Sullivan & Cromwell Sample Contracts

Stock Purchase Agreement (February 7th, 2011)

STOCK PURCHASE AGREEMENT, dated as of February 4, 2011 (the Execution Date), by and among Live Nation Entertainment, Inc., a Delaware corporation (LNE), FLMG Holdings Corp., a Delaware corporation and wholly-owned subsidiary of LNE (Holdings), Irving Azoff (ILA), Irving Azoff and Rochelle Azoff, as Co-Trustees of the Azoff Family Trust of 1997, dated May 27, 1997, as amended (the Azoff Trust and, together with ILA, the Azoff Sellers), Madison Square Garden, L.P., a Delaware limited partnership (MSG), LNE Holdings, LLC, a Delaware limited liability company wholly-owned by MSG (MSG Sub, and, together with the Azoff Sellers, the Sellers), and Front Line Management Group, Inc., a Delaware corporation (FLMG).

Contract (July 6th, 2006)

Exhibit 10.1 ------------ FINAL EXECUTION COPY -------------------- STOCK PURCHASE AGREEMENT by and among DUQUESNE LIGHT HOLDINGS, INC. and THE PURCHASERS NAMED HEREIN Dated as of July 5, 2006 TABLE OF CONTENTS ----------------- ARTICLE I Definitions...................................................................1 Section 1.1 Definitions.................................................1 ARTICLE II Purchase and Sale of the Securities.....................

Contract (June 29th, 2006)

Page ---- ARTICLE I THE MERGER..................................................... 2 SECTION 1.1. The Merger.............................................. 2 SECTION 1.2. Closing................................................. 2 SECTION 1.3. Effective Time.......................................... 2 SECTION 1.4. Effects of the Merger................................... 3 SECTION 1.5. Certificate of Incorporation and By-laws................ 3 SECTION 1.6. Directors and Officers.................................. 3 ARTICLE II EFFECT OF THE MERGER ON THE SECURITIES OF THE CONSTITUENT CORPORATIONS............................................................. 3 SECTION 2.1. Effect on Capital Stock................................. 3 SECTION 2.2. FNF Stock Option Plans...........

Contract (June 29th, 2006)

Page ---- ARTICLE I DEFINITIONS.............................................. 2 SECTION 1.1. Definitions.............................................. 2 SECTION 1.2. Other Definitions........................................ 6 ARTICLE II CLOSING TRANSACTIONS..................................... 7 SECTION 2.1. Asset Contribution, Assumption of Liabilities and Delivery of Shares....................................... 7 SECTION 2.2. Closing.................................................. 8 SECTION 2.3. Closing Deliveries....................................... 8 SECTION 2.4. Conversion of FNT Class B Common Stock................... 9 SECTION 2.5. Adjustments.............................................. 9 ARTICLE III REPRESENTATIONS AND WARRANTIES......

IPC Holdings, Limited – Contract (April 20th, 2006)

Page ---- ARTICLE I DEFINITIONS Section 2.1 Defined Terms.............................................. 1 Section 2.2 Accounting Terms; GAAP and SAP............................. 23 Section 2.3 Other Terms; Construction.................................. 23 Section 2.4 Computation of Dollar Amounts.............................. 24 ARTICLE II AMOUNT AND TERMS OF THE CREDIT Section 3.1 Commitments................................................ 24 Section 3.2 Borrowings................................................. 25 Section 3.3 Disbursements; Funding Reliance; Domicile of Loans......... 26 Section 3.4 Evidence of Debt; Notes....................................

Contract (April 11th, 2006)

Exhibit 10.4 ================================================================================ PURCHASE AGREEMENT among PREMIUM FINANCE LLC, MULBERRY FINANCE CO., INC., and DLJMB IV FIRST MERGER LLC, MERRILL LYNCH INTERNATIONAL and FIRST TENNESSEE BANK NATIONAL ASSOCIATION ---------------- Dated as of March 7, 2006 ---------------- ================================================================================ PURCHASE AGREEMENT ($100,000,000 Trust Preferred Securities) THIS PURCHASE AGREEMENT, dated as of March 7, 2006 (this "PURCHASE AGREEMEN

Del Laboratories – Contract (August 19th, 2005)

EXHIBIT 10.1 August 15, 2005 DLI Holding Corp., c/o Kelso & Company, 320 Park Avenue, 24th Floor, New York, New York 10022. Members of the Board of Directors: I am writing to follow up on the discussions of my continuing role within DLI Holding Corp. that were initiated by Philip Berney. It has been my privilege to serve as President and Chief Executive Officer of the Company. I believe, however, that it is in the Company's best interest for me to step aside and allow the succession plan that Mr. Berney has discussed with me to be effected. Accordingly, subject to your acceptance of the terms of this letter, I hereby resign from my positions as President and Chief Executive Officer. I look forward to continuing my service to the Company as a director and as a consultant on the terms set forth in the attached Annex. I appreciate the arrangements that you have offered in connection with

Alexander's, Inc. – Contract (July 12th, 2005)

Page ARTICLE I GENERAL TERMS 1.1 The Loan................................................................................ 26 1.2 Interest and Principal.................................................................. 27 1.3 Method and Place of Payment............................................................. 28 1.4 Taxes................................................................................... 29 1.5 Release................................................................................. 32 ARTICLE II DEFEASANCE AND ASSUMPTION 2.1 Defeasance.............................................................................. 32 2.2 Assumption..........

Contract (June 24th, 2005)

Exhibit 10.2 EXECUTION COPY $30,000,000 Dollar Financial Group, Inc. 9.75% Senior Notes Due 2011 REGISTRATION RIGHTS AGREEMENT June 23, 2005 CREDIT SUISSE FIRST BOSTON LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629. Ladies and Gentlemen: Dollar Financial Group, Inc., a New York corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement, dated as of June 20, 2005 (the "Purchase Agreement"), $30.0 million aggregate principal amount of its 9.75% Senior Notes due 2011 (the "Initial Securities") to be unconditionally guaranteed by the Guarantors (as defined therein) and together with the Comp

Dollar Financial Corp. – Contract (June 24th, 2005)

Exhibit 10.2 EXECUTION COPY $30,000,000 Dollar Financial Group, Inc. 9.75% Senior Notes Due 2011 REGISTRATION RIGHTS AGREEMENT June 23, 2005 CREDIT SUISSE FIRST BOSTON LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629. Ladies and Gentlemen: Dollar Financial Group, Inc., a New York corporation (the "Company"), proposes to issue and sell to Credit Suisse First Boston LLC (the "Initial Purchaser"), upon the terms set forth in a purchase agreement, dated as of June 20, 2005 (the "Purchase Agreement"), $30.0 million aggregate principal amount of its 9.75% Senior Notes due 2011 (the "Initial Securities") to be unconditionally guaranteed by the Guarantors (as defined therein) and together with the Comp

Contract (June 8th, 2005)

EXHIBIT 10.1 BERRY PLASTICS CORPORATION BPC HOLDING CORPORATION SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT (this "AMENDMENT") is dated as of June 3, 2005 (the "AMENDMENT EFFECTIVE DATE"), among Berry Plastics Corporation, a Delaware corporation ("COMPANY"), BPC Holding Corporation, a Delaware corporation ("HOLDINGS"), certain subsidiaries of Company as Guarantors, the Lenders party hereto, Goldman Sachs Credit Partners L.P. ("GSCP") as co-syndication agent, joint lead arranger and joint bookrunner, JPMorgan Chase Bank, N.A. ("JPMCB"), as co- syndication agent, joint lead arranger and joint bookrunner, Deutsche Bank Trust Company Americas (together with any of its designated affiliates, "DBTCA"), as Administrative Agent, Colla

Contract (March 22nd, 2005)
Contract (January 11th, 2005)
Contract (November 18th, 2004)

Page SECTION 1. DEFINITIONS...................................................................... 1 1.1 Defined Terms.................................................................... 1 1.2 Other Definitional Provisions.................................................... 28 SECTION 2. AMOUNT AND TERMS OF COMMITMENTS.................................................. 28 2.1 Term Loan Commitments............................................................ 28 2.2 Procedure for Term Loan Borrowing................................................ 29 2.3 Repayment of Term Loans; Extension of CMBS Maturity Date......................... 29 2.4 Revolving Credit Commitments..................................................... 31 2.5 Procedure for Revolving Credit Borrowing.......................................

Contract (September 3rd, 2004)

Term Section ---- ------- Advertising Policies 6.1 Agreement Introduction Ameritech Corporation Introduction API Introduction APIL Recitals

Vital Living – Contract (August 13th, 2004)

EXHIBIT 10.3 CONFIDENTIAL TREATMENT REQUESTED BY VITAL LIVING, INC. The portions indicated by [REDACTED*] of this document have been omitted and are filed separately with the Commission DEVELOPMENT AND LICENSE AGREEMENT This Agreement, dated as of December 28, 2001 (the "Effective Date"), by and between e-nutriceuticals, Inc., a Delaware corporation ("e-nut"), and SkyePharma PLC, a United Kingdom corporation ("Skye"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, e-nut is in the business of developing and marketing dietary and nutriceutical supplements throughout the world; and WHEREAS, Skye owns certain technology, , that is useful in the production of controlled release oral delivery compounds; and WHEREAS, e-nut wishes to obtain a license to the

Lexington Master Limited Partnership – Contract (November 26th, 2003)

TABLE OF CONTENTS Page ---- 1. BACKGROUND...............................................................................................1 1.1 Defined Terms...................................................................................1 1.2 Borrowers.......................................................................................1 1.3 NMLP Loan.......................................................................................1 1.4 T-Two Loan......................................................................................1 1.5 Guaranties and Indemnities.................

Vie Financial Group – Contract (October 3rd, 2003)

Exhibit 10.1 VIE FINANCIAL GROUP, INC. SERIES H PREFERRED STOCK PURCHASE AGREEMENT September 30, 2003 SERIES H PREFERRED STOCK PURCHASE AGREEMENT This Series H Preferred Stock Purchase Agreement (the "Agreement") is entered into as of this 30th day of September, 2003, by and among Vie Financial Group, Inc. a Delaware corporation (the "Company"), and each of those entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which entities are hereinafter collectively referred to as the "Purchasers" and each individually as a "Purchaser"). Terms defined in the text of this Agreement shall have the meanings there set forth herein. Other capitalized terms shall have the meaning set forth in the Definitions Addendum, which is a

Vital Living – Contract (September 8th, 2003)

EXHIBIT 10.3 CONFIDENTIAL TREATMENT REQUESTED BY VITAL LIVING, INC. REDACTED COPY DEVELOPMENT AND LICENSE AGREEMENT This Agreement, dated as of December 28, 2001 (the "EFFECTIVE DATE"), by and between e-nutriceuticals, Inc., a Delaware corporation ("E-NUT"), and SkyePharma PLC, a United Kingdom corporation ("SKYE"). W I T N E S S E T H: WHEREAS, e-nut is in the business of developing and marketing dietary and nutriceutical supplements throughout the world; and WHEREAS, Skye owns certain technology, , that is useful in the production of controlled release oral delivery compounds; and WHEREAS, e-nut wishes to obtain a license to the Technology for use in the Field (as defined below) and Skye wishes to grant a license to e-nut for use in the Field under terms mutual

Optimark Holdings Inc – Contract (July 28th, 2003)

LOAN AGREEMENT This LOAN AGREEMENT ("Loan Agreement") is entered into as of the ____ day of July, 2003 (the "Effective Date") by OptiMark Holdings, Inc., a Delaware corporation ("OptiMark"), SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited partnership (together "Softbank") and, solely with respect to Section 3.5 below, OptiMark, Inc., a Delaware corporation and wholly-owned subsidiary of OptiMark ("OptiMark, Inc."). INTRODUCTION WHEREAS, OptiMark has requested that Softbank extend OptiMark credit in the principal amount of $940,000 for the purposes set forth in Section 7.1(a) hereof and whereas Softbank is willing to extend such credit on the terms and conditions contained in this Loan Agreement. NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, receipt of which is hereby acknowledged, and in order to induce Softbank to extend such

Loral Space And Communications – Contract (July 23rd, 2003)

Page ---- ARTICLE I DEFINITIONS AND TERMS Section 1.1 Specific Definitions........................................................................... 2 Section 1.2 Other Definitional Provisions.................................................................. 15 ARTICLE II PURCHASE AND SALE OF THE PURCHASED ASSETS Section 2.1 Purchase and Sale of Purchased Assets.......................................................... 15 Section 2.2 Excluded Assets...........................................................................

Gabriel Technologies – Contract (June 26th, 2003)

Exhibit 10.1 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is dated as of May ___, 2003 (the "Agreement Date") by and between Princeton Video Image, Inc., a Delaware corporation ("Seller"), and PVI Virtual Media Services, LLC, a Delaware limited liability company ("Buyer"). W I T N E S S E T H: WHEREAS, Seller is engaged in the business, directly and through its Subsidiaries, of developing and marketing its Intellectual Property, including a real-time video insertion system with its patented computer vision technology and proprietary hardware and software system, known as the Live Video Insertion System ("L-VIS(R)") and to develop products to allow viewers to interact with video programming (the "Business"); WHEREAS, Seller, on or about this date, is commencing a case (the "Chapter 11 Case") under chapter 11 of title 11 of the United States Code, 11 U.S.C. Secti

Contract (May 19th, 2003)
Contract (April 14th, 2003)

Page ---- 1. Definitions................................................... 1 2. Actions Requiring Consent of AOLTW............................ 4 3. Certain Rights of Trust II.................................... 5 3.1 Independent Directors................................ 5 3.2 Financial Statements and Other Information........... 5 4. AOLTW Covenants............................................... 6 4.1 Tender Offers and Exchange Offers.................... 6 4.2 Mergers.............................................. 6 4.3 TWE Public Debt...................................... 6 4.4 Closing Date Balance Sheet........................... 7 5. Miscellaneous......................................

Optimark Holdings Inc – Contract (March 12th, 2003)

Exhibit 10.1 ------------ LOAN AGREEMENT This LOAN AGREEMENT ("Loan Agreement") is entered into as of the 6th day of February, 2003 (the "Effective Date") by OptiMark Holdings, Inc., a Delaware corporation ("OptiMark"), SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited partnership (together "Softbank") and, solely with respect to Section 3.5 below, OptiMark, Inc., a Delaware corporation and wholly-owned subsidiary of OptiMark ("OptiMark, Inc."). INTRODUCTION WHEREAS, OptiMark has requested that Softbank extend OptiMark credit in the principal amount of $940,000 for the purposes set forth in Section 7.1.1 hereof and whereas Softbank is willing to extend such credit on the terms and conditions contained in this Loan Agreement. Now, therefore, i

Vie Financial Group – Contract (January 3rd, 2003)

Exhibit 10.1 LOAN AGREEMENT This LOAN AGREEMENT ("Loan Agreement") is entered into as of the 30th day of December, 2002 (the "Effective Date"), by Vie Financial Group, Inc., a Delaware corporation ("Vie"), SOFTBANK Capital Partners LP, SOFTBANK Capital Advisors Fund LP and SOFTBANK Capital LP, each a Delaware limited partnership (each, an "Investor" and, collectively, "Softbank"), and Draper Fisher Jurvetson ePlanet Ventures L.P., a Cayman Islands limited partnership, Draper Fisher Jurvetson ePlanet Partners Fund, LLC, a California limited liability company, and Draper Fisher Jurvetson ePlanet Ventures GmbH & Co. KG, a German partnership (each, an Investor, collectively, "Draper Fisher", and, together with Softbank, the "Investors"). INTRODUCTION WHEREAS, Vie has requested that the Investors severally extend Vie credit in the principal amounts set forth herein and for the purposes set forth in

Horizon Medical Products Inc – Contract (July 3rd, 2002)

Payment Date Principal Premiums - ------------ ------------------ Closing Date through the one year anniversary of the No Premium-100% of the principal amount of the Note Closing Date 5% Premium-105% of the principal amount of the Note The one year anniversary of the Closing Date through the 15 month anniversary of the Closing Date the 15 month anniversary of the Closing Date through the 2 10% Premium-110% of the principal amount of the Note year anniversary of the Closing Date

Horizon Medical Products Inc – Contract (May 30th, 2002)

Payment Date Principal Premiums - ------------ ------------------ Closing Date through the one year anniversary of the No Premium-100% of the principal amount of the Note Closing Date 5% Premium-105% of the principal amount of the Note The one year anniversary of the Closing Date through the 15 month anniversary of the Closing Date the 15 month anniversary of the Closing Date through the 2 10% Premium-110% of the principal amount of the Note year anniversary of the Closing Date

Registration Rights Agreement (March 18th, 2002)
Placement Agency Agreement (March 1st, 2002)
Astralis Ltd – Stockholders Agreement (December 14th, 2001)
Children S Books & Toys Inc – Amendment No. 1 to the Investment Agreement (November 19th, 2001)
Stockholders Agreement (November 2nd, 2001)
MediaLive International – Contract (June 26th, 2001)

Application Applied Registration Registration Trademark Targeted Number Date Number Date Service 1997-150322 1997/8/22 4248374 1999/3/12 Web INNOVATION 35 1997-150325 1997/8/22 4248375 1999/3/12 TECHNOLOGY/PERFORMANCE/MANAGEMENT 35 1997-150326 1997/8/22 4248376 1999/3/12 STRATEGIC NETWORKS 35 1997-150328 1997/8/22 4248377 1999/3/12 Web INNOVATION 41 1997-150331 1997/8/22 4248378 1999/3/12 TECHNOLOGY/PERFORMANCE/MANAGEMENT 41 1997-150334 1997/8/22 4307174 1999/8/20 Web INNOVATION 42 1997-150336 1997/8/22 4307175 1999/8/20 SUPPORT/SERVICES/CONFERENCE/& 42

Miravant Med Techs – Contract (May 31st, 2001)

TABLE OF CONTENTS Page 1. Definitions..........................................................................................1 1.1. General Terms.............................................................................1 1.2. Other Terms...............................................................................8 1.3. Other Provisions..........................................................................8 1.4. Knowledge.................................................................................8 2. Purchase and Sale of the Purchased Assets............................................................8 2.1. Transfer at Closing.......................................................................8 3. Assets...............................................................................................8 3.1.