0000950123-10-021764 Sample Contracts

SPLIT-DOLLAR TERMINATION AGREEMENT
Split-Dollar Termination Agreement • March 8th, 2010 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York

THIS TERMINATION AGREEMENT is made and entered into this 9th day of November, 2009, by and among Martha Stewart Living Omnimedia, Inc., a Delaware corporation, having an address of 601 West 26th Street, New York, New York 10001 (“Corporation”), Martha Stewart, an individual residing in the state of New York (“Employee”), and The Martha Stewart Family Limited Partnership, a Connecticut limited partnership (“Owner”).

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FIRST AMENDMENT TO THE INTANGIBLE ASSET LICENSE AGREEMENT BETWEEN MS REAL ESTATE MANAGEMENT COMPANY AND MARTHA STEWART LIVING OMNIMEDIA, INC. DATED AS OF JUNE 13, 2008
Intangible Asset License Agreement • March 8th, 2010 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing

THIS FIRST AMENDMENT (this “Amendment”), dated as of December, 2008, between MS Real Estate Management Company (the “Licensor”) and Martha Stewart Living Omnimedia, Inc. (the “Company”).

WAIVER AND OMNIBUS AMENDMENT TO LOAN DOCUMENTS
Waiver And • March 8th, 2010 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing • New York

WAIVER AND OMNIBUS AMENDMENT, dated as of December 18, 2009 (this “Waiver and Amendment”), relating to the AMENDED AND RESTATED LOAN AGREEMENT, dated as of August 7, 2009 (the “Loan Agreement”), among MSLO EMERIL ACQUISITION SUB LLC, a Delaware limited liability company (the “Borrower”), MARTHA STEWART LIVING OMNIMEDIA, INC., a Delaware corporation (the “Parent Guarantor”), and BANK OF AMERICA, N.A., in its individual capacity (the “Bank”) and as collateral agent (in such capacity, together with any successor collateral agent, the “Collateral Agent”) for the Secured Parties (as defined in the Security Agreement referred to below).

Martha Stewart Living Omnimedia, Inc. MSO IP Holdings, Inc.
License Agreement • March 8th, 2010 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing

Kmart and we are parties to the Kmart License, pursuant to which we previously granted to Kmart certain exclusive and non-exclusive rights for the Term, all as specified therein. The Kmart License expires on January 31, 2010, the end of the Term. This letter confirms and acknowledges our mutual agreement and understanding, as set forth below. Specifically,

SECOND AMENDMENT TO THE INTANGIBLE ASSET LICENSE AGREEMENT BETWEEN MS REAL ESTATE MANAGEMENT COMPANY AND MARTHA STEWART LIVING OMNIMEDIA, INC. DATED AS OF JUNE 13, 2008, AS AMENDED
Intangible Asset License Agreement • March 8th, 2010 • Martha Stewart Living Omnimedia Inc • Periodicals: publishing or publishing & printing

This SECOND AMENDMENT (the “Second Amendment”) to the agreement between MS Real Estate Management Company (“Licensor”) and Martha Stewart Living Omnimedia, Inc. (“Company”) dated June 13, 2008, as such agreement was amended in December, 2008 (as amended, the “Agreement”), is dated as of February 8, 2010.

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