Cotelligent Inc Sample Contracts

UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • February 24th, 1998 • Cotelligent Group Inc • Services-computer integrated systems design • New York
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EXECUTION --------- ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • June 20th, 2000 • Cotelligent Inc • Services-computer integrated systems design • Delaware
RECITALS
Settlement Agreement • April 2nd, 2001 • Cotelligent Inc • Services-computer integrated systems design • Delaware
EXHIBIT 10.1 EMPLOYMENT AGREEMENT
Employment Agreement • July 18th, 2000 • Cotelligent Inc • Services-computer integrated systems design
WITNESSETH
Voting Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • California
and
Rights Agreement • April 14th, 2004 • Cotelligent Inc • Services-computer integrated systems design • Delaware
and
Rights Agreement • September 24th, 1997 • Cotelligent Group Inc • Services-computer integrated systems design • Delaware
AGREEMENT AND PLAN OF REORGANIZATION
Merger Agreement • October 15th, 1996 • Cotelligent Group Inc • Services-computer integrated systems design
EXHIBIT 10.1 BSMART.TO LLC AMENDED AND RESTATED OPERATING AGREEMENT
Operating Agreement • August 23rd, 2000 • Cotelligent Inc • Services-computer integrated systems design • Delaware
RECITALS
Right of First Refusal Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • California
August 8, 2000
Finder's Fee Agreement • August 23rd, 2000 • Cotelligent Inc • Services-computer integrated systems design • New York

This letter sets forth our mutual agreement and understandings with respect to the role of eMcris Limited, an Anguilla corporation (the "Finder"), in connection with the transactions contemplated by the Operating Agreement dated as of April 27, 2000, as amended and restated as of even date herewith (the "Agreement"), by and between bSmart.to Technologies, Inc., a Delaware corporation ("Bravo"), and CZG Mobile Ventures, Inc., a Delaware corporation ("Charlie Sub") and a wholly owned subsidiary of Cotelligent USA, Inc., a California corporation ("Charlie USA"), and by the documents and instruments contemplated thereby.

PURCHASE AND SALE OF ASSETS AGREEMENT
Purchase and Sale of Assets Agreement • December 14th, 1998 • Cotelligent Group Inc • Services-computer integrated systems design
RECITALS
Indemnification Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • Delaware
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EXHIBIT A: PRODUCT AND SERVICES ORDER
Product and Services Order • August 14th, 2006 • Watchit Media, Inc. • Services-motion picture & video tape production

This Product and Services Order (“PSO”) No. 7 is entered into as of this day of , 2006 by and between Atlantic City Showboat (“Client”) t/a Showboat Casino Hotel and Watchit Media USA, Inc. (“Watchit Media”) and is deemed to be incorporated into that certain Master Terms and Conditions dated as of the 16 day of March, 2005 by and between Harrah’s Operating Company, Inc. and Watchit Media (the “Master Agreement’). Any terms used herein but not defined shall have the meaning ascribed to uch term in the Master Agreement.

RECITALS
Investor Rights Agreement • January 7th, 2003 • Cotelligent Inc • Services-computer integrated systems design • California
STOCK AND WARRANT PURCHASE AGREEMENT by and among WATCHIT MEDIA, INC. and THE PURCHASERS IDENTIFIED HEREIN Dated as of April 28, 2006
Stock and Warrant Purchase Agreement • May 5th, 2006 • Watchit Media, Inc. • Services-motion picture & video tape production • California

This Stock and Warrant Purchase Agreement, dated as of April 28, 2006, is made by and among Watchit Media, Inc., a Delaware corporation (the “Company”), and each of the persons or entities set forth on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”).

STOCK AND WARRANT PURCHASE AGREEMENT by and among COTELLIGENT, INC. and THE PURCHASERS IDENTIFIED HEREIN Dated as of , 2005
Stock and Warrant Purchase Agreement • April 28th, 2005 • Cotelligent Inc • Services-computer integrated systems design • New York

This Stock and Warrant Purchase Agreement, dated as of , 2005 , is made by and among Cotelligent, Inc., a Delaware corporation (the “Company”), and each of the persons or entities set forth on Schedule 1 hereto (each, a “Purchaser” and collectively, the “Purchasers”).

BUSINESS DEVELOPMENT AGREEMENT
Business Development Agreement • December 24th, 2003 • Cotelligent Inc • Services-computer integrated systems design • Delaware

This Business Development Agreement (“Agreement”) is made as of November 24, 2003 (the “Effective Date”) by and between Recency Media USA, Inc., a Delaware corporation, having a principal place of business at 100 Theory, Suite 200, Irvine, California 92612 (“Recency”) and On-Site Media, Inc., a Nevada corporation having a principal place of business at 5275 S. Arville Road, Las Vegas, Nevada 89118 (“OnSite”).

FORBEARANCE AND REINSTATEMENT ----------------------------- OF NONCOMPETES --------------
Forbearance and Reinstatement of Noncompetes • May 22nd, 2000 • Cotelligent Inc • Services-computer integrated systems design • Florida
ASSET PURCHASE AGREEMENT dated as of September 15, 2005 between WATCHIT MEDIA, INC. and CHARLES LAIN
Asset Purchase Agreement • September 21st, 2005 • Cotelligent Inc • Services-computer integrated systems design • New York

This ASSET PURCHASE AGREEMENT is dated as of September 15, 2005 (this “Agreement”) between Watchit Media, Inc., a Delaware corporation (the “Purchaser”), and Charles Lain (the “Seller”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG COTELLIGENT, INC., RECENCY MEDIA USA, INC., ON-SITE MEDIA, INC., AND CERTAIN STOCKHOLDERS OF ON-SITE MEDIA, INC. Dated: November 24, 2003
Merger Agreement • December 3rd, 2003 • Cotelligent Inc • Services-computer integrated systems design • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of November 24, 2003, by and among COTELLIGENT, INC., a Delaware corporation (“Parent”), RECENCY MEDIA USA, INC., a Delaware corporation and wholly-owned subsidiary of Parent (“Sub”), and ON-SITE MEDIA, INC., a Nevada corporation (the “Company”). Each of Parent, Sub and the Company are referred to herein individually as a “Party,” and are collectively referred to as the “Parties.” LOREN W. WILLMAN (“Willman”), KENNETH L. MAUL (“Maul”), JOHN SLITZ (“Slitz”), THE SLITZ FAMILY TRUST, and LAS VEGAS VENTURE FUND I, LLC (collectively, the “Stockholder Parties”) hereby join in the execution of this Agreement for purposes of Article 8 and Section 9.1. Except as otherwise provided herein, capitalized terms used herein shall have that meaning specified in Exhibit A hereto.

ASSET PURCHASE AGREEMENT BY AND AMONG FASTTRACK, LLC AND COTELLIGENT, INC. COTELLIGENT USA, INC. CZG MOBILE VENTURES, INC. BSMART.TO LLC JAS CONCEPTS, INC. DATED APRIL 1, 2005
Asset Purchase Agreement • April 7th, 2005 • Cotelligent Inc • Services-computer integrated systems design • California

This asset purchase agreement (“Agreement”) is dated April 1, 2005, by and among FastTrack, LLC, a California limited liability company (“Buyer”), Cotelligent, Inc., a Delaware corporation (“Parent”), Cotelligent USA, Inc., a California corporation, CZG Mobile Ventures, Inc., a Delaware corporation, bSmart.to LLC, a Delaware limited liability company, and JAS Concepts, Inc. a Pennsylvania corporation (together with Parent, the “Sellers” and each, a “Seller”).

CONSULTANT AGREEMENT
Consultant Agreement • April 28th, 2005 • Cotelligent Inc • Services-computer integrated systems design • New York

In consideration of and for the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

CONTRACT OF SALE SECURITY AGREEMENT (LOC Form 5)
Contract of Sale and Security Agreement • October 14th, 2004 • Cotelligent Inc • Services-computer integrated systems design • California

This Contract of Sale and Security Agreement dated for purposes of reference October 8, 2004; is between the undersigned, Cotelligent, Inc. and its subsidiaries as detailed in Exhibit B attached, hereinafter called “CLIENT”, and CAPCO Financial Company- a division of Greater Bay Bank N.A. hereinafter called “CAPCO “, agree as follows:

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