Lancer Corp /Tx/ Sample Contracts

Recitals
Credit Agreement • November 13th, 2000 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
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WITNESSETH:
Security Agreement • November 13th, 2000 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
Recitals
Credit Agreement • August 17th, 1998 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
Recitals
Credit Agreement • March 31st, 1998 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
RECITALS
Credit Agreement • March 29th, 2002 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip
by and among:
Merger Agreement • October 25th, 2005 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Recitals
Credit Agreement • August 13th, 1999 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas
EXHIBIT 99.2
Voting and Support Agreement • October 25th, 2005 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
INDEMNIFICATION AGREEMENT
Indemnification Agreement • September 7th, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

This Indemnification Agreement (this “Agreement”) dated the day of , 2004, by and between Lancer Corporation, a Texas corporation (the “Company”), and , an individual (“Indemnitee”).

LANCER CORPORATION MANAGEMENT SEVERANCE AGREEMENT
Management Severance Agreement • September 17th, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

THIS AGREEMENT is made and entered into as of September 15, 2004, by and between Lancer Corporation, a Texas corporation (“Lancer”), and Christopher D. Hughes (“Executive”);

JOINT FILING AGREEMENT
Joint Filing Agreement • October 25th, 2005 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip

The undersigned persons acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned persons and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned persons without the necessity of filing additional joint filing agreements. The undersigned persons acknowledge that each of them shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning the other undersigned persons, except to the extent that such undersigned person knows or has reason to believe that such information is inaccurate.

Real Estate Sales Contract
Real Estate Sales Contract • December 2nd, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

This contract to buy and sell real and personal property is between Seller and Buyer as identified below and is effective on the date (“Effective Date”) of the last of the signatures by Seller and Buyer as parties to this contract. Buyer must deliver the Earnest Money to Title Company and obtain Title Company’s signature before the Earnest Money deadline provided in Section A.1. If the Earnest Money is paid by check and payment on presentation is refused, Buyer is in default.

SECURITY AGREEMENT
Security Agreement • March 18th, 2005 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

The undersigned Debtor, Owner of Collateral, whether one or more, and INTERNATIONAL BANK OF COMMERCE 130 E. TRAVIS. SAN ANTONIO. TEXAS 78205 (hereinafter called “Secured Party”) enter into this Security Agreement and for good and valuable consideration, the receipt of which is hereby acknowledged, and agree as follows:

AFFILIATE GUARANTY [US AFFILIATE]
Affiliate Guaranty • July 1st, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

This Affiliate Guaranty (the “Guaranty”) is made as of the 30th day of June, 2004 by ADVANCED BEVERAGE SOLUTIONS, LLC, a limited liability company organized under the laws of the State of Illinois (the “Guarantor”), in favor of THE FROST NATIONAL BANK, a national banking association and its successors and assigns, as agent (the “Agent”) for the equal and ratable benefit of the banks and other financial institutions listed on the signature pages of and any other bank or financial institution that may hereafter become a party to the hereinafter described Credit Agreement in accordance with the terms thereof (hereinafter collectively referred to as the “Banks”).

LOAN AGREEMENT
Loan Agreement • December 22nd, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

This Loan Agreement (“Agreement”) is entered into to be effective the 17th day of December, 2004 by and between International Bank of Commerce, a Texas banking association (“Lender”), whose address is 130 E. Travis, San Antonio, Texas 78205, and Lancer Partnership, Ltd., a Texas limited partnership (“Borrower”), whose address is 6655 Lancer Blvd., San Antonio, Texas 78219.

SEVENTH AMENDMENT AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 27th, 2003 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

THIS SECOND AMENDMENT TO SEVENTH AMENDMENT AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of the 30th day of June, 2002, among LANCER PARTNERSHIP, LTD., a Texas limited partnership (“Operating Subsidiary”), and LANCER DE MEXICO, S.A. de C.V., formerly known as NUEVA DISTRIBUIDORA LANCERMEX, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico Subsidiary”) (Operating Subsidiary and Mexico Subsidiary are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”); LANCER CORPORATION, a Texas corporation (“Parent Company”); LANCER CAPITAL CORPORATION, a Delaware corporation (“Lancer Capital”) and LANCER INTERNATIONAL SALES, INC., a Texas corporation, (“Lancer International”) SERVICIOS LANCERMEX, S.A. de C.V, a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Servicios Lancermex”), INDUSTRIAS LANCERMEX, S.A. de C.V., a sociedad a

SECURITY AGREEMENT
Security Agreement • July 1st, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

THIS SECURITY AGREEMENT (as amended, supplemented, amended and restated or otherwise modified from time to time, this “Security Agreement”), dated as of June 30, 2004, is made by ADVANCED BEVERAGE SOLUTIONS, an Illinois limited liability company (“Grantor”) whose principal place of business and chief executive office (as those terms are used in the U.C.C.) is located at 100 North Gary Avenue, Suite C, Roselle, Illinois, 60172, whose Illinois Secretary of State organizational number is 0038507-7 and whose tax identification number is 74-2948167, in favor of THE FROST NATIONAL BANK, a national banking association, as agent (in such capacity, the “Agent”) for each of the Banks under the Credit Agreement (as defined below).

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AMENDMENT TO SECURITY AGREEMENT
Security Agreement • July 1st, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip

THIS AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of June 30, 2004, is made by (“Grantor”) whose principal place of business and chief executive office (as those terms are used in the U.C.C.) is located at 6655 Lancer Boulevard, San Antonio, Texas 78219, whose Texas Secretary of State organizational number is 0008853010 and whose tax identification number is , in favor of THE FROST NATIONAL BANK, a national banking association, as agent (in such capacity, the “Agent”) for each of the Banks under the Credit Agreement (as defined below).

AMENDED AND RESTATED CREDIT AGREEMENT by and among
Credit Agreement • July 1st, 2004 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

THIS AMENDED AND RESTATED CREDIT AGREEMENT ( this “Agreement”) is made and entered into as of the 30th day of June, 2004, among LANCER PARTNERSHIP, LTD., a Texas limited partnership (“Operating Subsidiary”), and LANCER DE MEXICO, S.A. de C.V., formerly known as NUEVA DISTRIBUIDORA LANCERMEX, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Mexico Subsidiary”) (Operating Subsidiary and Mexico Subsidiary are hereinafter referred to individually as a “Borrower” and collectively as “Borrowers”); LANCER CORPORATION, a Texas corporation (“Parent Company”), LANCER CAPITAL CORPORATION, a Delaware corporation (“Lancer Capital”), LANCER INTERNATIONAL SALES, INC., a Texas corporation, (“Lancer International”), ADVANCED BEVERAGE SOLUTIONS, LLC, an Illinois limited liability company (“ABS”), SERVICIOS LANCERMEX, S.A. de C.V., a sociedad anónima de capital variable organized under the laws of the United Mexican States (“Servicios Lancermex”

GUARANTY AGREEMENT
Guaranty Agreement • March 18th, 2005 • Lancer Corp /Tx/ • Air-cond & warm air heatg equip & comm & indl refrig equip • Texas

This Guaranty is made by the undersigned (referred to as “Guarantors”, whether one or more) for the benefit of INTERNATIONAL BANK OF COMMERCE, 130 E. Travis, San Antonio, Bexar County, Texas 78205 (“Lender”), This Guaranty relates to the indebtedness and other obligations described below of LANCER PARTNERSHIP, LTD., a Texas limited partnership (“Borrower”), whether one or more.

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