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, and including the exhibits hereto, this "Agreement"), dated as of June 22, 2018, is entered into by and among Ambac Assurance Corporation (the "Company"), Ambac Financial Group, Inc. ("AFG") and the undersigned holders (each, a "Holder," and such Holders together, the "Holders") of one or more series of the Company's outstanding Auction Market Preferred Shares ("AMPS"). The Company, AFG, each Holder, and any subsequent person or entity that becomes a party hereto in accordance with the terms hereof are referred to herein as the "Parties" and each individually as a "Party."

Easterly Acquisition Corp. – AGREEMENT AND PLAN OF MERGER by and Among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., EASTERLY ACQUISITION CORP. And SIRIUS ACQUISITIONS HOLDING COMPANY III Dated as of June 23, 2018 (June 25th, 2018)

THIS AGREEMENT AND PLAN OF MERGER is dated as of June 23, 2018 (this "Agreement"), by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company ("Sirius"), EASTERLY ACQUISITION CORP., a Delaware corporation ("Easterly"), and SIRIUS ACQUISITIONS HOLDING COMPANY III, a Delaware corporation and a wholly owned Subsidiary of Sirius ("Merger Sub").

OneMain Holdings, Inc. – Amended and Restated Stockholders Agreement by and Among Onemain Holdings, Inc. And Omh Holdings, L.P. (June 25th, 2018)

THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is made as of June 25, 2018, by and between OMH Holdings, L.P., a Delaware limited partnership (the "Acquisition Entity") and OneMain Holdings, Inc., a Delaware corporation (the "Company"). Unless otherwise indicated, references to articles and sections shall be to articles and sections of this Agreement.

Constellation Pharmaceuticals Inc – Contract (June 22nd, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Constellation Pharmaceuticals Inc – Contract (June 22nd, 2018)

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

Amendment No. 5 (June 22nd, 2018)

This Third Amended and Restated Loan Agreement is entered into as of January 16, 2018, by and among VANTIV, LLC, a Delaware limited liability company (the Borrower), the various institutions from time to time party to this Agreement, as Lenders, and Morgan Stanley Senior Funding, Inc. (successor administrative agent to JPMorgan Chase Bank, N.A.), as administrative agent and collateral agent (the Administrative Agent or Collateral Agent).