TRX Inc/Ga Sample Contracts

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AGREEMENT
Contribution Agreement • February 18th, 2000 • TRX Inc/Ga • Georgia
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
Shareholders Agreement • February 18th, 2000 • TRX Inc/Ga • Georgia
AND
Software License Agreement • February 18th, 2000 • TRX Inc/Ga • Georgia
] SHARES TRX, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • June 17th, 2005 • TRX Inc/Ga • Services-business services, nec • New York
AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 21st, 2007 • TRX Inc/Ga • Services-business services, nec • Georgia

This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 7, 2005, by and between TRX, INC., a Georgia corporation (the “Borrower”), and BANK OF AMERICA, N.A. (the “Lender”).

EXHIBIT A JOINT FILING AGREEMENT
Joint Filing Agreement • January 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

This Agreement is dated as of January 22, 2009 by and among Mercury Fund VII, Ltd. (“Mercury VII”), Mercury Fund VIII, Ltd., (“Mercury VIII”), Mercury Ventures II, Ltd. (“Mercury Ventures II”), Mercury Management, L.L.C. (“Mercury Management”) and Kevin C. Howe (“Mr. Howe”).

e-TRX LIMITED AND HOGG ROBINSON PLC
Software Support Agreement • August 18th, 2005 • TRX Inc/Ga • Services-business services, nec

Pursuant to the Amended and Restated Software Licence as defined below, ETRX has granted to HR the right and licence to use certain software programs and related user documentation.

CREDIT AGREEMENT Dated as of May 30, 2008 among TRX, INC., as Borrower and ATLANTIC CAPITAL BANK, as Lender
Credit Agreement • August 14th, 2008 • TRX Inc/Ga • Services-business services, nec • Georgia

This CREDIT AGREEMENT is entered into as of May 30, 2008, by and between TRX, INC., a Georgia corporation (the “Borrower”), and ATLANTIC CAPITAL BANK, as Lender (the “Lender”).

E-TRX LIMITED AND HOGG ROBINSON PLC
Software Development Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

e-TRX LIMITED a company incorporated in England and Wales (registered no. 3841799), whose registered office is at Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH (“ETRX”); and

TRX FULFILLMENT SERVICES AGREEMENT
Fulfillment Services Agreement • August 18th, 2005 • TRX Inc/Ga • Services-business services, nec • California

This TRX Fulfillment Services Agreement (the “Agreement”) is entered into by and between Hotwire, Inc., formerly Cimo Inc., a Delaware corporation (“Hotwire”), with its principal place of business at 333 Market Street, San Francisco, CA 94105 and TRX Fulfillment Services, LLC, a Georgia limited liability company (“TRX”) located at 6 West Druid Hills Drive, Atlanta, GA 30329 effective as of the 1st day of October, 2003 (the “Effective Date”).

AMENDED AND RESTATED SERVICE BUREAU SOFTWARE SERVICES AGREEMENT
Service Bureau Software Services Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec

THIS AMENDED AND RESTATED SERVICE BUREAU SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made effective as of January 1st 2004 between

TRAVEL TECHNOLOGIES GROUP, L.P. d/b/a TRAVEL TECHNOLOGIES GROUP SERVICE BUREAU AGREEMENT
Service Bureau Agreement • August 18th, 2005 • TRX Inc/Ga • Services-business services, nec • New York
DATE 3rd October 2001 EXPEDIA INC and e-TRX LIMITED AGREEMENT FOR THE PROVISION OF SERVICES
Agreement for the Provision of Services • September 9th, 2005 • TRX Inc/Ga • Services-business services, nec • England

Please remember to bring a valid travel document. It may be necessary for passengers to obtain visas for transit or entry purposes to certain destinations. Passengers are reminded to check requirements with the relevant embassy

TRX, INC. WARRANT AGREEMENT
Warrant Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

This Warrant Agreement (the “Agreement”) is entered into as of the 24th day of July, 2000 (the “Effective Date”), by and between TRX, Inc., a Georgia corporation (the “Company”) and American Express Travel Related Services Company, Inc., a New York corporation (“Holder”).

WITNESSETH
Employment Contract • March 13th, 2000 • TRX Inc/Ga • Services-business services, nec • Georgia
SEPARATION AGREEMENT AND GENERAL RELEASE
Separation Agreement • May 20th, 2009 • TRX Inc/Ga • Services-business services, nec • Georgia

This Separation Agreement and General Release (“Separation Agreement”) is entered into by and between VICTOR PYNN (“Employee”), and TRX INC., a Georgia corporation (“TRX”), effective as of the Effective Date as defined herein.

TRX DATA SERVICES, INC. SERVICE AGREEMENT
Service Agreement • August 18th, 2005 • TRX Inc/Ga • Services-business services, nec

This Service Agreement (this “Agreement”) is made and entered into this 1st day of July 1st, 2004 (the “Effective Date”) by and between TRX Data Services, Inc. a Virginia corporation with offices located at 8405 Greensboro Drive, Suite 140, McLean, VA 22102 USA (hereinafter “TRX”) and American Express Travel Related Services Company, Inc., with offices located at World Financial Center, 200 Vessey Street, New York, New York 10285 (hereinafter “Client”).

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WITNESSETH:
Employment Contract • March 13th, 2000 • TRX Inc/Ga • Services-business services, nec • Georgia
SHAREHOLDERS AGREEMENT
Shareholder Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS SHAREHOLDERS AGREEMENT (the “Agreement”), is made and entered into as of the 21st day of January 2004, by and among TRX, Inc., a Georgia corporation (the “Corporation”), BCD Technology, S.A., a company organized under the laws of the country of Luxembourg (“BCD”), and Michael A. Buckman (“Shareholder”).

SABRE LICENSE AGREEMENT
Sabre License Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Texas

This Sabre License Agreement (“Agreement”) is made by and between Sabre Inc. (“Sabre”) and TRX Technology Services, L.P. (“Customer”) as of the data signed by Sabre below.

LEASE
Lease Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec

disadvantaged in relation to §2 of those conditions. Should §4, par. (1) of the conditions prove inapplicable and/or the required approval not be granted, the parties undertake to come to an acceptable arrangement which closely approaches the agreed escalator clause in this agreement.

FIRST AMENDMENT TO PROMISSORY NOTE
Promissory Note • February 23rd, 2009 • TRX Inc/Ga • Services-business services, nec

THIS FIRST AMENDMENT TO PROMISSORY NOTE (“Amendment”) is made as of this 7th day of November, 2008, by and between TRX, Inc., a Georgia corporation (“Borrower”) and Hi-Mark, LLC, a Delaware limited liability company (“Lender”), and amends the Promissory Note made by Borrower in favor of Lender dated as of January 11, 2007 (the “Note”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Note.

AMENDED AND RESTATED SOFTWARE LICENCE AGREEMENT
Software Licence Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT
Senior Secured Convertible Promissory Note Conversion Agreement • July 27th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS SENIOR SECURED CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of the 8th day of July, 2005 by and between TRX, Inc., a Georgia corporation (the “Company”), and Hogg Robinson Holdings BV (the “Noteholder”).

EMPLOYMENT CONTRACT
Employment Contract • February 21st, 2007 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS EMPLOYMENT CONTRACT made as of the 1st day of December, 2003 (the “Effective Date”) between Shane Hammond (hereinafter referred to as “Employee”) and TRX, Inc., a Georgia corporation (hereinafter referred to as the “Company”).

ASSET PURCHASE AGREEMENT by and among TRX, INC., HI-MARK, LLC, HI-MARK TRAVEL SYSTEMS, INC., INTEGRATED PROFITMARK CORPORATION, LLC and the OWNER ENTITY SHAREHOLDERS December 7, 2006
Asset Purchase Agreement • February 21st, 2007 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of December 7, 2006, is made and entered into by and among TRX, INC, a Georgia corporation (“Buyer”), HI-MARK, LLC, a Delaware limited liability company (“Seller”), HI-MARK TRAVEL SYSTEMS, INC., a Georgia corporation (“HMTS”), INTEGRATED PROFITMARK CORPORATION, LLC, a Delaware limited liability company (“ProfitMark”), KEVIN AUSTIN, a Georgia resident (“K. Austin”), DIANE AUSTIN, a Georgia resident (“D. Austin”) and CHARLES BRADSHER, a Georgia resident (“C. Bradsher”, and together with K. Austin and D. Austin, the “Owner Entity Shareholders”). Each of HMTS and ProfitMark is referred to herein individually as an “Owner” and collectively as the “Owners.”

AMENDED AND RESTATED ETRX LOAN AGREEMENT
Loan Agreement • June 17th, 2005 • TRX Inc/Ga • Services-business services, nec • England

THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”) is stipulated by and between (1) Hogg Robinson plc, whose registered office is Abbey House, 282 Farnborough Road, Farnborough, Hampshire, GUI 4 7NJ, UK (hereinafter “Lender”); and (2) e-TRX Limited, Sutherland House, Russell Way, Crawley, West Sussex, RH10 1UH, UK (hereinafter “Borrower”) as of the 1st day of January, 2004 (the “Effective Date”).

CAPITAL CONTRIBUTION AGREEMENT
Capital Contribution Agreement • May 9th, 2005 • TRX Inc/Ga • Services-business services, nec • Georgia

THIS CAPITAL CONTRIBUTION AGREEMENT (this “Agreement”), dated as of December 30, 2004, is made among BANK OF AMERICA, N.A. (the “Lender”), TRX, Inc., a Georgia corporation (the “Borrower”), and BCD HOLDINGS N.V., a corporation organized under the laws of the Netherlands Antilles (the “Parent”). All terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement described below. Without limitation of the foregoing, each reference to “Dollars” or “$” shall mean lawful money of the United States of America.

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