Wilshire Enterprises Inc Sample Contracts

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 18th, 2007 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

This Indemnification Agreement ("Agreement") is made as of ________ __, 200_ by and between Wilshire Enterprises, Inc., a Delaware corporation (the "Company"), and ______________ ("Indemnitee").

EXHIBIT 10.35 PURCHASE AGREEMENT BETWEEN WILSHIRE ENTERPRISES, INC. AND INTERSTATE EAST MANAGEMENT, INC. DATED MARCH 23, 2005. [GRAPHIC]
Purchase Agreement • March 31st, 2005 • Wilshire Oil Co of Texas • Operators of apartment buildings • Georgia
WILSHIRE ENTERPRISES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent QUALIFIED OFFER PLAN RIGHTS AGREEMENT Dated as of December 4, 2008
Rights Agreement • December 4th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

Qualified Offer Plan Rights Agreement, dated as of December 4, 2008 (“Agreement”), between Wilshire Enterprises, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT dated as of December 6, 2006 between WILSHIRE ENTERPRISES, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Rights Agent
Stockholder Protection Rights Agreement • December 7th, 2006 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

AMENDED AND RESTATED STOCKHOLDER PROTECTION RIGHTS AGREEMENT (as it may be amended from time to time, this “Agreement”), dated as of December 6, 2006, between WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a limited purpose trust company organized under the banking laws of the State of New York, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

BY-LAWS AS AMENDED AND RESTATED THROUGH JUNE 11, 1998
By-Laws • August 14th, 1998 • Wilshire Oil Co of Texas • Crude petroleum & natural gas
Texas] Loan No. 20028043003 Property Name: Wellington Apartments MULTIFAMILY DEED OF TRUST, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING
Multifamily Deed of Trust, Security Agreement, Assignment of Rents and Fixture Filing • March 31st, 2003 • Wilshire Oil Co of Texas • Crude petroleum & natural gas • Texas
AGREEMENT AND PLAN OF MERGER Among WILSHIRE ENTERPRISES, INC., NWJ APARTMENT HOLDINGS CORP. and NWJ ACQUISITION CORP. Dated as of June 13, 2008
Merger Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2008 (this “Agreement”), among NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”), NWJ ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).

Purchase Agreement dated October 19, 2005 between Wilshire Enterprises, Inc. and Citadel Equity Group, LLC PURCHASE AGREEMENT
Purchase Agreement • March 31st, 2006 • Wilshire Enterprises Inc • Operators of apartment buildings • New Jersey
FORM OF VOTING AGREEMENT
Voting Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 13, 2008, among NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”), and the undersigned Stockholder (the “Stockholder”) of WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).

GUARANTY AGREEMENT
Guaranty Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

AGREEMENT dated June 13, 2008 by NWJ Companies Inc., a Delaware corporation, and Nickolas W. Jekogian III (individually a “Guarantor” and collectively the “Guarantors”) for the benefit of WILSHIRE ENTERPRISES, INC. (the “Company”), a Delaware corporation.

HOTEL PURCHASE AGREEMENT
Hotel Purchase Agreement • November 14th, 2005 • Wilshire Enterprises Inc • Operators of apartment buildings • New Jersey

THIS HOTEL PURCHASE AGREEMENT (this “Agreement”) is made as of September _____ 2005 (the “Effective Date”), by and between WO GRAND HOTEL, LLC, a New Jersey limited liability company, having an address c/o Wilshire Enterprises, Inc, One Gateway Center, 10th Floor, Newark, New Jersey 07102 (“Seller”), and 350 PLEASANT VALLEY HOTEL ASSOCIATES, L.L.C., a New Jersey limited liability company with an address at 131 U.S. Route 46, Suite 45, Lodi, New Jersey 07644 (“Buyer”).

EXHIBIT 10.32 EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND DANIEL C. PRYOR
Employment Agreement • March 31st, 2005 • Wilshire Oil Co of Texas • Operators of apartment buildings • New Jersey
Wilshire Enterprises, Inc.
Letter Agreement • March 31st, 2009 • Wilshire Enterprises Inc • Operators of apartment buildings

Reference is made to the letter agreement, dated as of March 29, 2004, by and between Wilshire Enterprises, Inc. and you (the "Letter Agreement").

Purchase Agreement dated July 29, 2005 between Twelve Oaks Management, LLC and Wilshire Enterprises, Inc.
Purchase Agreement • August 12th, 2005 • Wilshire Enterprises Inc • Operators of apartment buildings • Georgia

As a result of the efforts of Southeast Apartment Partners LLC ("Broker"), a licensed real estate broker, the undersigned purchaser ("Purchaser"), agrees to buy, and the undersigned seller ("Seller"), agrees to sell, as of this date, July 29, 2005, subject to the terms and conditions set forth herein, all that tract of land known as 72 units known as Twelve Oaks Apartments, 634 Roy Huie Road, Riverdale, GA 30274, Property ID: 13-139a-00b-0022 (See Attached Legal Description “Exhibit A”) attached hereto and by this reference made a part hereof, together with all improvements now located thereon, including, but not limited to, all electrical, mechanical, plumbing and other systems and all fixtures located therein and thereon, and all personal property owned by Seller used specifically for the use of this property and also all that property that is used by the tenants and owned by Seller and located therein, as well as plants, trees and shrubbery thereon and the related tenant leases and

TERMINATION AGREEMENT TERMINATING AGREEMENT AND PLAN OF MERGER
Termination Agreement • December 4th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

TERMINATION AGREEMENT, dated as of December 3, 2008 (this “Agreement”), terminating the AGREEMENT AND PLAN OF MERGER, dated as of June 13, 2008 (the “Merger Agreement”), among NWJ APARTMENT HOLDINGS CORP., a Maryland corporation (“Parent”), NWJ ACQUISITION CORP., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”) and WILSHIRE ENTERPRISES, INC., a Delaware corporation (the “Company”).

FIRST AMENDMENT TO
Stockholder Protection Rights Agreement • June 16th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

This First Amendment to Amended and Restated Stockholder Protection Rights Agreement (this Amendment") is entered into as of June 13, 2008, between Wilshire Enterprises, Inc., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a limited purpose trust company organized under the banking laws of the State of New York, as rights agent (the "Rights Agent").

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Loan No. 20028030004 Property Name: Alpine Village Apartments MULTIFAMILY MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING
Multifamily Mortgage, Security Agreement, Assignment of Rents and Fixture Filing • March 31st, 2003 • Wilshire Oil Co of Texas • Crude petroleum & natural gas
OPERATING LEASE between WO GRAND HOTEL, LLC, Landlord And PLEASANT VALLEY 350 CATERING ASSOCIATES, L.L.C., Tenant Leased Property: Catering Facility Wilshire Grand Hotel 350 Pleasant Valley Way West Orange, New Jersey
Operating Lease • November 14th, 2005 • Wilshire Enterprises Inc • Operators of apartment buildings • New Jersey

OPERATING LEASE (this “Lease”), dated as of September _____, 2005, between WO GRAND HOTEL, LLC, a New Jersey limited liability company, having an address c/o Wilshire Enterprises, Inc. One Gateway Center, 10th Floor, Newark, New Jersey 07102 (“Landlord) and PLEASANT VALLEY 350 CATERING ASSOCIATES, L.L.C., a New Jersey limited liability company with an address at 131 U.S. Route 46, Suite 45, Lodi, New Jersey 07644 (“Tenant”).

EAST HANOVER, NEW JERSEY STANDARD OFFICE LEASE
Standard Office Lease • August 5th, 2011 • Wilshire Enterprises Inc • Operators of apartment buildings
EXHIBIT 10.33 EMPLOYMENT LETTER BETWEEN THE COMPANY AND SETH H. UGELOW
Employment Agreement • March 31st, 2005 • Wilshire Oil Co of Texas • Operators of apartment buildings • New Jersey
Agreement for Purchase and Sale dated as of July 29, 2005 between Avondale Multi-Family Limited Partnership and Wilshire Enterprises, Inc.
Purchase and Sale Agreement • August 12th, 2005 • Wilshire Enterprises Inc • Operators of apartment buildings • Arizona

This Agreement for Purchase and Sale (“Agreement”) is dated as of July _____, 2005 (the “Effective Date”), and is entered into between AVONDALE MULTI-FAMILY LIMITED PARTNERSHIP, an Arizona limited partnership (“Seller”), and WILSHIRE ENTERPRISES, INC., a New Jersey corporation (“Purchaser”) (collectively, the “Parties”, or individually, the “Party”).

OPERATING AGREEMENT OF WO GRAND HOTEL, LLC (A New Jersey Limited Liability Company) Dated as of June 2, 2005
Operating Agreement • August 12th, 2005 • Wilshire Enterprises Inc • Operators of apartment buildings • New Jersey

OPERATING AGREEMENT of WO GRAND HOTEL, LLC dated as of June 2, 2005, by and among (i) WO GRAND HOTEL, LLC, a New Jersey limited liability company, with offices at 350 Pleasant Valley Way, West Orange, New Jersey 07052 (the “Company”); (ii) WILSHIRE ENTERPRISES, INC., a Delaware corporation, with offices at 1 Gateway Center, Newark, New Jersey 07102 (“Wilshire” or “Managing Member”); and (iii) PROUD THREE, LLC, a New Jersey limited liability company, with offices at c/o Herrick, Feinstein LLP, 2 Penn Plaza, Newark, New Jersey 07105, attn: Daniel A. Swick, Esq. (“Proud Three”).

JOINT FILING AGREEMENT
Joint Filing Agreement • April 21st, 2003 • Wilshire Oil Co of Texas • Crude petroleum & natural gas

In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13D (including amendments thereto) with regard to the common stock of Wilshire Oil Company of Texas and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings; provided that, as contemplated by Section 13d-1(f)(1)(ii), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

AMENDMENT NO. 1 TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT
Qualified Offer Plan Rights Agreement • March 12th, 2010 • Wilshire Enterprises Inc • Operators of apartment buildings • Delaware

THIS AMENDMENT TO QUALIFIED OFFER PLAN RIGHTS AGREEMENT (this “Amendment”), dated as of March 11, 2010, is between Wilshire Enterprises, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as rights agent (the “Rights Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 8th, 2008 • Wilshire Enterprises Inc • Operators of apartment buildings • New Jersey

EMPLOYMENT AGREEMENT (“Agreement”), dated as of December 8, 2008, by and between Wilshire Enterprises, Inc., a Delaware corporation (the “Employer”), and Kevin B. Swill, an individual[*****] (the “Executive”).

SETTLEMENT AGREEMENT
Settlement Agreement • April 3rd, 2009 • Wilshire Enterprises Inc • Operators of apartment buildings • New York

WHEREAS, as of the date of this Agreement, the Bulldog Investors Beneficially Own (as defined below) and have the right to vote, 1,471,893 shares of common stock, $1.00 par value, of the Company (the “Company Common Stock”), representing approximately 18.57% of the outstanding Company Common Stock;

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