Sullivan & Cromwell Sample Contracts

Contract (May 5th, 2020)

Advertisement Similar documents Digital Entertainment Content Ecosystem MEDIA FORMAT SPECIFICATION AGREEMENT FOR IMPLEMENTATION BRU FUEL AGREEMENT RECITALS BRU FUEL AGREEMENT RECITALS PROPOSAL SUBMISSION AGREEMENT Potential Investment Agreement. Dated as of, 2017 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Grantor agrees as follows: EQUIPMENT LEASE ORIGINATION AGREEMENT WEB SERVICES-INTEROPERABILITY ORGANIZATION MEMBERSHIP AGREEMENT PAYMENT IN LIEU OF TAXES AGREEMENT INDEPENDENT CONTRACTOR AGREEMENT GUARANTY OF PERFORMANCE AND COMPLETION RECITALS: WHEREAS, the Key Indicator Methodology is the intellectual property of RIKI by and through Dr. Fiene; INTELLECTUAL PROPERTY AGREEMENT ASSET PURCHASE AGREEMENT SERVICE AGREEMENT XX-XXXX-XXX-XX WU contract # NON EXCLUSIVE LICENSE AGREEMENT CALCULATION AGENT AGREEMENT W I T N E S S E T H: VISA Inc. VISA 3-D Secure Authentication Services Testing Agreement TRADEMARK AND L

Spirit AeroSystems, Inc.Letterhead of Sullivan & Cromwell LLP] (May 7th, 2019)

In connection with the registration under the Securities Act of 1933 (the "Act") of debt securities (the "Debt Securities") of Spirit AeroSystems, Inc., a Delaware corporation (the "Company"), and of the related guarantees (the "Guarantees" and, together with the Debt Securities, the "Securities") thereof by Spirit AeroSystems Holdings, Inc., a Delaware corporation (the "Guarantor"), 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.

Ing Groep NvDEFERRED PROSECUTION AGREEMENT (March 22nd, 2013)

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”).

DEFERRED PROSECUTION AGREEMENT (January 9th, 2009)

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”).

Zions Bancorporation /Ut/Letterhead of Sullivan & Cromwell LLP] (December 7th, 2006)

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

Morgans Hotel Group Co.Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (December 7th, 2005)

Via Federal Express and EDGAR Mr. Geoffrey M. Ossias, Division of Corporation Finance, Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Mail Stop 4561, Washington, D.C. 20549.

Jp Morgan Series TrustJ.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 ... (July 1st, 2005)
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 ... (April 29th, 2005)
Jp Morgan FundsJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN FUNDS 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 Massachusetts ... (April 29th, 2005)
Jp Morgan Mutual Fund Select GroupJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN MUTUAL FUND SELECT GROUP 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, ... (April 29th, 2005)
Jp Morgan Mutual Fund Group/MaJ.P. MORGAN INSTITUTIONAL FUNDS J.P. MORGAN MUTUAL FUND GROUP 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 29th, 2005)
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 ... (April 29th, 2005)
Jp Morgan Institutional FundsJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN INSTITUTIONAL FUNDS 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 ... (April 29th, 2005)
Jp Morgan Mutual Fund Group/MaJ.P. MORGAN MUTUAL FUND SERIES J.P. MORGAN MUTUAL FUND GROUP 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 ... (April 29th, 2005)
Popular International Bank IncEXHIBIT 8 (December 24th, 2003)

As counsel to Popular, Inc., and Popular North America, Inc. (the "Registrants") in connection with the registration of $1,930,027,000 aggregate initial offering price of debt securities, we hereby confirm to you our opinions set forth under the headings "United States Taxation" in the Prospectus Supplements each of which forms a part of the Registration Statement of the Registrants to which this opinion is filed as an exhibit, subject to the limitations set forth therein.

Vodafone Group Public LTD CoVodafone Group Plc -2- Upon the basis of such examination, we advise you that, in our opinion: (1) With respect to the Debt Securities, when the Registration Statement has become effective under the Act, the terms of the Debt Securities and of their ... (December 5th, 2003)
Mellon Financial CorpEXHIBIT 1.6 UNDERWRITING AGREEMENT (June 20th, 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 ... (May 2nd, 2003)
First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067 (July 25th, 2002)

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.

First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067 (July 17th, 2002)

In connection with the registration under the Securities Act of 1933 (the "Act") of 419,118 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 18, 2002, by and among the Company, Pacific Western National Bank and Upland 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.

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

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.

J2 Global Communications IncWITNESSETH: (April 1st, 2002)
Newpower Holdings IncExhibit (d)(6) MUTUAL TERMINATION AGREEMENT March 28, 2002 Centrica plc Millstream, Maidenhead Road Windsor, Berkshire SL4 5GD, United Kingdom Attention: Grant Dawson Telecopy No.: 44 (1753) 494-602 Windsor Aquisition Corporation c/o Sullivan & Cromwell ... (March 29th, 2002)

Re: Termination of the Agreement and Plan of Merger dated as of February 22, 2002 (the "Merger Agreement") among Centrica plc ("Parent"), Windsor Acquisition Corporation ("Purchaser") and NewPower Holdings, Inc. (the "Company")

First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067-1725 (January 16th, 2002)

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.

First Community Bancorp /Ca/Sullivan & Cromwell 1888 Century Park East Los Angeles, California 90067-1725 (January 16th, 2002)

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.

Medtronic IncLetterhead of Sullivan & Cromwell] (December 12th, 2001)
Tenet Healthcare CorpSullivan & Cromwell 1888 Century Park East Los Angeles, California 90067-1725 (November 29th, 2001)

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.

First Community Bancorp /Ca/Letterhead of Sullivan & Cromwell] (August 30th, 2001)

We have acted as counsel to First Community Bancorp, a California corporation ("First Community"), in connection with the planned merger of First Charter Bank, N.A., a national banking association ("First Charter") with and into First Professional Bank N.A., a wholly owned subsidiary of First Community ("First Professional"), pursuant to the Agreement and Plan of Merger, dated as of May 22, 2001, as amended on July 19, 2001, by and among, First Community, First Charter and First Community Bank of the Desert, a California state-chartered bank (the "Merger Agreement"). All capitalized terms used and not otherwise defined herein shall have the meanings provided in the Merger Agreement.

J2 Global Communications IncWITNESSETH: (April 30th, 2001)
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 ... (October 30th, 2000)
Jfax Com IncWITNESSETH: (August 28th, 2000)
Mellon Financial Corp1 Exhibit 1.2 UNDERWRITING AGREEMENT (June 27th, 2000)
Softbank Holdings Inc Et AlARTICLE I AUTHORIZATION AND SALE OF STOCK (May 1st, 2000)
Mellon Financial Corp1 Exhibit 1.1 UNDERWRITING AGREEMENT (March 24th, 2000)
Oxford Health Plans Inc1 March 24, 2000 Oxford Health Plans, Inc., 800 Connecticut Avenue, Norwalk, Connecticut 06854. Dear Sirs: In connection with the registration under the Securities Act of 1933 (the "Act") of 800,000 shares (the "Securities") of Common Stock, par value ... (March 24th, 2000)