Tarsier Ltd. Sample Contracts

CAPITAL STOCK OF
Share Exchange Agreement • February 28th, 2005 • China International Enterprises Corp. • New Jersey
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SECURITY AGREEMENT
Security Agreement • March 3rd, 2016 • Tarsier Ltd. • Electric lighting & wiring equipment • Nevada

This SECURITY AGREEMENT (the “Security Agreement”) dated effective as of January 29, 2016, is executed by and among TARSIER SYSTEMS LTD., a New York corporation (referred to as the “Debtor”), with its chief executive offices located at 475 Park Avenue South, 30th Floor, New York, New York 10016, and TCA Global Credit Master Fund, LP (the “Secured Party”).

SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT IN THE MAXIMUM AMOUNT OF US$15,000,000 BY AND AMONG TARSIER LTD. as Borrower, TARSIER SYSTEMS, LTD., as Joint and Several Guarantor, AND TCA GLOBAL CREDIT MASTER FUND, LP, as Lender Effective as of...
Senior Secured Revolving Credit Facility Agreement • March 3rd, 2016 • Tarsier Ltd. • Electric lighting & wiring equipment • Nevada

This SENIOR SECURED REVOLVING CREDIT FACILITY AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated effective as of January 29, 2016 (the “Effective Date”), is executed by and among: (i) TARSIER LTD., a corporation incorporated under the laws of the State of Delaware (the “Borrower”); (ii) TARSIER SYSTEMS LTD., a corporation incorporated under the laws of the State of New York (the “Corporate Guarantor”); (iii) any Person to hereafter become a Subsidiary of the Borrower pursuant to Section 3.21 hereof, and any Person that from time to time may hereafter become liable for the Obligations, or any part thereof, as joint and several guarantors (the “Additional Guarantors”)(the Corporate Guarantor and the Additional Guarantors together, jointly and severally, the “Guarantors,” and together with the Borrower, the “Credit Parties”); and (iv) TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cay

PLEDGE AND ESCROW AGREEMENT
Pledge and Escrow Agreement • March 3rd, 2016 • Tarsier Ltd. • Electric lighting & wiring equipment • Florida

THIS PLEDGE AND ESCROW AGREEMENT (“Agreement”) is dated effective as of January 29, 2016, by and between TARSIER LTD., a Delaware corporation (the “Pledgor”), and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Secured Party”), with the joinder of DAVID KAHAN, P.A. (“Escrow Agent”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 1st, 2015 • Huayue Electronics, Inc. • Electric lighting & wiring equipment • New York

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 22 day of April 2015 (the “Effective Date”), by and between Huayue Electronics Inc., a Delaware corporation (the “Company”), and Isaac H. Sutton (the “Executive”).

ASSIGNMENT AND ASSUMPTION and MANAGEMENT AGREEMENT
Management Agreement • November 13th, 2007 • HXT Holdings, Inc. • Wholesale-computers & peripheral equipment & software • Delaware

This Assignment and Assumption and Management Agreement (this “Agreement) is made and entered into on June 29, 2007, by and among the following parties (each, a “Party” and collectively, the “Parties”): China Software Technology Group Co., Ltd., a Delaware corporation (the “Company”), HXT Holdings, Inc., a Delaware corporation (the “Operating Subsidiary”), and Yuan Qing Li (the “Manager”).

INTEREST PURCHASE AGREEMENT dated as of September 10, 2015 among GOCOM CORPORATION, and HUAYUE ELECTRONICS INC.
Interest Purchase Agreement • September 15th, 2015 • Huayue Electronics, Inc. • Electric lighting & wiring equipment • Nevada

This Interest Purchase Agreement (this “Agreement”), dated as of September 10, 2015, is by and among GOCOM CORPORATION, a Nevada corporation (“GoCOM”) and HUAYUE ELECTRONICS INC., a Delaware corporation (“HUAY”). GoCOM and HUAY are separately referred to herein as a “Party” and, together, as the “Parties.”

ENTRUSTED MANAGEMENT AGREEMENT BETWEEN Pan Shudong AND HXT Holding, Inc. As of September 2, 2011
Entrusted Management Agreement • September 2nd, 2011 • HXT Holdings, Inc. • Wholesale-computers & peripheral equipment & software

This Entrusted Management Agreement (the "Agreement") is entered into as of the 2nd day of September, 2011 in Changzhou, Jiangsu Province, P. R. China, by:

Bidding Contract
Bidding Contract • December 3rd, 2008 • HXT Holdings, Inc. • Wholesale-computers & peripheral equipment & software

Jindezhen Housing Fund Office (“The Buyer”) publicly tender for the project of “Minicomputer and Software System Integration of Jingdezhen Fund Management Center”, and Shenzhen Hengtaifeng Technology Co., Ltd. (“The Seller”), according to the assessment of bidding commission, is the bidder, hereby shall perform the obligations for the Buyer described herein, faithfully and to the best of its ability.

PARTNERSHIP INTEREST PURCHASE AGREEMENT
Partnership Interest Purchase Agreement • May 1st, 2015 • Huayue Electronics, Inc. • Electric lighting & wiring equipment • Delaware

This PARTNERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 23, 2015, by and between Huayue Electronics Inc., a Delaware corporation (the “Purchaser”), Sutton Global Associates Inc., a Nevada corporation (the “Seller”), and SavWatt Kazakhstan Ltd., a limited liability partnership formed under the laws of Kazakhstan (the “Company”).

MANAGEMENT AGREEMENT
Management Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment • New York

This MANAGEMENT AGREEMENT (“Agreement”) is made as of the 30th day of December, 2016 by and between 1-800 NY BULBS LIMITED, a New York corporation with its principal place of business located at 620 Fayette Avenue, Mamaroneck, N.Y. 10543 (the “Company”), and NY BULBS MANAGEMENT LLC, a New York limited liability company having its principal place of business at 9 Tyler Road, Scarsdale, N.Y. 10583 (the “Manager”).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment

This FIRST AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is dated effective as of the 30th day of December, 2016 (the “Effective Date”), by and between TARSIER LTD, a corporation incorporated under the laws of the State of Delaware (the “Borrower”), TARSIER SYSTEMS LTD., a corporation incorporated under the laws of the State of New York (the “Corporate Guarantor”) (the Borrower and the Corporate Guarantor hereinafter sometimes collectively referred to as the “Credit Parties”) and TCA GLOBAL CREDIT MASTER FUND, LP, a Cayman Islands limited partnership (the “Lender”).

ASSET PURCHASE AGREEMENT by and between TARSIER SYSTEMS, LTD And DEMANSYS ENERGY, INC., December 1, 2015
Asset Purchase Agreement • March 3rd, 2016 • Tarsier Ltd. • Electric lighting & wiring equipment • New York
Hengtaifeng Technology Co., Ltd Product Sales Contract Buyer: Jiangsu Qihan Machine Tool Co., Ltd (“The Buyer” hereinafter) Seller: Shenzhen Hengtaifeng Technology Co., Ltd. (“The Seller” hereinafter) Contract No.: SH2007- Q004 Date: April 16, 2007
Product Sales Contract • December 3rd, 2008 • HXT Holdings, Inc. • Wholesale-computers & peripheral equipment & software

This contract is signed by and between the Buyer and the Seller; whereby the buyer agrees to buy and the seller agrees to sell the under-mentioned devices/goods subject to the terms and conditions as stipulated hereinafter.

AMMENDMENT TO THE ASSET PURCHASE AGREEMENT Dated December 1, 2015 BETWEEN TARSIER LTD. AND DEMANSYS ENERGY INC.
Asset Purchase Agreement • March 3rd, 2016 • Tarsier Ltd. • Electric lighting & wiring equipment

The following Amendment made on December 30, 2015 between Tarsier Systems Ltd and DemanSYS Energy LLC amends and overrides the Asset purchase Agreement entered into on December 1, 2015 between the parties.

HUAYUE ELECTRONICS INC. SHAREHOLDERS AGREEMENT Dated as of June 12, 2015
Shareholders Agreement • June 25th, 2015 • Huayue Electronics, Inc. • Electric lighting & wiring equipment • Delaware

THIS SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2015 (the “Effective Date”), by and among Huayue Electronics Inc. (the “Company”) and the shareholders of the Company signatory hereto (the “Shareholders”).

TRANSFER AGREEMENT
Transfer Agreement • October 24th, 2011 • HXT Holdings, Inc. • Electric lighting & wiring equipment

This Transfer Agreement (this “Agreement”) is made and entered into as of September 2, 2011, by and among the following parties (each, a “Party” and collectively, the “Parties”): HXT Holdings, Inc., a Delaware corporation (the “Company”) and Li Yuan Qing (the “Manager”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • June 25th, 2015 • Huayue Electronics, Inc. • Electric lighting & wiring equipment • New York

STOCK PURCHASE AGREEMENT, dated as of June 12, 2015 (the “Agreement”) by and between Huayue Electronics, Inc., an Delaware corporation having an address at 475 Park Avenue, 30th Floor, New York, New York 10016 (“Seller”), and Shudong Pan, an individual having an address at 51 Huilingxi Road, Zhouhuizheng, Wujin District, Changzhou, Jiangsu Province, P.R. China 213022 (“Buyer”).

ESCROW AGREEMENT
Escrow Agreement • March 3rd, 2016 • Tarsier Ltd. • Electric lighting & wiring equipment • New York

THIS ESCROW AGREEMENT (the “Agreement”) is made and entered into as of December 30, 2015, by and among Tarsier Ltd., a Delaware corporation (“Parent”), Tarsier Systems, Ltd, a New York limited liability company (“Buyer”), Demansys Energy, Inc., a Delaware corporation (“Seller”), and Westerman Ball Ederer Miller Zucker & Sharfstein LLP (the “Escrow Agent”).

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Government Purchase Product Sales Contract
Government Purchase Product Sales Contract • December 3rd, 2008 • HXT Holdings, Inc. • Wholesale-computers & peripheral equipment & software

This contract is signed by and between Shenzhen Hengtaifeng Technology Co., Ltd. (“Seller”) and Shijiazhuang Housing Fund Center (“Buyer”) in accordance with No. HBTD-07031 bidding document, “Tendering and Bidding Letter” and Bidding Notice. The two parties hereto agree to undertake all obligations and commitments under the “Contract Law of People’s Republic of China”.

ESCROW AGREEMENT
Escrow Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment • New York

This Escrow Agreement (the “Agreement”), dated as of December 30, 2016, is by and among each of Randall D. Satin and Lawrence Merson (each, a “Seller” and, collectively, the “Sellers”); Tarsier Ltd., a Delaware corporation ( “Buyer”); and Westerman Ball Ederer Miller & Sharfstein, LLP and its agents (“Westerman Ball” or the “Escrow Agent”). Reference is made to that certain Stock Purchase Agreement dated as of December 30, 2016 (the “Purchase Agreement”) by and between Sellers and Buyer. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed thereto in the Purchase Agreement.

AGREEMENT AND PLAN OF MERGER
Merger Agreement • October 24th, 2011 • HXT Holdings, Inc. • Electric lighting & wiring equipment • Delaware

Merger Agreement (the “Agreement”) dated as of September 2, 2011 by and among HXT Holdings, Inc., a corporation formed under the laws of the State of Delaware (“HXTH”), HXT Acquisition Corp., a corporation newly formed under the laws of the State of Delaware and a wholly owned subsidiary of HXTH (the “Merger Sub”), and China Metal Holding, Inc., a corporation formed under the laws of the State of Delaware (“China Metal”).” HXTH, the Merger Sub, and China Metal are referred to herein individually as a “Party” and collectively as the “Parties.”

STOCK PURCHASE AGREEMENT AMONG TARSIER LTD. AND Mr. Randall D. Satin AND MR. Lawrence Merson December 30, 2016 STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • January 11th, 2017 • Tarsier Ltd. • Electric lighting & wiring equipment • New York

THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of December 30, 2016 (the “Effective Date”), by and among TARSIER LTD., a Delaware corporation with a principal business address at 655 Madison Avenue, 3rd Floor, New York, NY 10065 (“Buyer”), and Mr. Randall D. Satin, an individual residing at 9 Tyler Road, Scarsdale, NY 10583 (“Satin”), and Mr. Lawrence Merson, an individual residing at 132 Saxon Woods Road, Scarsdale, NY 10583 (“Merson” and, together with Satin, “Sellers” and each a “Seller”). Buyer and Sellers are referred to collectively herein as the “Parties”.

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