Sidley Austin Sample Contracts

AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT Dated as of April 12, 2019 Among INGREDION INCORPORATED, the Lenders Party Hereto, BANK OF AMERICA, N.A., as Administrative Agent and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Sole Bookrunner and Sole Lead Arranger (April 18th, 2019)
ASSET PURCHASE AGREEMENT Dated as of April 17, 2019 by and Between ANGIODYNAMICS, INC. And MEDLINE INDUSTRIES, INC. (April 18th, 2019)
Bison Capital Acquisition Corp – Contract (April 15th, 2019)
Contract (April 15th, 2019)
Benchmark 2019-B10 Mortgage Trust – Mortgage Loan Purchase Agreement (April 11th, 2019)

This Mortgage Loan Purchase Agreement (this "Agreement"), is dated and effective March 21, 2019 between JPMorgan Chase Bank, National Association, as seller (the "Mortgage Loan Seller"), and Deutsche Mortgage & Asset Receiving Corporation, as purchaser (the "Purchaser").

Benchmark 2019-B10 Mortgage Trust – Contract (April 11th, 2019)
Contract (April 11th, 2019)
Legacy Reserves Inc. – Contract (April 9th, 2019)
Vistra Energy Corp – First Amendment to Purchase and Sale Agreement (April 5th, 2019)
Vistra Energy Corp – Contract (April 5th, 2019)
Bison Capital Acquisition Corp – Patent Assignment and Licensing Agreement (April 4th, 2019)

This Patent Assignment and Licensing Agreement ("Agreement") is entered into on the date of last signature hereto ("Effective Date")

SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 29, 2019, Among (April 4th, 2019)

THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 29, 2019, among TUPPERWARE BRANDS CORPORATION, a Delaware corporation (the "Parent Borrower"), TUPPERWARE NEDERLAND B.V. (formerly known as Tupperware International Holdings B.V.), a besloten vennootschap met beperkte aansprakelijkheid organized under the laws of the Netherlands, registered with the Dutch trade register under number 27119364 (the "Dutch Subsidiary Borrower"), ADMINISTRADORA DART, S. DE R.L. DE C.V., a limited liability corporation (sociedad de responsabilidad limitada de capital variable) organized under the laws of Mexico (the "Mexican Subsidiary Borrower"), TUPPERWARE BRANDS ASIA PACIFIC PTE. LTD., a private limited liability company incorporated under the laws of Singapore (the "Singaporean Subsidiary Borrower" and, together with the Dutch Subsidiary Borrower and the Mexican Subsidiary Borrower, the "Subsidiary Borrowers"), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Ag

SENIOR NOTES INDENTURE Dated as of April 3, 2019 Among DARLING INGREDIENTS INC., THE GUARANTORS AS SET FORTH HEREIN and REGIONS BANK, as Trustee 5.25% SENIOR NOTES DUE 2027 (April 3rd, 2019)
Walgreens Boots Alliance, Inc. – Contract (April 2nd, 2019)
Aviva Life & Annuity Co – COINSURANCE AND ASSUMPTION AGREEMENT Between AVIVA LIFE AND ANNUITY COMPANY and PRESIDENTIAL LIFE INSURANCE COMPANY - USA Dated as of October 1, 2013 (April 1st, 2019)

This Coinsurance and Assumption Agreement (this "Agreement"), dated as of October 1, 2013, is made by and between Aviva Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (the "Company"), and Presidential Life Insurance Company - USA, an insurance company organized under the laws of the State of Iowa (the "Reinsurer"; each of the Company and the Reinsurer, a "Party" and together, the "Parties").

Aviva Life & Annuity Co – Contract (April 1st, 2019)
Aspen Insurance Holdings Limited – Management Consulting Agreement (March 29th, 2019)

MANAGEMENT CONSULTING AGREEMENT, dated March 28, 2019 (this "Agreement"), by and between ASPEN INSURANCE HOLDINGS LIMITED, a Bermuda exempted company (the "Company"), and APOLLO MANAGEMENT HOLDINGS, L.P., a Delaware limited partnership (the "Service Provider").

Zai Lab Ltd – Contract (March 29th, 2019)
Contract (March 27th, 2019)
Four Corners Property Trust, Inc. – Contract (March 25th, 2019)
Of Bonus Issue, Share Dividend or Distribution, Sub-Division, Recapitalization, Consolidation, Exchange of Shares and the Like). (C) "Transfer" Shall Mean, With Respect to a Share, To, Directly or Indirectly, (I) Sell, Pledge, Encumber, Exchange, Assign, Grant an Option With Respect To, Transfer, Tender or Otherwise Dispose of Such Share or Any Interest in Such Share (Including by Gift, Merger or Operation of Law), (Ii) Enter Into Any Contract Providing for the Sale Of, Pledge Of, Encumbrance Of, Exchange Of, Assignment Of, Grant of an Option With Respect To, Transfer, Tender of or Other Dispo (March 21st, 2019)
ANNEX AND EXHIBIT INDEX Annex I Defined Term Index Exhibit a Form of Voting Agreement Exhibit B Form of Certificate of Incorporation of the Surviving Corporation Exhibit C Form of Certificate of Formation of the Surviving Company Exhibit D Form of Operating Agreement of the Surviving Company -V- (March 21st, 2019)
Hff – AGREEMENT AND PLAN OF MERGER Among JONES LANG LASALLE INCORPORATED, JLL CM, INC., JLL CMG, LLC and HFF, INC. Dated as of March 18, 2019 (March 20th, 2019)
Hff – Voting Agreement (March 20th, 2019)
Hff – Voting Agreement (March 20th, 2019)
Nii Holdings – PURCHASE AGREEMENT BY AND AMONG AMERICA MOVIL, S.A.B. De C.V., AS PURCHASER, NII INTERNATIONAL HOLDINGS S.A R.L., AS SELLER, AI BRAZIL HOLDINGS B.V., AND NII HOLDINGS, INC. Dated March 18, 2019 (March 18th, 2019)
Nii Holdings – Contract (March 18th, 2019)
Empire Resorts – SPORTSBOOK AND DIGITAL GAMING COLLABORATION AGREEMENT Between EMPIRE RESORTS, INC. And HILLSIDE (NEW YORK) LLC November 14, 2018 (March 15th, 2019)
Pennymac Mortgage Invest Tr – Contract (March 14th, 2019)
Dicerna Pharmaceuticals Inc – Share Issuance Agreement (March 13th, 2019)

THIS SHARE ISSUANCE AGREEMENT (this "Agreement"), is made as of October 25, 2018, by and between Eli Lilly and Company, an Indiana corporation (the "Share Acquiror"), and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the "Company").

Dicerna Pharmaceuticals Inc – Contract (March 13th, 2019)
Amcor plc – Note and Guarantee Agreement (March 12th, 2019)

AMCOR FINANCE (USA), INC., a Delaware corporation (the Company (as such term is further defined in Schedule B)), and AMCOR LIMITED (ABN 62 000 017 372), a company incorporated under the laws of the State of New South Wales, Commonwealth of Australia (the Guarantor (as such term is further defined in Schedule B) and, together with the Company, the Obligors), jointly and severally agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a Purchaser and, collectively, the Purchasers) as follows:

Amcor plc – Note and Guarantee Agreement (March 12th, 2019)

AMCOR FINANCE (USA), INC., a Delaware corporation (the Company (as such term is further defined in Schedule B)), and AMCOR LIMITED (ABN 62 000 017 372), a company incorporated under the laws of the State of New South Wales, Commonwealth of Australia (the Guarantor (as such term is further defined in Schedule B) and, together with the Company, the Obligors), jointly and severally agree with each of the purchasers whose names appear in the acceptance form at the end hereof (each, a Purchaser and, collectively, the Purchasers) as follows:

Morgan Stanley Capital I Trust 2019-L2 – MORTGAGE LOAN PURCHASE AGREEMENT Between CANTOR COMMERCIAL REAL ESTATE LENDING, L.P. As Seller and Morgan Stanley Capital I Inc. As Purchaser Dated March 1, 2019 (March 12th, 2019)

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 March 1, 2019, between Purchaser, as depositor (the "Depositor"), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the "Master Servicer"), Wells Fargo Bank, National Association, as trustee (in such capacity, the "Trustee"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity,

Morgan Stanley Capital I Trust 2019-L2 – MORTGAGE LOAN PURCHASE AGREEMENT Between (March 12th, 2019)

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 March 1, 2019, between Purchaser, as depositor (the "Depositor"), Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (the "Master Servicer"), Wells Fargo Bank, National Association, as trustee (in such capacity, the "Trustee"), as certificate administrator (in such capacity, the "Certificate Administrator"), as custodian (in such capacity, the "Custodian"), as certificate registrar (in such capacity,