Texas Sample Contracts

VALERO ENERGY CORPORATION 4.000% Senior Notes Due 2029 (March 25th, 2019)
AGREEMENT AND PLAN OF MERGER by and Among COUSINS PROPERTIES INCORPORATED, MURPHY SUBSIDIARY HOLDINGS CORPORATION and TIER REIT, INC. (March 25th, 2019)

This AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2019 (this Agreement), is by and among Cousins Properties Incorporated, a Georgia corporation (Parent), Murphy Subsidiary Holdings Corporation, a Maryland corporation and wholly owned subsidiary of Parent (Merger Sub), and TIER REIT, Inc., a Maryland corporation (the Company). Parent, Merger Sub and the Company are each sometimes referred to herein as a Party and collectively as the Parties.

Federal Home Loan Bank of Dallas – Federal Home Loan Bank of Dallas 2019 Executive Incentive Plan (March 25th, 2019)

Purpose. The purpose of the Federal Home Loan Bank of Dallas 2019 Executive Incentive Plan (the "Plan") is to attract, retain and motivate executive officers of the Federal Home Loan Bank of Dallas (the "Bank") and to focus their efforts on achieving the Bank's business goals while maintaining the Bank's safety and soundness. The Plan is a cash-based incentive plan that provides award opportunities based on achievement of specified performance goals.

Contract (March 25th, 2019)
Surgery Partners, Inc. – Contract (March 25th, 2019)
Apache Offshore Investment Partnership – Contract (March 25th, 2019)
Dipexium Pharmaceuticals, Inc. – Contract (March 25th, 2019)
Contract (March 25th, 2019)
Tier Reit Inc – Contract (March 25th, 2019)
Penn Virginia – Penn Virginia and Denbury Mutually Agree to Terminate Merger Agreement (March 22nd, 2019)
Hff – Amended and Restated Employment Agreement (March 22nd, 2019)
Legacy Reserves Inc. – Twelfth Amendment to Third Amended and Restated Credit Agreement (March 22nd, 2019)

This TWELFTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this "Twelfth Amendment") dated as of March 21, 2019, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the "Borrower"); each of the undersigned guarantors (the "Guarantors," and together with the Borrower, the "Obligors"); WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent") and as Issuing Lender; and the Lenders and each Lender in its capacity as Secured Swap Party (collectively, the "Lenders") signatory hereto.

W&T Offshore, Inc. – Second Amended and Restated Bylaws of W&t Offshore, Inc. A Texas Corporation (March 22nd, 2019)
Newbelco SA/NV – I. Jurisdiction (March 22nd, 2019)
Legacy Reserves Inc. – Legacy Reserves Inc. Employment Agreement (March 22nd, 2019)

EMPLOYMENT AGREEMENT (this "Agreement") dated as of October 31, 2018, between Legacy Reserves Services LLC, a Texas limited liability company (the "Employer"), and Cory J. Elliott (the "Employee").

Legacy Reserves Inc. – Legacy Reserves Inc. Employment Agreement (March 22nd, 2019)

EMPLOYMENT AGREEMENT (this "Agreement") dated as of October 31, 2018, between Legacy Reserves Services LLC, a Texas limited liability company (the "Employer"), and Albert E. Ferrara, III (the "Employee").

Legacy Reserves Inc. – Seventh Amendment to Term Loan Credit Agreement (March 22nd, 2019)

This SEVENTH AMENDMENT TO TERM LOAN CREDIT AGREEMENT (this "Seventh Amendment") dated as of March 21, 2019, among LEGACY RESERVES LP, a limited partnership duly formed under the laws of the State of Delaware (the "Borrower"); each of the undersigned guarantors (the "Guarantors," and together with the Borrower, the "Obligors"); CORTLAND CAPITAL MARKET SERVICES LLC, as administrative agent for the Lenders (in such capacity, together with its successors, the "Administrative Agent"); and the Lenders under the Term Loan Credit Agreement (the "Lenders").

Georgia Power Co – AMENDED AND RESTATED LOAN GUARANTEE AGREEMENT Dated as of March 22, 2019 Between GEORGIA POWER COMPANY, as Borrower, and U.S. DEPARTMENT OF ENERGY, as Guarantor Plant Vogtle Nuclear Units 3&4 Burke County, Georgia (March 22nd, 2019)

This AMENDED AND RESTATED LOAN GUARANTEE AGREEMENT (this "Agreement"), dated as of March 22, 2019, is by and between (i) Georgia Power Company, a corporation organized and existing under the laws of the State of Georgia (the "Borrower") and (ii) the U.S. DEPARTMENT OF ENERGY, acting by and through the Secretary of Energy (or appropriate authorized representative thereof) ("DOE" or the "Guarantor").

Mission Broadcasting Inc – Amendment to Agreement for Sale of Commercial Time (March 22nd, 2019)

This Amendment dated as of February 14, 2019 by and between Nexstar Broadcasting, Inc., as successor-in-interest to Quorum Broadcasting of Texas, Inc. ("Nexstar"), and Mission Broadcasting, Inc., as assignee of VHR Broadcasting of Lubbock, Inc. ("Mission") is made to that certain Agreement for Sale of Commercial Time dated February 16, 1999, as amended December 30, 2003 and extended (the "Agreement").

TearLab Corporation – Amendment 7 to Term Loan Agreement (March 22nd, 2019)

THIS AMENDMENT 7, dated as of November 12, 2018 (this "Amendment"), is made among TearLab Corporation, a Delaware corporation ("Borrower"), the subsidiary guarantors listed on the signature pages hereof under the heading "SUBSIDIARY GUARANTORS" (each a "Subsidiary Guarantor" and, collectively, the "Subsidiary Guarantors") and the lenders listed on the signature pages hereof under the heading "LENDERS" (each a "Lender" and, collectively, the "Lenders"), with respect to the Loan Agreement referred to below.

Phillips 66 Partners Lp – Credit Agreement (March 22nd, 2019)

CREDIT AGREEMENT, dated as of March 22, 2019, among PHILLIPS 66 PARTNERS LP, a Delaware limited partnership (the "Borrower"), PHILLIPS 66 PARTNERS HOLDINGS LLC, a Delaware limited liability company (the "Initial Guarantor"), the several banks and financial institutions from time to time parties to this Agreement, and BANK OF MONTREAL, as administrative agent (the "Administrative Agent").

ASSET PURCHASE AGREEMENT by and Among NEXSTAR MEDIA GROUP, INC., SCRIPPS MEDIA, INC. And SCRIPPS BROADCASTING HOLDINGS, LLC Dated as of March 20, 2019 (March 22nd, 2019)

This ASSET PURCHASE AGREEMENT, dated as of March 20, 2019 (this "Agreement"), by and among Nexstar Media Group, Inc., a Delaware corporation ("Seller"), on the one hand, and Scripps Media, Inc., a Delaware corporation ("Scripps"), and Scripps Broadcasting Holdings, LLC, a Nevada limited liability company and wholly owned subsidiary of Scripps ("SBH" and, together with Scripps, "Buyer"), on the other hand.

Golf Rounds.Com Inc – FH Ortho Distributor Agreement DISTRIBUTOR AGREEMENT (March 21st, 2019)

This Agreement is entered into to be effective as of January 1st, 2016 by and between FH Ortho, Inc., 4118 N. Nashville Avenue, Chicago, IL 60634 (the "Company") and CPM Medical Consultants, LLC, 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Distributor").

Golf Rounds.Com Inc – Cpm Medical Consultants, Llc Sales and Distribution Services Agreement (March 21st, 2019)

THIS SALE AND DISTRIBUTION SERVICES AGREEMENT, dated as of November 1st, 2017 (the "Agreement"), is entered into by and between CPM MEDICAL CONSULTANTS, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Distributor"), and Max Spine, LLC, a limited liability company having its principal place of business at 4150 Rio Bravo, Suite 120, El Paso, TX 79902 ("Subdistributor", and together with Distributor, the "Parties," and each, a "Party").

Golf Rounds.Com Inc – Sales Agency Agreement (March 21st, 2019)

THIS SALES AGENCY AGREEMENT (this "Agreement") is made this 1st day of August 2018, by and between StelKast, Inc., a Pennsylvania corporation ("StelKast"), and CPM Medical Consultants, LLC, an independent sales representative with its principal office located at 1565 N. Central Expy., Suite 200, Richardson, TX 75080, ("Agent").

Golf Rounds.Com Inc – Cpm Medical Consultants, Llc Stocking and Subdistribution Agreement (March 21st, 2019)

THIS STOCKING AND SUBDISTRIBUTION AGREEMENT, dated as of January 1, 2018 (the "Agreement"), is entered into by and between CPM Medical Consultants, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Distributor"), and Epic Orthopedic Management, LLC, a Texas limited liability company having its principal place of business at 1565 N. Central Expressway, Suite 200 Richardson, TX 75080 ("Subdistributor", and together with Distributor, the "Parties," and each, a "Party").

Golf Rounds.Com Inc – Lease Agreement (March 21st, 2019)
Exterran Holdings – Omnibus Joinder Agreement (March 21st, 2019)

This OMNIBUS JOINDER AGREEMENT (this Agreement), dated as of March 21, 2019, is entered into among ARCHROCK GP LLC, a Delaware limited liability company (AG), ARCHROCK PARTNERS CORP., a Delaware corporation (AP), ARCHROCK GENERAL PARTNER, L.P., a Delaware limited partnership (AGP, and together with AG and AP, collectively, the New Subsidiaries, and each individually, a New Subsidiary), and JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the Administrative Agent) under that certain Credit Agreement dated as of March 30, 2017 (as the same may be amended, modified, extended or restated from time to time, the Credit Agreement) among Archrock Partners Operating LLC and Archrock Services, L.P., as Borrowers, Archrock Inc., as Parent, the other Loan Parties party thereto, the Lenders party thereto and the Administrative Agent for the Lenders. All capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

Golf Rounds.Com Inc – Cpm Medical Consultants, Llc Stocking and Subdistribution Agreement (March 21st, 2019)

THIS STOCKING AND SUBDISTRIBUTION AGREEMENT, dated as of November 1st, 2017 (the "Agreement"), is entered into by and between CPM Medical Consultants, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Distributor"), and BASS Bone & Spine Specialists, LLC, a Texas limited liability company having its principal place of business at 1565 N. Central Expressway, Suite 200 Richardson, TX 75080 ("Subdistributor", and together with Distributor, the "Parties," and each, a "Party").

Golf Rounds.Com Inc – Palm Springs Partners D/B/a Maxim Surgical, Llc Stocking and Subdistribution Agreement (March 21st, 2019)

THIS STOCKING AND SUBDISTRIBUTION AGREEMENT, dated as of November 1st, 2017 (the "Agreement"), is entered into by and between Palm Springs Partners dba Maxim Surgical, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 200A, Richardson, TX 75080 ("Distributor"), and CPM Medical Consultants, LLC, a Texas limited liability company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Subdistributor", and together with Distributor, the "Parties," and each, a "Party").

Golf Rounds.Com Inc – Cpm Medical Consultants, Llc Stocking and Subdistribution Agreement (March 21st, 2019)

THIS STOCKING AND SUBDISTRIBUTION AGREEMENT, dated as of November 1st, 2017 (the "Agreement"), is entered into by and between CPM Medical Consultants, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Distributor"), and Bio-Ortho, LLC, a Texas limited liability company having its principal place of business at 1565 N. Central Expressway, Suite 200 Richardson, TX 75080 ("Subdistributor", and together with Distributor, the "Parties," and each, a "Party").

Golf Rounds.Com Inc – Cpm Medical Consultants, Llc Sales and Distribution Services Agreement (March 21st, 2019)

THIS SALE AND DISTRIBUTION SERVICES AGREEMENT, dated as of November 1, 2017 (the "Agreement"), is entered into by and between CPM MEDICAL CONSULTANTS, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Distributor"), and Texas Overlord, LLC, a Texas limited liability company having its principal place of business at 1565 N. Central Expressway, Suite 200, Richardson, TX 75080 ("Subdistributor", and together with Distributor, the "Parties," and each, a "Party").

Platinum Eagle Acquisition Corp. – Employment Agreement (March 21st, 2019)

This EMPLOYMENT AGREEMENT (Agreement) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the Employer), and Andrew A. Aberdale, an individual (the Executive).

Platinum Eagle Acquisition Corp. – Employment Agreement (March 21st, 2019)

This EMPLOYMENT AGREEMENT (Agreement) is entered into by and between Target Logistics Management, LLC, a Massachusetts limited liability company (the Employer), and Troy Schrenk, an individual (the Executive).

Golf Rounds.Com Inc – Cpm Medical Consultants, Llc Purchase and Sale Agreement (March 21st, 2019)

THIS PURCHASE AND SALE AGREEMENT, dated as of March 14, 2018 (the "Agreement"), is entered into by and between CPM Medical Consultants, LLC, a Texas Limited Liability Company having its principal place of business at 1565 N. Central Expressway, Suite 220, Richardson, TX 75080 ("Purchaser"), and Texas Overlord, LLC, having its principal place of business at 1565 N. Central Expressway, Ste 200, Richardson, TX 75080 ("Seller"). Each a "Party" and together the "Parties".