Gensym Corp Sample Contracts

WITNESSETH:
Pledge Agreement • November 12th, 1997 • Gensym Corp • Services-prepackaged software • Massachusetts
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TERM SHEET
Purchase Agreement • October 22nd, 2001 • Gensym Corp • Services-prepackaged software
WITNESSETH
Lease • March 29th, 2000 • Gensym Corp • Services-prepackaged software
WITNESSETH THAT
Sublease Agreement • November 12th, 1997 • Gensym Corp • Services-prepackaged software • Massachusetts
and
Rights Agreement • April 17th, 1997 • Gensym Corp • Services-prepackaged software • Delaware
RECITALS
Asset Purchase Agreement • November 21st, 2001 • Gensym Corp • Services-prepackaged software • Massachusetts
AGREEMENT AND PLAN OF MERGER by and among VERSATA ENTERPRISES, INC., GN ACQUISITION, INC. and GENSYM CORPORATION Dated as of August 13, 2007
Merger Agreement • August 13th, 2007 • Gensym Corp • Services-prepackaged software • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of August 13, 2007, by and among Versata Enterprises, Inc., a Delaware corporation (the “Buyer”), GN Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of the Buyer (the “Transitory Subsidiary”), and Gensym Corporation, a Delaware corporation (the “Company”).

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • January 30th, 2007 • Gensym Corp • Services-prepackaged software

This Agreement is dated as of January 30, 2007 by and between Mercury Fund VI, Ltd. (“Mercury VI”), Mercury Fund VII, Ltd. (“Mercury VII”), Mercury Ventures, Ltd. (“Mercury Ventures”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”).

WITNESSETH
Lease • March 31st, 1997 • Gensym Corp • Services-prepackaged software
SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • January 31st, 2006 • Gensym Corp • Services-prepackaged software • Massachusetts

This SEVERANCE BENEFITS AGREEMENT (the “Agreement”), made this 25th day of January, 2006 is entered into by and between Gensym Corporation, a Delaware corporation (the “Company”), and Lowell Hawkinson (the “Executive”) (together, the “parties”).

GENSYM CORPORATION Nonstatutory Stock Option Agreement
Nonstatutory Stock Option Agreement • January 31st, 2006 • Gensym Corp • Services-prepackaged software • Delaware
W I T N E S S E T H
Bridge Loan, Standby Stock Purchase and Debt Reduction Agreement • November 14th, 2001 • Gensym Corp • Services-prepackaged software • Massachusetts
SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • March 31st, 2005 • Gensym Corp • Services-prepackaged software • Massachusetts

This SEVERANCE BENEFITS AGREEMENT (the “Agreement”), made this 8th day of September, 1999 is entered into by and between Gensym Corporation, with its principal place of business in Cambridge, Massachusetts (the “Company”), and Carl Schultz (the “Executive”) (together, the “parties”).

FIRST AMENDMENT OF LEASE
Lease • December 21st, 2005 • Gensym Corp • Services-prepackaged software

This First Amendment of Lease (this “Amendment”) is made and entered into this 20th day of December, 2005 by and between Rodger P. Nordblom and Peter C. Nordblom, as Trustees of N.W. Building 7 Trust under Declaration of Trust dated February 15, 2000 and filed with the Middlesex South Registry District of the Land Court as Document No. 1132636 (“Landlord”) and Gensym Corporation, a Delaware corporation (“Tenant”).

PROFESSIONAL SERVICES AGREEMENT by and between GENSYM CORPORATION and MARKET- PARTNERS INC.
Professional Services Agreement • November 15th, 2005 • Gensym Corp • Services-prepackaged software • Massachusetts

This Professional Services Agreement (“Agreement”) is made and entered into between Gensym Corporation (“Gensym”), a Delaware corporation with a principal place of business in Burlington, Massachusetts, USA, and Market-Partners Inc. (“Contractor”), a Californian Corporation, with a principal place of business in Santa Rosa, California, effective September 1, 2005.

INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • April 27th, 2005 • Gensym Corp • Services-prepackaged software

This Independent Contractor Agreement (“Agreement”) is made and effective this 21st of April, 2005, by and between Cianciotta Holdings Inc. (“Consultant”) and Gensym Corp. (“Company”).

WITNESSETH
Lease • March 31st, 1997 • Gensym Corp • Services-prepackaged software
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AMENDED AND RESTATED SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • September 21st, 2007 • Gensym Corp • Services-prepackaged software • Massachusetts

This AMENDED AND RESTATED SEVERANCE BENEFITS AGREEMENT (the “Agreement”), made this 20 day of September, 2007, is entered into by and between Gensym Corporation, a Delaware corporation (the “Company”), and Stephen D. Allison (the “Executive”) (together, the “parties”).

SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • June 8th, 2007 • Gensym Corp • Services-prepackaged software • Massachusetts

This SEVERANCE BENEFITS AGREEMENT (the “Agreement”), made this 7th day of June, 2007, is entered into by and between Gensym Corporation, a Delaware corporation (the “Company”), and Stephen D. Allison (the “Executive”) (together, the “parties”).

SEVERANCE BENEFITS AGREEMENT
Severance Benefits Agreement • August 30th, 2004 • Gensym Corp • Services-prepackaged software • Massachusetts

This SEVERANCE BENEFITS AGREEMENT (the “Agreement”), made this 30th day of August, 2004 is entered into by and between Gensym Corporation, a Delaware corporation (the “Company”), and Lowell B. Hawkinson (the “Executive”) (together, the “parties”).

STOCKHOLDER AGREEMENT
Stockholder Agreement • August 13th, 2007 • Gensym Corp • Services-prepackaged software • Delaware

STOCKHOLDER AGREEMENT, dated as of August 13, 2007 (this “Agreement”), among the stockholders listed on the signature page(s) hereto (collectively, “Stockholders” and each individually, a “Stockholder”), Gensym Corporation, a Delaware corporation (the “Company”) and Versata Enterprises, Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.

Gensym Corporation OEM AGREEMENT
Oem Agreement • June 6th, 2007 • Gensym Corp • Services-prepackaged software • Massachusetts

This OEM Agreement (the “Agreement”) is dated as of the last date following the signatures hereto (the “Agreement Date”), and is entered by and between Gensym Corporation, a Delaware corporation with its principal address of 52 Second Avenue, Burlington, Massachusetts 01803 (“Gensym”) and Integration Objects, an Offshore Tunisian corporation with its principal offices at Immeuble Carthago c/o AMEX, les Berges-du-Lac, 2045 Tunis, Tunisia.

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