Jennifer Convertibles Inc Sample Contracts

EXPLANATORY NOTE: THE OTHER OPTIONS AGREEMENTS ARE IN SUBSTANTIALLY THE SAME FORM OPTION AGREEMENT ----------------
Option Agreement • November 5th, 1996 • Jennifer Convertibles Inc • Retail-furniture stores • New York
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RECITALS
Registration Rights Agreement • December 12th, 1997 • Jennifer Convertibles Inc • Retail-furniture stores • New York
CREDIT AGREEMENT by and between
Credit Agreement • November 5th, 1996 • Jennifer Convertibles Inc • Retail-furniture stores • New York
ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • November 5th, 1996 • Jennifer Convertibles Inc • Retail-furniture stores • New York
REGISTRATION RIGHTS AGREEMENT In connection with the Stock Option Agreement, dated as of December 8, 1999, Jennifer Convertibles, Inc. ("JCI") hereby agrees that, if it registers shares of common stock owned by Klaussner Furniture Industries, Inc....
Registration Rights Agreement • December 13th, 1999 • Jennifer Convertibles Inc • Retail-furniture stores

In connection with the Stock Option Agreement, dated as of December 8, 1999, Jennifer Convertibles, Inc. ("JCI") hereby agrees that, if it registers shares of common stock owned by Klaussner Furniture Industries, Inc. under the Securities Act of 1933, it will also permit Harley J. Greenfield to register his shares in such registration.

EXHIBIT 10.2 GENERAL RELEASE This general release is made as of the 20th day of August, 1999 by JCI Consultant, LP, Jenco Partners LP, Jay Zises and Selig Zises (collectively "Releasors"). TO ALL TO WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW...
General Release • September 3rd, 1999 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This general release is made as of the 20th day of August, 1999 by JCI Consultant, LP, Jenco Partners LP, Jay Zises and Selig Zises (collectively "Releasors").

AMENDMENT NO. 1 TO
Purchasing Agreement • November 5th, 1996 • Jennifer Convertibles Inc • Retail-furniture stores • New York
AMENDMENT NO. 1
Warehousing Agreement • November 5th, 1996 • Jennifer Convertibles Inc • Retail-furniture stores • New York
SECURITY AGREEMENT
Security Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This SECURITY AGREEMENT, (this “Security Agreement”) is dated as of February 22, 2011, by and among Jennifer Convertibles, Inc. and each of its subsidiaries undersigned below (each, a “Grantor” and collectively, the “Grantors”) and the Jennifer Convertibles Litigation Trust (the “Secured Party”) solely for the benefit of the Holders of Allowed General Unsecured Claims.

STAND-ALONE STOCK OPTION AGREEMENT
Stand-Alone Stock Option Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

THIS STAND-ALONE STOCK OPTION AGREEMENT (this “Agreement”) dated as of the 22nd day of February, 2011 by and between Jennifer Convertibles, Inc. (the “Company), having its principal place of business at 417 Crossways Park Drive, Woodbury, New York 11797 and Rami Abada (the “Optionee”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of February 22, 2011 (the “Effective Date”), by and between Jennifer Convertibles, Inc. (the “Company), having its principal place of business at 417 Crossways Park Drive, Woodbury, New York 11797 and Rami Abada (“Executive”, and the Company and the Executive collectively referred to herein as the “Parties”).

AGREEMENT
Agreement • December 22nd, 1999 • Jennifer Convertibles Inc • Retail-furniture stores

This Agreement shall terminate on the Transfer Date and any amounts unpaid at such date in excess of $300,000 shall be paid on the 10th of the month in which the Transfer Date occurs (or if the Transfer Date is after the 10th of the month on or before the 10th of the next month). Payments of the $300,000 balance will be evidenced by a note payable in 30 payments of $10,000 per month commencing 30 days after the Transfer Date.

AMENDMENT NO. 3 TO WAREHOUSE AGREEMENT
Warehouse Agreement • November 25th, 2005 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This Amendment No. 3 to the Warehouse Agreement is made effective as of August 27, 2005 by and among JENNIFER CONVERTIBLES, INC., a Delaware corporation (“JCI”), JENNIFER WAREHOUSING, INC., a Delaware corporation and a wholly-owned subsidiary of JCI (“New Warehousing”), and JARA ENTERPRISES, INC., a New York corporation ("Jara").

Litigation Trust Agreement and Declaration of Trust
Litigation Trust Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This litigation trust agreement and declaration of trust (the “Agreement”), dated as of February 22, 2011, is made by and among Jennifer Convertibles, Inc. and each of its direct and indirect subsidiaries (collectively, “Debtors”), Debtors and Debtors in possession, and KDW Restructuring & Liquidation Services LLC (“Trustee,” and together with the Debtors, “Parties”).

AMENDMENT NO. 5 TO WAREHOUSING AGREEMENT
Warehousing Agreement • November 26th, 2008 • Jennifer Convertibles Inc • Retail-furniture stores

This Amendment No. 5 (“Amendment No. 5”) to the Warehousing Agreement is made of as of November 24, 2008, by and among JENNIFER CONVERTIBLES, INC., a Delaware corporation (“JCI”), JENNIFER WAREHOUSING, INC., a Delaware corporation and a wholly owned subsidiary of JCI (“New Warehousing”), and JARA ENTERPRISES, INC., a New York corporation (“Jara”).

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PLAN SUPPORT AGREEMENT
Plan Support Agreement • July 20th, 2010 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This PLAN SUPPORT AGREEMENT (together with the Term Sheet (as defined below), the “Agreement”), dated as of July 18, 2010, is made by and among Jennifer Convertibles, Inc., a Delaware corporation, (“Jennifer” or the “Company”, which term, for the avoidance of doubt, includes the debtor in possession following the filing of the Petitions (as defined below)), and Haining Mengnu Group Co. Ltd (“Mengnu”) (the time and date when this Agreement has been executed by each of Jennifer and Mengnu being hereinafter referred to as the “date of this Agreement” or the “date hereof”).

AMENDMENT NO. 5 TO MANAGEMENT AGREEMENT AND LICENSE
Management Agreement and License • November 26th, 2008 • Jennifer Convertibles Inc • Retail-furniture stores

This Amendment No. 5 to Management Agreement and License (“Amendment No. 5”) is made as of November 24, 2008, by and among JARA ENTERPRISES, INC., a New York corporation (“Jara”), JENNIFER CONVERTIBLES, INC., a Delaware Corporation (“JCI”) and JENNIFER ACQUISITION CORP., a Delaware Corporation (“JAC”) and a wholly owned subsidiary of JCI.

AMENDMENT NO. 6 TO WAREHOUSE AGREEMENT
Warehouse Agreement • September 8th, 2009 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This Amendment No. 6 to the Warehouse Agreement is made effective as of August 30, 2009 by and among JENNIFER CONVERTIBLES, INC., a Delaware corporation (“JCI”), JENNIFER WAREHOUSING, INC., a Delaware corporation and a wholly-owned subsidiary of JCI (“New Warehousing”), and JARA ENTERPRISES, INC., a New York corporation ("Jara").

INVENTORY FINANCING AGREEMENT
Inventory Financing Agreement • March 14th, 2008 • Jennifer Convertibles Inc • Retail-furniture stores • Illinois

This Inventory Financing Agreement (as from time to time amended and together with any Transaction Statements, as hereinafter defined, "Agreement") is between GE Commercial Distribution Finance Corporation ("CDF"), with its chief executive office and principal place of business at 5595 Trillium Boulevard, Hoffman Estates, Illinois 60192 and Hartsdale Convertibles, Inc., a New Yorkcorporation, ("Dealer").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2011 • Jennifer Convertibles Inc • Retail-furniture stores

AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) effective as of this 25th day of February, 2011, by and between Jennifer Convertibles, Inc. (the “Company”), with an address at 417 Crossways Park Drive, Woodbury, New York 11797, and Gebing (“Morris”) Zou (“Executive”).

AMENDMENT NO. 4 TO MANAGEMENT AGREEMENT AND LICENSE
Management Agreement and License • October 18th, 2006 • Jennifer Convertibles Inc • Retail-furniture stores • New York

This Amendment No. 4 to Management Agreement and License is made as of October 13, 2006 by and among Jara Enterprises, Inc., a New York corporation (“Jara”), Jennifer Convertibles, Inc., a Delaware Corporation (“JCI”) and Jennifer Acquisition Corp., a Delaware Corporation (“JAC”), a wholly owned subsidiary of JCI.

AGREEMENT
Agreement • December 14th, 1999 • Jennifer Convertibles Inc • Retail-furniture stores

Agreement dated September 1, 1999 between Jennifer Convertibles, Inc., a Delaware corporation ("JCI"), and Jara Enterprises, Inc., a New York corporation ("Jara").

FOURTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT
Security Agreement • April 8th, 2008 • Jennifer Convertibles Inc • Retail-furniture stores

This FOURTH AMENDMENT TO CREDIT AGREEMENT AND THIRD AMENDMENT TO SECURITY AGREEMENT (this “Amendment”), dated as of April 3, 2008, is by and among CAYE HOME FURNISHINGS, LLC, a Delaware limited liability company ("Caye Home"), CAYE UPHOLSTERY, LLC, a Mississippi limited liability company ("Caye Upholstery"), and CAYE INTERNATIONAL FURNISHINGS, LLC, a Mississippi limited liability company (“Caye International" and together with the Caye Home and Caye Upholstery, each individually as a "Vendor" and collectively as the "Vendors"), Caye Home, as administrative agent for the Vendors (in such capacity, the "Agent"), and the Customers, whose names are set forth on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Credit Agreement (as defined below).

JOINT FILING AGREEMENT
Joint Filing Agreement • December 1st, 2005 • Jennifer Convertibles Inc • Retail-furniture stores

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of statements on Schedule 13D (including amendments thereto) with respect to the common stock of Jennifer Convertibles Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 16h day of March 2005.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • April 11th, 2006 • Jennifer Convertibles Inc • Retail-furniture stores

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 7, 2006, is by and among CAYE HOME FURNISHINGS, LLC, a Delaware limited liability company ("Caye Home"), CAYE UPHOLSTERY, LLC, a Mississippi limited liability company ("Caye Upholstery"), and CAYE INTERNATIONAL FURNISHINGS, LLC, a Mississippi limited liability company (“Caye International" and together with the Caye Home and Caye Upholstery, each individually as a "Vendor" and collectively as the "Vendors"), Caye Home, as administrative agent for the Vendors (in such capacity, the "Agent"), and the Customers, whose names are set forth on the signature pages hereto. Capitalized terms used herein and not otherwise defined shall have the meaning assigned such term in the Credit Agreement (as defined below).

AGREEMENT
Agreement • January 7th, 2010 • Jennifer Convertibles Inc • Retail-furniture stores
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