Sullivan & Cromwell Sample Contracts

April 29th, 2005 · Common Contracts · 8 similar
Jp Morgan Mutual Fund Select TrustJ.P. MORGAN MUTUAL FUND SERIES 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 J.P. Morgan Mutual Fund Series, a ...
October 30th, 2000 · Common Contracts · 8 similar
Eleventh Automatic Common Exchange Security Trust2.6 AMENDMENT TO TRUST AGREEMENT; SPLIT OF THE SECURITIES. The Purchaser consents to (a) the execution and delivery by the Trustee and Goldman, Sachs & Co., as sponsor of the Trust, of an Amended and Restated Trust Agreement in such form as the Trustee ...
June 20th, 2003 · Common Contracts · 7 similar
Mellon Financial CorpEXHIBIT 1.6 UNDERWRITING AGREEMENT
April 29th, 2005 · Common Contracts · 6 similar
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 ...
September 15th, 1999 · Common Contracts · 5 similar
Mellon Bank CorpExhibit 1.6 UNDERWRITING AGREEMENT

Salomon Smith Barney Inc., Bear, Stearns & Co. Inc., Chase Securities Inc., Credit Suisse First Boston Corporation, J.P. Morgan Securities Inc. and Mellon Financial Markets, Inc., as Underwriters (the "Underwriters"), understand that Mellon Financial Company, a Pennsylvania corporation (the "Company"), proposes to issue and sell $400,000,000 aggregate principal amount of Floating Rate Senior Notes due September 16, 2002 (the "Offered Securities"), which are to be unconditionally guaranteed (as described in the Prospectus Supplement and Prospectus referred to below) as to payments of principal, premium, if any, and interest, if any, by Mellon Bank Corporation, a Pennsylvania corporation registered as a bank holding company under the Bank Holding Company Act (the "Guarantor"). Subject to the terms and conditions set forth herein or incorporated by reference herein, the Company hereby agrees to sell, the Guarantor agrees to guarantee, and the Underwriters agree to purchase, severally and

January 27th, 1999 · Common Contracts · 4 similar
Duke Capital Financing Trust VEXHIBIT 1.1 DUKE CAPITAL CORPORATION $ SERIES % SENIOR NOTES DUE UNDERWRITING AGREEMENT , Gentlemen: 1. Introductory. DUKE CAPITAL CORPORATION, a Delaware corporation ("Corporation"), proposes to issue and sell $ aggregate principal amount of Series % ...
April 9th, 1999 · Common Contracts · 3 similar
Big Flower Press Holdings Inc /Pred/the Book-Entry Transfer Facility to transfer such Private Notes into your account in accordance with the Book-Entry Transfer Facility's procedures for such transfer. 3. You are to examine each of the Letters of Transmittal and certificates for Private ...
June 21st, 1999 · Common Contracts · 2 similar
Global Sports IncARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY
April 30th, 2001 · Common Contracts · 2 similar
J2 Global Communications IncWITNESSETH:
September 28th, 1999 · Common Contracts · 2 similar
Health Care Property Investors IncEXHIBIT 8.1 September 28, 1999 Health Care Property Investors, Inc. 4676 MacArthur Court, 9th Floor Newport Beach, California 92660 Re: AGREEMENT AND PLAN OF MERGER BETWEEN HEALTH CARE PROPERTY INVESTORS, INC. AND AMERICAN HEALTH PROPERTIES, INC. DATED ...
December 5th, 2003 · Common Contracts · 2 similar
Vodafone Group Public LTD CoDecember 5, 2003 Vodafone Group Plc, Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Ladies and Gentlemen: In connection with the registration under the Securities Act of 1933 (the "Act") of (i) debt securities ("Debt Securities"), ...
March 29th, 1996 · Common Contracts · 2 similar
Dow Jones & Co IncEXHIBIT 1 DOW JONES & COMPANY, INC. DEBT SECURITIES UNDERWRITING AGREEMENT , 19 Chemical Securities Inc. 270 Park Avenue New York, New York 10017. Dear Sirs: From time to time Dow Jones & Company, Inc. (the "Company") proposes to enter into one or more ...
February 14th, 1997 · Common Contracts · 2 similar
Vencor IncEXHIBIT (c)(1) AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (hereinafter called this "Agreement"), dated as of February 9, 1997, among TheraTx, Incorporated a Delaware corporation (the "Company"), Vencor, Inc., a Delaware corporation ...
July 25th, 2002 · Common Contracts · 2 similar
First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067

In connection with the registration under the Securities Act of 1933 (the "Act") of 2,762,662 shares (the "Securities") of Common Stock, without par value, of First Community Bancorp, a California corporation (the "Company"), to be issued in connection with the Agreement and Plan of Merger, dated April 25, 2002, by and among the Company, Rancho Santa Fe National Bank and First National Bank, we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, and the Securities have been duly issued and sold as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and nonassessable.

September 28th, 1999 · Common Contracts · 2 similar
Health Care Property Investors IncEXHIBIT 8.5 September 28, 1999 Health Care Property Investors, Inc. 4676 MacArthur Court 9th Floor Newport Beach, California 92660 Re: AGREEMENT AND PLAN OF MERGER BETWEEN AMERICAN HEALTH PROPERTIES, INC. AND HEALTH CARE PROPERTY INVESTORS, INC., DATED ...
June 30th, 2005 · Common Contracts · 2 similar
Jp Morgan Institutional FundsJ.P. MORGAN INSTITUTIONAL FUNDS J.P. MORGAN SERIES 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 J.P. Morgan Institutional Funds, a ...
April 1st, 2002
J2 Global Communications IncWITNESSETH:
March 22nd, 2013
Ing Groep NvDEFERRED PROSECUTION AGREEMENT

ING Bank, N.V. (“ING Bank”) is a financial institution registered and organized under the laws of the Netherlands. ING Bank, by and through its attorneys, Sullivan & Cromwell LLP, and the District Attorney of the County of New York (“DANY”) enter into this Deferred Prosecution Agreement (the “Agreement”). ING Bank agrees to enter into a separate Deferred Prosecution Agreement with the United States Department of Justice (“DOJ”).

January 9th, 2009
DEFERRED PROSECUTION AGREEMENT

Lloyds TSB Bank plc (“LLOYDS”) is a financial institution registered and organized under the laws of England and Wales. LLOYDS, by and through its attorneys, Linklaters LLP and Sullivan & Cromwell LLP, and the District Attorney of the County of New York (“DANY”) enter into this Deferred Prosecution Agreement (the “Agreement”). LLOYDS agrees to enter into a separate Deferred Prosecution Agreement with the United States Department of Justice (the “United States”).

May 1st, 1998
First Virtual Holdings Inc2- 3 (d) Shares. All of the issued shares of capital stock of the Company have been duly and validly authorized and issued, are fully paid and non-assessable. The Shares when issued and delivered in accordance with the terms of this Agreement, the shares ...
May 2nd, 2003
Bank of New York Co IncApril 30, 2003 The Bank of New York Company, Inc. One Wall Street New York, New York 10286 BNY Capital V c/o The Bank of New York Company, Inc. One Wall Street New York, New York 10286 Ladies and Gentlemen: Reference is made to the Pricing Agreement ...
December 13th, 1995
Banponce CorpDecember 7, 1995 BanPonce Corporation, 209 Munoz Avenue, Hato Rey, Puerto Rico 00918. Dear Sirs: CS First Boston Corporation, as underwriter (the "Manager"), understands that BanPonce Corporation, a corporation organized under the laws of the ...
November 12th, 1996
Alumax Inc1 EXHIBIT 10.01 THIS AGREEMENT ENTERED INTO AS OF JUNE 28, 1996, BY AND BETWEEN MINAS PENOLES, S.A. DE C.V., A COMPANY INCORPORATED UNDER THE LAWS OF THE UNITED MEXICAN STATES (HEREINAFTER "PENOLES"); AND THE FRESNILLO COMPANY, A COMPANY INCORPORATED ...
December 12th, 2001
Medtronic IncLetterhead of Sullivan & Cromwell]
December 7th, 2006
Zions Bancorporation /Ut/Letterhead of Sullivan & Cromwell LLP]

We are acting as counsel to the Underwriters named in Schedule I to the Underwriting Agreement, dated December 4, 2006 (the “Underwriting Agreement”), between Zions Bancorporation, a Utah corporation (the “Company”), and Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of America Securities LLC, Keefe, Bruyette & Woods, Inc., Lehman Brothers Inc. and Ryan Beck & Co. (the “Underwriters”) in connection with the registration under the Securities Act of 1933 (the ”Act”) of 9,600,000 depositary shares (the “Depositary Shares”), each representing a one-fortieth (1/40th) interest in a share of the Company’s Series A Floating-Rate Non-Cumulative Perpetual Preferred Stock, with a liquidation preference of $1,000 per share (the “Preferred Shares”). The Depositary Shares are to be issued pursuant to the Deposit Agreement, dated as of December 7, 2006 (the ”Deposit Agreement”), between the Company and Zions First National Bank, as depositary (the “Depositary”). Th

November 13th, 1995
Champion International CorpEXHIBIT 1.1 PRICING AGREEMENT November 7, 1995 Salomon Brothers Inc Seven World Trade Center New York, New York 10048 Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Dear Sirs: Champion International Corporation (the "Company") proposes, ...
January 16th, 2002
First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067-1725

In connection with the registration under the Securities Act of 1933 (the "Act") of 1,117,673 shares (the "Securities") of Common Stock, without par value, of First Community Bancorp, a California corporation (the "Company"), to be issued in connection with the Agreement and Plan of Merger, dated November 12, 2001, between the Company and W.H.E.C., Inc., we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion. Upon the basis of such examination, we advise you that, in our opinion, when the registration statement relating to the Securities (the "Registration Statement") has become effective under the Act, and the Securities have been duly issued and sold as contemplated by the Registration Statement, the Securities will be validly issued, fully paid and nonassessable.

May 2nd, 1997
Second Automatic Common Exchange Security Trust1 Exhibit 2.p SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ________ _______ 1997, between ____________________, ____________________ and ___________ _________ (collectively, the "Trustee"), not in their ...
January 29th, 1997
Lebovitz Charles BCBL & ASSOCIATES PROPERTIES, INC. COMMON STOCK (PAR VALUE $.01 PER SHARE) ____________________________________ Stock Purchase Agreement January 15, 1997
February 9th, 1998
Third Automatic Common Exchange Security Trust4- 5 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. TRUSTEE /s/ Eric S. Schwartz ____________________________________ Eric S. Schwartz as Trustee GOLDMAN, SACHS & CO.
January 16th, 2002
First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067-1725

We have acted as counsel to First Community Bancorp, a California corporation ("First Community"), in connection with the planned merger of W.H.E.C., Inc., a California corporation ("WHEC") with and into First Community, pursuant to the Agreement and Plan of Merger, dated as of November 12, 2001, by and between First Community and WHEC (the "Agreement"). All capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

June 25th, 2002
First Community Bancorp /Ca/Sullivan & Cromwell 125 Broad Street New York, New York 10004

We have acted as counsel to First Community Bancorp, a California corporation ("Parent"), in connection with the merger of Upland Bank, a California state-chartered bank (the "Company"), with and into Pacific Western National Bank, a national banking association and wholly-owned subsidiary of Parent ("Parent Bank"), pursuant to the Agreement and Plan of Merger, dated as of April 18, 2002, by and among Company, Parent and Parent Bank (the "Agreement"). We render this opinion to you in connection with the registration of the common stock of Parent to be issued in connection with the Merger. All capitalized terms used and not otherwise defined herein shall have the meanings provided in the Agreement.

December 30th, 1996
American International Group IncLeslie L. Gonda International Lease Finance Corporation 1999 Avenue of the Stars Los Angeles, California 90067
November 29th, 2001
Tenet Healthcare CorpSullivan & Cromwell 1888 Century Park East Los Angeles, California 90067-1725

Upon the basis of such examination, we advise you that, in our opinion, when the Registration Statement has become effective under the Act and the Securities have been duly executed and authenticated in accordance with the indenture, dated as of November 6, 2001 (as supplemented, the "Indenture"), between the Company and The Bank of New York, as Trustee, and issued and delivered as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles.

May 5th, 2020
Contract

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