Primus Knowledge Solutions Inc Sample Contracts

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EXHIBIT 2.01 AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • February 4th, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software • Georgia
RECITALS
Registration Rights Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • Washington
RECITALS
Separation Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • Washington
THIRD AMENDMENT TO JOINT VENTURE AGREEMENT
Joint Venture Agreement • March 20th, 2002 • Primus Knowledge Solutions Inc • Services-prepackaged software
DATED AS OF
Registration Rights Agreement • March 23rd, 2000 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
LOAN AGREEMENT
Loan Agreement • August 14th, 2001 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington
EXHIBIT 10.23 LEASE AMENDMENT I
Primus Knowledge Solutions Inc • April 30th, 1999
LEASE AMENDMENT IV
Primus Knowledge Solutions Inc • March 20th, 2002 • Services-prepackaged software
AGREEMENT AND PLAN OF MERGER BY AND AMONG ART TECHNOLOGY GROUP, INC., AUTOBAHN ACQUISITION, INC. AND PRIMUS KNOWLEDGE SOLUTIONS, INC.
Agreement and Plan of Merger • August 18th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware

This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of August 10, 2004, among Art Technology Group, Inc., a Delaware corporation (“Parent”), Autobahn Acquisition, Inc., a Washington corporation and a wholly owned first-tier subsidiary of Parent (“Merger Sub”), and Primus Knowledge Solutions, Inc., a Washington corporation (the “Company”).

Exhibit 10.13 PRIMUS COMMUNICATIONS CORPORATION SUPPORT AND MAINTENANCE AGREEMENT
Support and Maintenance Agreement • April 30th, 1999 • Primus Knowledge Solutions Inc • California
LEASE AMENDMENT V
Primus Knowledge Solutions Inc • March 27th, 2003 • Services-prepackaged software

The parties to this Amendment are Westlake Center Associates Limited Partnership, a Washington limited partnership, hereinafter called “Lessor”, and PRIMUS KNOWLEDGE SOLUTIONS, INC. formerly doing business as PRIMUS COMMUNICATIONS, formerly known as SYMBOLOGIC CORPORATION hereinafter called “Lessee.”

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SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 24th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware

SHARE PURCHASE AGREEMENT, DATED AS OF December 22, 2003 (this “Agreement“), by and among Primus Knowledge Solutions, Inc., a Washington corporation (“Parent“), Amacis Group Limited, a corporation organized under the Companies (Tables A to F) Regulations (Northern Ireland) (Number NI 45134) (“Company“), each of the holders of shares in the share capital of Company (the “Shareholders”) and, solely for purposes of Article VII, Bryan Keating, as the agent for the Shareholders (“Holders’ Representative”).

RECITAL
Change of Control Agreement • June 7th, 1999 • Primus Knowledge Solutions Inc • Services-prepackaged software
PRIMUS KNOWLEDGE SOLUTIONS, INC. KEY EMPLOYEE NON-COMPETITION AND NON- SOLICITATION AGREEMENT
Primus Knowledge • March 26th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington

This Key Executive Non-Competition and Non-Solicitation Agreement (“Agreement”) is dated as of November 13, 2003, and is made between Primus Knowledge Solutions, Inc., a Washington corporation, and all of its now existing and future acquired affiliates, including wholly owned subsidiaries (“Primus”), and Michael A. Brochu (“Executive”).

AGREEMENT AND PLAN OF REORGANIZATION by and among PRIMUS KNOWLEDGE SOLUTIONS, INC., BROAD DAYLIGHT, INC., Q MERGER CORP. and solely for purposes of Article VII HEIDI ROIZEN, as Holders’ Representative Dated as of August 11, 2003
Agreement and Plan of Reorganization • August 14th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software • Delaware

AGREEMENT AND PLAN OF REORGANIZATION, DATED AS OF August 11, 2003 (this “Agreement”), by and among Primus Knowledge Solutions, Inc., a Washington corporation (“Parent”), Q Merger Corp., a wholly-owned Delaware subsidiary of Parent (“Sub“), Broad Daylight, Inc., a Delaware corporation (“Company”), and, solely for purposes of Article VII, Heidi Roizen as the agent for the Share Recipients (as defined below) (“Holders’ Representative”).

VOTING AGREEMENT
Voting Agreement • August 18th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington

This Voting Agreement (the “Agreement”) is made and entered into as of August 10, 2004, between Art Technology, Inc., a Delaware corporation (“Parent”), and the undersigned shareholder (“Shareholder”) of Primus Knowledge Solutions, Inc., a Washington corporation (the “Company”).

Re: Addendum Two to Amended and Restated Distribution Agreement (“Distribution Agreement”), effective March 31, 2000, as amended, between Primus Knowledge Solutions, Inc. (“Primus”) and Primus Knowledge Solutions, KK. (“Distributor”)
Distribution Agreement • November 7th, 2002 • Primus Knowledge Solutions Inc • Services-prepackaged software

We have recently discussed a number of issues with respect to our Agreement. This Addendum Two will clarify and memorialize our agreement on these points. Except as otherwise expressly defined in this Amendment, capitalized terms shall have the meanings ascribed to them in the Distribution Agreement.

Re: Addendum Five to Amended and Restated Distribution Agreement (“Distribution Agreement”), effective March 31, 2000, as amended, between Primus Knowledge Solutions, Inc. (“Primus”) and Primus Knowledge Solutions, KK. (“Distributor”)
Distribution Agreement • November 14th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software

We have recently discussed a number of issues with respect to our Agreement. This Addendum Five will clarify and memorialize our agreement on these points. Except as otherwise expressly defined in this Amendment, capitalized terms shall have the meanings ascribed to them in the Distribution Agreement.

AGREEMENT
Agreement • March 26th, 2004 • Primus Knowledge Solutions Inc • Services-prepackaged software • Washington

THIS AGREEMENT (“Agreement”) is made and entered into as of the 31st day of October, 2003, between PRIMUS KNOWLEDGE SOLUTIONS, INC., a Washington corporation (“Primus”) and MICHAEL BROCHU (“Executive”).

May 1, 2003 Primus Knowledge Solutions, KK Ebisu Prime Sq. Tower
Distribution Agreement • November 14th, 2003 • Primus Knowledge Solutions Inc • Services-prepackaged software
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