Asa International LTD Sample Contracts
BY AND AMONGAsset Purchase Agreement • October 9th, 2002 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Standard Contracts
EXHIBIT 10.5 THIRD AMENDED AND RESTATED SECURITY AGREEMENT This THIRD AMENDED AND RESTATED SECURITY AGREEMENT (the "Agreement"), made this ____ day of July 2004, by and among CommercialWare, Inc., a Delaware corporation ("CWI"), Transaction Smartware,...Security Agreement • August 13th, 2004 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Loan No. 3212462 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT made as of September 21, 1998, by 10 SPEEN STREET, LLC, with a principal place of business at 10 Speen Street, Framingham, Massachusetts 01701 and ASA INTERNATIONAL, LTD., with...Indemnification Agreement • November 16th, 1998 • Asa International LTD • Services-computer integrated systems design
EXHIBIT 10.1 ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT is made, executed and delivered as of the 4 day of November 1999 by and between ASA International, Ltd., a Delaware corporation (the "Buyer"), and Design Data...Assignment and Assumption Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Exhibit 10.7 SECURITY AGREEMENT THIS AGREEMENT is dated as of November 4, 1999, and is entered into by and between SQL Acquisition LLC, a Delaware limited liability company with a principal place of business 2390 East Camelback Road, Suite 210,...Security Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design • Massachusetts
RECITALSSublease Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design
andRights Agreement • November 4th, 1998 • Asa International LTD • Services-computer integrated systems design • Delaware
BY AND AMONGAsset Purchase Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
ARTICLE 1 DEFINITIONSLicense Agreement • August 13th, 2004 • Asa International LTD • Services-computer integrated systems design • Iowa
E-20Non-Competition Agreement • August 14th, 2002 • Asa International LTD • Services-computer integrated systems design • Delaware
1 EXHIBIT 2 REORGANIZATION AGREEMENT ------------------------ THIS REORGANIZATION AGREEMENT (the "Agreement") is entered into by and among ASA International Ltd., a Delaware corporation ("ASA"), TradePoint Systems LLC ("TradePoint"), a New Hampshire...Reorganization Agreement • January 15th, 1997 • Asa International LTD • Services-computer integrated systems design • Massachusetts
PREMISESLease Agreement • March 28th, 1996 • Asa International LTD • Services-computer integrated systems design • Georgia
17. DEFAULT AND In the event that: BANKRUPTCY (a) The LESSEE shall default in the payment of any installment of rent or other sum herein specified and such default shall continue for ten (10) days after written notice thereof; orCommercial Lease • November 16th, 1998 • Asa International LTD • Services-computer integrated systems design • Massachusetts
LOAN AND SECURITY AGREEMENT (ALL ASSETS)Loan and Security Agreement • August 7th, 1997 • Asa International LTD • Services-computer integrated systems design • Massachusetts
Exhibit 4.5 TRADEMARK SECURITY AGREEMENT WHEREAS, CommercialWare, Inc., a Delaware corporation ("Grantor") and ASA International Ltd., a Delaware corporation ("Secured Party") have entered into that certain Asset Purchase Agreement (the "Asset...Trademark Security Agreement • March 18th, 1999 • Asa International LTD • Services-computer integrated systems design
WHEREAS, CommercialWare, Inc., a Delaware corporation ("Grantor") and ASA International Ltd., a Delaware corporation ("Secured Party") have entered into that certain Asset Purchase Agreement (the "Asset Purchase Agreement") as of March 3, 1999 (the "Time of Closing");
ARTICLE IIStock Purchase Agreement • June 3rd, 2003 • Asa International LTD • Services-computer integrated systems design • Delaware
E-8Stock Repurchase Agreement • August 14th, 2002 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.1 ------------ OFFICE BUILDING LEASE BY AND BETWEEN COLONNADE ASHLEY LLC, A DELAWARE LIMITED LIABILITY COMPANYOffice Building Lease • August 7th, 2003 • Asa International LTD • Services-computer integrated systems design • Florida
Exhibit 10.1 MANAGEMENT AGREEMENT -------------------- THIS MANAGEMENT AGREEMENT (the "Agreement") is made as of the 3rd day of January, 2002 by and between Rainmaker Software, Inc., a Delaware corporation (the "Purchaser") and ASA International Ltd.,...Management Agreement • January 15th, 2002 • Asa International LTD • Services-computer integrated systems design • Delaware
1 SECURITY AGREEMENT (Intangibles, Accounts, Fees, Inventory and Equipment) SECURITY AGREEMENT, dated December 10, 1996 between ASA INTERNATIONAL VENTURES, INC., a Delaware corporation (herein called "Debtor"), with its principal place of business at...Security Agreement • March 31st, 1997 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10.8 INTELLECTUAL PROPERTY LICENSE AGREEMENT THIS AGREEMENT, made this 4th day of November 1999, by and between SQL ACQUISITION LLC, a Delaware limited liability company ("SQLALLC"), and ASA INTERNATIONAL LTD., a Delaware corporation ("ASA")....Intellectual Property License Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
Exhibit 10.1 OPTION TO PURCHASE AGREEMENT This OPTION TO PURCHASE AGREEMENT (the "Agreement") is made and entered into as of August 2, 1999 by and among InterPro Expense Systems, Inc., a Delaware corporation ("Optionee"), ASA InterPro SmartTime LLC, a...Option to Purchase Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
Exhibit 4.4 TRADEMARK ASSIGNMENT WHEREAS, ASA International Ltd., a Delaware corporation ("Assignor") and CommercialWare, Inc., a Delaware corporation("Assignee"), have entered into that certain Asset Purchase Agreement (the "Asset Purchase...Trademark Assignment • March 18th, 1999 • Asa International LTD • Services-computer integrated systems design
WHEREAS, ASA International Ltd., a Delaware corporation ("Assignor") and CommercialWare, Inc., a Delaware corporation("Assignee"), have entered into that certain Asset Purchase Agreement (the "Asset Purchase Agreement") as of March 3, 1999;
AGREEMENTS ----------Consent to Assignment • March 28th, 1996 • Asa International LTD • Services-computer integrated systems design
Exhibit 10.3 ASA INTERPRO SMARTTIME LLC OPERATING AGREEMENT Limited Liability Company Operating Agreement, effective as of the 2nd day of August, 1999, by and between ASA International Ltd. (the "Member") and InterPro Expense Systems, Inc. (the...Operating Agreement • August 13th, 1999 • Asa International LTD • Services-computer integrated systems design • Delaware
RECITALSAssignment Agreement • November 15th, 1999 • Asa International LTD • Services-computer integrated systems design
Exhibit 2(b) ------------ SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT -------------------------------------------- This Second Amendment to the Asset Purchase Agreement of August 30, 1996 (the "Agreement") between Progressive Computer Systems, Inc....Asset Purchase Agreement • November 27th, 1996 • Asa International LTD • Services-computer integrated systems design
EXHIBIT 2 ASSET PURCHASE AGREEMENT by and between CommercialWare, Inc., a Delaware corporation,Asset Purchase Agreement • March 18th, 1999 • Asa International LTD • Services-computer integrated systems design
AGREEMENT FOR PURCHASE AND SALE OF ASSETS AGREEMENT dated as of the 29 day of December, 1995, by and among ASA INTERNATIONAL VENTURES, INC., a Delaware Corporation ("ASA Ventures"); and ASA INCORPORATED, a Massachusetts corporation ("ASA Inc."). W I T...Purchase and Sale Agreement • March 28th, 1996 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10-2 ------------ REVOLVING DEMAND NOTERevolving Demand Note • August 14th, 2001 • Asa International LTD • Services-computer integrated systems design
ON DEMAND, for value received, the undersigned, ASA International Ltd., ASA International Ventures, Inc., ASA Tire Systems Inc., ASA Legal Systems Inc. and Khameleon Software Inc. (hereinafter, collectively, the "Borrower"), jointly and severally, promise to pay to Eastern Bank ("Bank"), or order, the principal sum of One Million Five Hundred Thousand ($1,500,000.00) Dollars, or if less, such amount as may be the aggregate unpaid principal amount of all loans or advances made by the Bank to the Borrower, together with interest from the date of the Bank's first advance to the Borrower on the aggregate unpaid principal balance from time to time outstanding.
For Bank Use Only -------------- ------------------ ------------------- ----------------------- /s/ R. Thomas Esser -------------- ------------------ ------------------- ----------------------- LIS NO. LOAN NO. BORROWER APPROVAL SIGNATURE...Commercial Promissory Note • March 28th, 1996 • Asa International LTD • Services-computer integrated systems design • Pennsylvania
December 10, 1996 ASA International Ltd. ASA International Ventures, Inc. 10 Speen Street Framingham, MA 01701 Attn: Alfred C. Angelone, Chief Executive Officer Dear Mr. Angelone: We refer to that certain Loan Agreement dated November 3, 1994, to the...Loan Agreement • March 31st, 1997 • Asa International LTD • Services-computer integrated systems design
E-15Employment Agreement • August 14th, 2002 • Asa International LTD • Services-computer integrated systems design • Massachusetts
EXHIBIT 10 AGREEMENT OF LEASELease Agreement • March 30th, 1999 • Asa International LTD • Services-computer integrated systems design • Pennsylvania
Regions BankBusiness Loan Agreement • August 13th, 2004 • Asa International LTD • Services-computer integrated systems design • Texas
THIS BUSINESS LOAN AGREEMENT dated June 25, 3004, are made and executed between ASA AIRCRAFT LLC, RSR AIRCRAFT LLC and COSMED AVIATION LLC ("Borrower") and REGIONS BANK ("Lender") on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement ("Loan"). Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower's representations, warranties, and agreements as set forth In this Agreement; (B) the granting. renewing, or extending of any Loan by Lender at all times shall be subject to Lender's sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
