Sidley Austin Sample Contracts

3M COMPANY 3.000% Notes Due 2021 Floating Rate Notes Due 2024 3.250% Notes Due 2024 3.625% Notes Due 2028 4.000% Notes Due 2048 TERMS AGREEMENT (September 14th, 2018)
Osmotica Pharmaceuticals Ltd – CREDIT AGREEMENT Dated as of February 3, 2016 Among OSMOTICA PHARMACEUTICAL CORP., ORBIT BLOCKER I LLC, ORBIT BLOCKER II LLC and VALKYRIE GROUP HOLDINGS, INC. As the Borrowers, OSMOTICA HOLDINGS US LLC, as Holdings, THE LOAN GUARANTORS PARTY HERETO, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, CIT BANK, N.A. As Administrative Agent and Swingline Lender, FIFTH THIRD BANK as Issuing Bank, CIT BANK, N.A., PACIFIC WESTERN BANK and FIFTH THIRD BANK as Joint Bookrunners and Joint Lead Arrangers, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND as Syndication Agent and SILICON VALLEY BANK as D (September 14th, 2018)

CREDIT AGREEMENT, dated as of February 3, 2016 (this Agreement), by and among OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (OPC), ORBIT BLOCKER I LLC, a Delaware limited liability company (OBI), ORBIT BLOCKER II LLC, a Delaware limited liability company (OBII), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (Valkyrie and together with OPC, OBI and OBII, the Borrowers and sometimes individually, a Borrower), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (Holdings), the other Loan Parties (as defined in Article 1), the Lenders (as defined in Article 1) and CIT BANK, N.A. (CIT), as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the Administrative Agent).

Osmotica Pharmaceuticals Ltd – Third Amendment to Credit Agreement (September 14th, 2018)

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of December 21, 2017 by and among, OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (OPC), ORBIT BLOCKER I LLC, a Delaware limited liability company (OBI), ORBIT BLOCKER II LLC, a Delaware limited liability company (OBII), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (Valkyrie and together with OPC, OBI and OBII, the Borrowers), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (Holdings) in its own capacity and as Borrower Representative, the other Loan Parties party hereto, CIT BANK, N.A. (CIT), as Administrative Agent and Swingline Lender, each of the Lenders party to the Existing Credit Agreement referred to below (including those party hereto in their capacity as Departing Lenders (as defined below)) (each, an Existing Lender), each other financial institution listed as a Lender on the signature pages hereof that is not an Existing Lender (each, a New Lender), and Fifth Third Ba

Osmotica Pharmaceuticals Ltd – First Amendment to Credit Agreement (September 14th, 2018)

CREDIT AGREEMENT, dated as of February 3, 2016 (this Agreement), by and among OSMOTICA PHARMACEUTICAL CORP., a Delaware corporation (OPC), ORBIT BLOCKER I LLC, a Delaware limited liability company (OBI), ORBIT BLOCKER II LLC, a Delaware limited liability company (OBII), VALKYRIE GROUP HOLDINGS, INC., a Delaware corporation (Valkyrie and together with OPC, OBI and OBII, the Borrowers and sometimes individually, a Borrower), OSMOTICA HOLDINGS US LLC, a Delaware limited liability company (Holdings), the other Loan Parties (as defined in Article 1), the Lenders (as defined in Article 1) and CIT BANK, N.A. (CIT), as administrative agent and collateral agent for the Lenders (in its capacity as administrative agent and collateral agent, the Administrative Agent).

Dated 13 September 2018 (1) the Hanover Insurance Group, Inc. And (2) China Reinsurance (Group) Corporation Agreement for the Sale and Purchase of Shares in the Capital of the Hanover Insurance International Holdings Limited, Chaucer Insurance Company Designated Activity Company and Hanover Australia Holdco Pty Ltd (September 13th, 2018)
Bison Capital Acquisition Corp – Agreement and Plan of Merger (September 13th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of September 12, 2018 (the "date hereof"), is made by and among Xynomic Pharmaceuticals, Inc., a Delaware corporation (the "Company"), Bison Capital Acquisition Corp., a British Virgin Islands company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing (as defined below)) ("Parent"), Bison Capital Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the "Merger Sub"), and Yinglin Mark Xu ("XU"), an individual residing in Shanghai, China, solely in his capacity as the representative for the Company Stockholders pursuant to Section 12.01 (the "Stockholder Representative"). The Company, Parent, Merger Sub, and XU, solely in his capacity as and solely to the extent applicable, the Stockholder Representative, will each be referred to herein from time to time as a "Party" and, collectively, as the "Parties." Capitalized terms used and not otherwise defined herein hav

Sirius International Insurance Group, Ltd. – Contract (September 10th, 2018)

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE SECURITIES), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

Buyer Disclosure Schedules (September 10th, 2018)

This Asset Purchase Agreement (this "Agreement"), dated as of September 7, 2018, is by and between Walgreen Co., an Illinois corporation ("Buyer") and Fred's Stores of Tennessee, Inc., a Delaware corporation ("Seller", and together with Buyer, the "Parties").

Sirius International Insurance Group, Ltd. – Subscription Agreement (September 10th, 2018)

This SUBSCRIPTION AGREEMENT (this Subscription Agreement) is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the Issuer), and [*], a [*] (Subscriber).

CLASS A-1 NOTE PURCHASE AGREEMENT (SERIES 2018-1 CLASS A-1 NOTES) Dated as of September 5, 2018 Among APPLEBEES FUNDING LLC and IHOP FUNDING LLC, Each as a Co-Issuer, APPLEBEES SPV GUARANTOR LLC, IHOP SPV GUARANTOR LLC, APPLEBEES RESTAURANTS LLC, IHOP RESTAURANTS LLC, APPLEBEES FRANCHISOR LLC, IHOP FRANCHISOR LLC, IHOP PROPERTY LLC, and IHOP LEASING LLC Each as a Guarantor, DINE BRANDS GLOBAL, INC., as Manager, CERTAIN CONDUIT INVESTORS, Each as a Conduit Investor, CERTAIN FINANCIAL INSTITUTIONS, Each as a Committed Note Purchaser, CERTAIN FUNDING AGENTS, and BARCLAYS BANK PLC as L/C Provider, (September 6th, 2018)
Easterly Acquisition Corp. – Form of Subscription Agreement (August 30th, 2018)

This SUBSCRIPTION AGREEMENT (this "Subscription Agreement") is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the "Issuer"), and [*], a [*] ("Subscriber").

Remora Royalties, Inc. – CONTRIBUTION, CONVEYANCE, ASSIGNMENT AND ASSUMPTION AGREEMENT Dated as of August 29, 2018 by and Among REMORA PETROLEUM, L.P. REMORA ROYALTIES, INC. REMORA HOLDINGS, LLC AND THE OTHER PARTIES HERETO (August 30th, 2018)
Max-1 Acquisition Corp – Form of Subscription Agreement (August 28th, 2018)

This Subscription Agreement (this "Agreement") has been executed by the purchaser set forth on the signature page hereof (the "Purchaser") in connection with the private placement offering (the "Offering") by Exicure, Inc., a Delaware corporation (the "Company").

Aspen Insurance Holdings Limited – AGREEMENT AND PLAN OF MERGER by and Among HIGHLANDS HOLDINGS, LTD. HIGHLANDS MERGER SUB, LTD. And ASPEN INSURANCE HOLDINGS LIMITED Dated as of August 27, 2018 (August 28th, 2018)
Max-1 Acquisition Corp – Form of Registration Rights Agreement (August 28th, 2018)

This Registration Rights Agreement (this "Agreement") is made and entered into effective as of August __, 2018, among Exicure, Inc., a Delaware corporation (the "Company"), and the persons who have purchased the Offering Shares and have executed omnibus or counterpart signature page(s) hereto (each, a "Purchaser" and collectively, the "Purchasers"). Capitalized terms used herein shall have the meanings ascribed to them in Section 1 below or in the Subscription Agreement.

Incremental Term Loan Amendment to Credit Agreement (August 27th, 2018)
MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated August 20, 2018 by and Among PLAINS PIPELINE, L.P. A Texas Limited Partnership as Plains Seller MAGELLAN OLP, L.P. A Delaware Limited Partnership as Magellan Seller and MAPLELEAF MIDSTREAM, LLC a Delaware Limited Liability Company as Buyer (August 24th, 2018)
Spectra Energy Partners, LP – AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY PARTNERS, LP, SPECTRA ENERGY PARTNERS (DE) GP, LP, ENBRIDGE INC., ENBRIDGE (U.S.) INC., AUTUMN ACQUISITION SUB, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC., SPECTRA ENERGY CORP, SPECTRA ENERGY CAPITAL, LLC and SPECTRA ENERGY TRANSMISSION, LLC Dated as of August 24, 2018 (August 24th, 2018)
AGREEMENT AND PLAN OF MERGER Among SPECTRA ENERGY PARTNERS, LP, SPECTRA ENERGY PARTNERS (DE) GP, LP, ENBRIDGE INC., ENBRIDGE (U.S.) INC., AUTUMN ACQUISITION SUB, LLC And, Solely for Purposes of ARTICLE I, ARTICLE II and ARTICLE XI, ENBRIDGE US HOLDINGS INC., SPECTRA ENERGY CORP, SPECTRA ENERGY CAPITAL, LLC and SPECTRA ENERGY TRANSMISSION, LLC Dated as of August 24, 2018 (August 24th, 2018)
Vistra Energy Corp – Table of Contents (August 23rd, 2018)
Eventbrite, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among EVENTBRITE, INC., a Delaware Corporation, PANDORA MEDIA, INC., a Delaware Corporation, and TICKETFLY, LLC, a Delaware Limited Liability Company Dated as of June 9, 2017 (August 23rd, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of June 9, 2017 (the Agreement Date), by and among Eventbrite, Inc., a Delaware corporation (Buyer), and Pandora Media, Inc., a Delaware corporation (Seller) and Ticketfly, LLC, a Delaware limited liability company (the Company). Certain other capitalized terms used herein are defined in Exhibit A.

Vistra Energy Corp – PURCHASE AND SALE AGREEMENT Dated as of August 21, 2018 Among THE ORIGINATORS FROM TIME TO TIME PARTIES HERETO, as Originators and TXU ENERGY RECEIVABLES COMPANY LLC (August 23rd, 2018)
Vistra Energy Corp – VISTRA OPERATIONS COMPANY LLC, as Issuer 5.500% SENIOR NOTES DUE 2026 INDENTURE Dated as of August 22, 2018 Wilmington Trust, National Association as Trustee (August 23rd, 2018)
Agreement and Plan of Merger (August 22nd, 2018)

This AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 22, 2018, by and among THE NAVIGATORS GROUP, INC., a Delaware corporation (the "Company"), THE HARTFORD FINANCIAL SERVICES GROUP, INC., a Delaware corporation ("Parent") and RENATO ACQUISITION CO., a Delaware corporation and a direct wholly owned Subsidiary of Parent ("Merger Sub").

Navigators Group, Inc. (The) – Voting Agreement (August 22nd, 2018)
Navigators Group, Inc. (The) – AGREEMENT AND PLAN OF MERGER by and Among THE NAVIGATORS GROUP, INC., THE HARTFORD FINANCIAL SERVICES GROUP, INC., and RENATO ACQUISITION CO. Dated as of August 22, 2018 (August 22nd, 2018)
Voting Agreement (August 22nd, 2018)

THIS VOTING AGREEMENT (this "Agreement"), dated as of August 22, 2018, among The Hartford Financial Services Group, Inc., a Delaware corporation ("Parent"), and Stanley A. Galanski ("Stockholder").

Benchmark 2018-B5 Mortgage Trust – PURCHASER, and CITI REAL ESTATE FUNDING INC., SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 21, 2018 Fixed Rate Mortgage Loans Series 2018-B5 (August 20th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of August 21, 2018, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and Citi Real Estate Funding Inc., as seller (the "Seller").

Weatherford International Ltd – AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 16, 2018 (August 20th, 2018)

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 9, 2016, is among WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (WIL-Bermuda), WEATHERFORD INTERNATIONAL plc, an Irish public limited company (WIL-Ireland), the other Subsidiaries of WIL-Ireland from time to time party hereto, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as a Swingline Lender, and the Issuing Banks from time to time party hereto.

Weatherford International Ltd – 364-Day Revolving Credit Agreement Dated as of August 16, 2018 Among Weatherford International Ltd., a Bermuda Exempted Company and the Other Borrowers Party Hereto, as Borrowers, Weatherford International Plc, an Irish Public Limited Company, the Lenders Party Hereto, Jpmorgan Chase Bank, N.A., as Administrative Agent and a Swingline Lender and Morgan Stanley Senior Funding, Inc., as Collateral Agent Jpmorgan Chase Bank, N.A., Wells Fargo Securities, Llc, Citibank, N.A., Deutsche Bank Securities Inc. And Morgan Stanley Senior Funding, Inc., as Joint Lead Arrangers and Joint Bookrunners, Wells (August 20th, 2018)

THIS 364-DAY REVOLVING CREDIT AGREEMENT, dated as of August 16, 2018, is among WEATHERFORD INTERNATIONAL LTD., a Bermuda exempted company (WIL-Bermuda), WEATHERFORD INTERNATIONAL plc, an Irish public limited company (WIL-Ireland), the other Subsidiaries of WIL-Ireland from time to time party hereto, the Lenders from time to time party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders and as a Swingline Lender, and MORGAN STANLEY SENIOR FUNDING, INC., as collateral agent for the Secured Parties.

Benchmark 2018-B5 Mortgage Trust – PURCHASER, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, SELLER MORTGAGE LOAN PURCHASE AGREEMENT Dated as of August 21, 2018 Fixed Rate Mortgage Loans Series 2018-B5 (August 20th, 2018)

This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of August 21, 2018, is between J.P. Morgan Chase Commercial Mortgage Securities Corp., as purchaser (the "Purchaser"), and JPMorgan Chase Bank, National Association, as seller (the "Seller").

News Corp – Notice of Security Release and Amendment Number 2 (August 15th, 2018)

FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938), a company registered under the laws of Australia (FOXTEL Management), in its own capacity (in such capacity, the Company), Sky Cable Pty Limited (ABN 14 069 799 640) (Sky Cable),

News Corp – FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Own Capacity as Guaranteed By: SKY CABLE PTY LIMITED (ABN 14 069 799 640) TELSTRA MEDIA PTY LIMITED (ABN 72 069 279 027) FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Capacity as Agent for the Partners as a Partnership Carrying on the Business of the FOXTEL Partnership and as Agent for the FOXTEL Television Partnership and the FOXTEL GROUP MEMBER GUARANTORS U.S.$500,000,000 3.68% Series D Guaranteed Senior Notes Due 2019 4.27% Series E Guaranteed Senior Notes Due 2022 4.42% Series F Guaranteed Senior Notes Due 2024 A$100,000 (August 15th, 2018)

No liability for any Tax, directly or indirectly, imposed, assessed, levied or collected by or for the account of any Governmental Authority of Australia or any political subdivision thereof will be incurred by the Obligor, either Partner or any holder of a Note as a result of the execution or delivery of this Agreement and the Notes and no deduction or withholding in respect of Taxes imposed by or for the account of Australia or, to the knowledge of the Obligor and each Partner, any other Taxing Jurisdiction, is required to be made from any payment by the Obligor or either Partner under the Finance Documents to which it is a party, except for any such liability, withholding or deduction imposed, assessed, levied or collected by or for the account of any such Governmental Authority of Australia or any political subdivision thereof arising out of circumstances described in clauses (a) through (f), inclusive, of Section 13.

News Corp – FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Own Capacity as Guaranteed By: SKY CABLE PTY LIMITED (ABN 14 069 799 640) TELSTRA MEDIA PTY LIMITED (ABN 72 069 279 027) FOXTEL MANAGEMENT PTY LIMITED (ABN 65 068 671 938) in Its Capacity as Agent for the Partners as a Partnership Carrying on the Business of the FOXTEL Partnership and as Agent for the FOXTEL Television Partnership and the FOXTEL GROUP MEMBER GUARANTORS U.S.$180,000,000 5.04% Series a Guaranteed Senior Secured Notes Due 2014 5.83% Series B Guaranteed Senior Secured Notes Due 2016 6.20% Series C Guaranteed Senior Secured (August 15th, 2018)
Hartford Life Insurance Co – TRANSITION SERVICES AGREEMENT BY AND BETWEEN HARTFORD FIRE INSURANCE COMPANY And (August 14th, 2018)

This TRANSITION SERVICES AGREEMENT (this "Agreement") dated May 31, 2018 (the "Effective Date") is by and between Hartford Fire Insurance Company, on behalf of itself and its Affiliates providing any Service(s) and/or Special Project(s) ("Provider") and Hartford Life, Inc., on behalf of itself and its Affiliates receiving any Service(s) and/or Special Project(s) ("HLI"). Provider and HLI are each a "Party" and collectively, the "Parties."