Skadden, Arps, Slate, Meagher & Flom Sample Contracts

JOINT DEFENSE AGREEMENT (November 26th, 2020)

This JOINT DEFENSE AGREEMENT (this “Agreement”) memorializes and confirms the understanding between Caesars Entertainment, Inc. (together with its subsidiaries and affiliates, “Caesars”), by and through its outside counsel, Skadden, Arps, Slate, Meagher & Flom LLP and Linklaters LLP, and William Hill PLC (together with its subsidiaries and affiliates, “William Hill”), by and through its outside counsel Weil, Gotshal & Manges LLP and Slaughter and May, with respect to the formation of a joint defense, pursuant to which privileged and/or confidential documents and information have been and will be exchanged in contemplation of any merger control investigation or litigation concerning Caesars’ offer to acquire William Hill (the “Offer” and the “Transaction”). Caesars and William Hill shall be hereinafter referred to collectively as the “Parties” and each individually as a “Party.”

Contract (May 5th, 2020)

EX-10.30 3 fig_ex1030x20151231.htm EXHIBIT 10.30 Exhibit 10.30 EXECUTION VERSION PURCHASE AGREEMENT PURCHASE AGREEMENT, dated as of November 24 2015 (this "Agreement"), by and among Fortress Operating Entity I LP, a Delaware limited partnership ("FOE I"), FOE II (New) LP, a Delaware limited partnership ("FOE II"), Principal Holdings I LP, a Delaware limited partnership ("PH" and, together with FOE I and FOE II, the "Companies"), Michael E. Novogratz ("Novogratz") and each of the trusts that are a signatory hereto (collectively the “Trusts” and, together with Novogratz, the "Sellers"). Capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in Article I of this Agreement. RECITALS WHEREAS, the Sellers wish to sell to the Companies, and the Companies wish to purchase from the Sellers, (i) 56,817,035 Class B Shares of FIG (the "Class B Shares"), (ii) 56,817,035 Class B Common Units of FOE I (the "FOE I Units"), (iii) 56,817,035 Class B Common U

Robert S. Bennett, Esq. (May 5th, 2020)

This letter sets forth the agreement (the "Agreement") between the United States Attorney's Office for the Northern District of Alabama, and the Fraud Section, Criminal Division, U.S. Department of Justice (together, the "Department"), andHealthSouth Corporation ("HealthSouth" or the "Company").

Denali Holding Inc.Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP] May 24, 2016 (May 24th, 2016)
Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (December 1st, 2015)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated November 23, 2015 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $600,000,000 aggregate principal amount of HCP’s 4.000% Senior Notes due 2022 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the Seventh Supplemental Indenture, dated as of December 1, 2015 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company N.A. We also have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein

Avaya IncAVAYA Account Pledge Agreement (FRA#283563) CONTENTS CLAUSE PAGE 1. Definitions and Rules of Construction ............................................................... 3 2. Pledge ... ... (August 5th, 2015)
Avaya IncContract (August 5th, 2015)
Avaya IncContract (August 5th, 2015)
Avaya IncAVAYA Security Transfer Agreement (#283650FRA) CONTENTS CLAUSE PAGE 1. Definitions and Rules of Construction.......................................... ..............................3 2. Transfer of Title .......................... ... (August 5th, 2015)
Avaya IncContract (August 5th, 2015)
Avaya Inciii- 1024613.07B-CHISR02A - MSW ARTICLE VI Affirmative Covenants SECTION 6.01 Financial Statements and Borrowing Base Certificates .................................137 SECTION 6.02 Certificates; Other Information ... (June 10th, 2015)
Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (May 20th, 2015)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated May 14, 2015 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $750,000,000 aggregate principal amount of HCP’s 4.000% Senior Notes due 2025 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the Sixth Supplemental Indenture, dated as of May 20, 2015 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company N.A. We also have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein but not de

Navient CorpLetterhead of Skadden, Arps, Slate, Meagher & Flom LLP] March 27, 2015 (March 27th, 2015)
Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (January 21st, 2015)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated January 13, 2015 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $600,000,000 aggregate principal amount of HCP’s 3.400% Senior Notes due 2025 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the Fifth Supplemental Indenture, dated as of January 21, 2015 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein but no

Wage-Fixing, No-Poaching Agreements to Be Prosecuted Criminally Under New Guidance (September 26th, 2014)
Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (August 14th, 2014)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated August 7, 2014 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $800,000,000 aggregate principal amount of HCP’s 3.875% Senior Notes due 2024 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the Fourth Supplemental Indenture, dated as of August 14, 2014 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein but not

Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (February 24th, 2014)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated February 12, 2014 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $350,000,000 aggregate principal amount of HCP’s 4.20% Senior Notes due 2024 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the Third Supplemental Indenture, dated as of February 21, 2014 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein but n

Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (November 13th, 2013)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated November 5, 2013 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $800,000,000 aggregate principal amount of HCP’s 4.250% Senior Notes due 2023 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the Second Supplemental Indenture, dated as of November 12, 2013 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein but

Pacwest BancorpSkadden, Arps, Slate, Meagher & Flom LLP Letterhead] (February 7th, 2013)

We have acted as counsel to First California Financial Group, Inc., a Delaware corporation ("First California"), in connection with the Merger, as defined in the Agreement and Plan of Merger dated as of November 6, 2012 by and between PacWest Bancorp, a Delaware corporation ("PacWest"), and First California (the "Agreement"). This opinion is being delivered in connection with the Registration Statement on Form S-4, which includes the joint proxy statement/prospectus, originally filed on December 7, 2012, as amended through the effective date thereof (the "Registration Statement"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act. Unless otherwise indicated, all defined terms used herein shall have the meanings ascribed to them in the Agreement.

Pacwest BancorpSkadden, Arps, Slate, Meagher & Flom LLP Letterhead] [DATE], 2013 (January 17th, 2013)
Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (November 19th, 2012)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated November 14, 2012 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $800,000,000 aggregate principal amount of HCP’s 2.625% Senior Notes due 2020 (the “Securities”) to be issued under the Indenture, dated as of November 19, 2012 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of November 19, 2012 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined herein). Capitalized terms used herein but

Hcp, Inc.Skadden, Arps, Slate, Meagher & Flom LLP (July 23rd, 2012)

We have acted as United States Federal income tax counsel to HCP, Inc., a Maryland corporation (“HCP”), in connection with the Underwriting Agreement, dated July 18, 2012 (the “Underwriting Agreement”), between the representatives of the several underwriters named therein (the “Underwriters”) and you, relating to the sale by you to the Underwriters of $300,000,000 aggregate principal amount of HCP’s 3.15% Senior Notes due 2022 (the “Securities”) to be issued under the Indenture, dated as of September 1, 1993 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of January 24, 2011 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), each between HCP and The Bank of New York Mellon Trust Company, N.A., as successor trustee to The Bank of New York. We have acted as tax counsel to HCP in connection with, and have participated in the preparation of, the Preliminary Prospectus and the Prospectus Supplement (each as defined he

Vulcan Materials COCONFIDENTIALITY AGREEMENT (April 9th, 2012)

This agreement (“Agreement”) is between [—], an individual residing at [—] (“Recipient”), and a company to be named (the “Company”) that is represented by Skadden, Arps, Slate, Meagher & Flom LLP.

DSW Inc.Letterhead of Skadden, Arps, Slate, Meagher & Flom, LLP] [To be signed and dated as of the effective date of the Registration Statement] (March 4th, 2011)

We have acted as counsel to Retail Ventures, Inc., an Ohio corporation (“Retail Ventures”), in connection with the Merger, as defined in the Agreement and Plan of Merger dated as of February 8, 2011 by and among DSW Inc., an Ohio corporation (“DSW”), DSW MS LLC, an Ohio limited liability company and wholly owned subsidiary of DSW (“Merger Sub”), and Retail Ventures, as amended (the “Agreement”). This opinion is being delivered to you in connection with the Registration Statement on Form S-4, which includes the joint proxy statement/prospectus, filed on March 4, 2011, as amended through the effective date thereof (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act. Unless otherwise indicated, all defined terms used herein shall have the meanings assigned to them in the Agreement

Northeast UtilitiesLetterhead of Skadden, Arps, Slate, Meagher & Flom LLP] [To be signed and dated as of the effective date of the Registration Statement] (November 22nd, 2010)
Firstenergy CorpLetterhead of Skadden, Arps, Slate, Meagher & Flom LLP] [To be signed and dated as of the effective date of the Registration Statement] (June 25th, 2010)

We have acted as counsel to Allegheny Energy, Inc., a Maryland corporation (the “Company”), in connection with the Merger, as defined in the Agreement and Plan of Merger dated as of February 10, 2010, by and among FirstEnergy Corp., an Ohio corporation (“Parent”), Element Merger Sub, Inc., a Maryland corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and the Company, as amended (the “Agreement”). This opinion is being delivered to you in connection with the Registration Statement on Form S-4, which includes the joint proxy statement/prospectus, filed on March 23, 2010, as amended through the effective date thereof (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and in accordance with the requirements of Item 601(b)(8) of Regulation S-K under the Securities Act. Capitalized terms used but not otherwise defined herein shall have the meanings assigned

Exxon Mobil CorpLetterhead of Skadden, Arps, Slate, Meagher & Flom LLP] [To be signed and dated the effective date of the Registration Statement] (February 1st, 2010)
Claires Stores IncMORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (December 8th, 2009)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (with all amendments thereto, this “Mortgage”), made and entered into on May 29, 2007, by and between Claire’s Boutiques, Inc., a Colorado corporation, having its principal place of business at 3 SW 129th Avenue, Suite 400, Pembroke Pines, FL 33027 (“Mortgagor”) and Credit Suisse, a national banking association, with a mailing address at 11 Madison Avenue, New York, NY 10010, in its capacity as Administrative Agent for certain lenders (collectively, the “Lenders” and, each individually, a “Lender”) that are from time to time party to the Credit Agreement (as defined below) (together with its successors and assigns in such capacity, “Agent”).

Claires Stores IncClaire’s Boutiques, Inc. Mortgagor to Credit Suisse, as Administrative Agent MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (September 11th, 2009)

THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (with all amendments thereto, this “Mortgage”), made and entered into on May 29, 2007, by and between Claire’s Boutiques, Inc., a Colorado corporation, having its principal place of business at 3 SW 129th Avenue, Suite 400, Pembroke Pines, FL 33027 (“Mortgagor”) and Credit Suisse, a national banking association, with a mailing address at 11 Madison Avenue, New York, NY 10010, in its capacity as Administrative Agent for certain lenders (collectively, the “Lenders” and, each individually, a “Lender”) that are from time to time party to the Credit Agreement (as defined below) (together with its successors and assigns in such capacity, “Agent”).

RMR Asia Pacific Real Estate FundAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Asia Real Estate Fund, a Massachusetts business trust and registered closed end management investment ... (August 31st, 2009)

AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Asia Real Estate Fund, a Massachusetts business trust and registered closed end management investment company, File No. 811-22007 (the "Target Fund"), and New RMR Asia Pacific Real Estate Fund, a Delaware statutory trust and registered closed end management investment company, File No. 811-22260 (the "Acquiring Fund" and together with the "Target Fund", the "Funds" and each individually, a "Fund"). WHEREAS, the Acquiring Fund has proposed to enter into the Reorganization (as defined below) with the Target Fund; WHEREAS, the Boards of Trustees of the Funds have determined that participation in the Reorganization is in the best interests of each respective Fund; WHEREAS, the parties intend that the transaction contemplated by this Agreement qualify as a "reorganization" within the meaning of Section 368(a) of the Code (as defined below);

RMR Asia Pacific Real Estate FundAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Asia Pacific Real Estate Fund, a Massachusetts business trust and registered closed end management ... (August 31st, 2009)
RMR Real Estate Income FundAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Dividend Capture Fund, a Massachusetts business trust and registered closed end management investment ... (August 28th, 2009)
RMR Real Estate Income FundAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this"Agreement"), is made by and between RMR F.I.R.E. Fund, a Massachusetts business trust and registered closed end management investment company, ... (August 28th, 2009)
RMR Real Estate Income FundAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Hospitality and Real Estate Fund, a Massachusetts business trust and registered closed end management ... (August 28th, 2009)
RMR Real Estate Income FundAGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION, dated as of June 4, 2009 (this "Agreement"), is made by and between RMR Preferred Dividend Fund, a Massachusetts business trust and registered closed end management ... (August 28th, 2009)