0001193125-04-218044 Sample Contracts

FORM OF EMPLOYMENT AGREEMENT FOR GC
Employment Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

THIS EMPLOYMENT AGREEMENT (“Agreement”) dated as of the day of , 200 (the “Effective Date”) is made and entered into by and between enherent Corp., and its affiliates, associated companies, subsidiaries, parent, divisions or related entities (collectively “Company”), a Delaware corporation, having a principal place of business at 192 Lexington Avenue, New York, New York 10016 and Lori L. Stanley (“Employee”), an individual residing at 525 East Washington Avenue, Woodbridge, New Jersey, 07095.

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FINANCING AGREEMENT Dated as of March 24, 1999 Among DYNAX ACQUISITION CORP., APPLICATION RESOURCES CONSULTING SERVICE, INC., ICS ACQUISITION CORP., ARCS ACQUISITION CORP., DSI ACQUISITION CORP., DYNAX RESOURCES, INC., PRIME TIME STAFFING INC., and...
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

Financing Agreement, dated as of March 24, 1999 by and among DYNAX ACQUISITION CORP., a Delaware corporation, APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, and PRIME TIME STAFFING, INC., a New York corporation (each, a “Borrower” and collectively, the “Borrowers”), and ABLECO FINANCE LLC, a Delaware limited liability company (as lender and as agent for itself and each Person that purchases any portion of Ableco Finance LLC’s rights and obligations under this Agreement pursuant to Section 2.07, collectively, the “Lender”).

SEVENTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

SEVENTH AMENDMENT, dated as of March 13, 2002 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC., a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and FATSAUCE STUDIO, INC., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

SECOND AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

SECOND AMENDMENT, dated as of March 22, 2000 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC., a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation (“DSI”), DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, and PRIME TIME STAFFING, INC., a New York corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

IBM Business Partner Agreement for Solution Providers
Ibm Business Partner Agreement for Solution Providers • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York
FIFTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

THIRD AMENDMENT, dated as of March , 2001 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC. a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York Corporation, ICS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and DYNAX NEWCO ACQUISITION CORP., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

FOURTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

THIRD AMENDMENT, dated as of December 11, 2000 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC. a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York Corporation, ICS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and DYNAX NEWCO ACQUISITION CORP., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

THIRD AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

THIRD AMENDMENT, dated as of September 20, 2000 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC. a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York Corporation, ICS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and DYNAX NEWCO ACQUISITION CORP., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

SIXTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

SIXTH AMENDMENT, dated as of September 24, 2001 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC., a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and FATSAUCE STUDIO, INC., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

NINTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

NINTH AMENDMENT, dated as of March , 2003 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC. a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York Corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and FATSAUCE STUDIO, INC., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

EIGHTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

EIGHTH AMENDMENT, dated as of October , 2002 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC., a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York corporation, ICS ACQUISITION CORP., a Delaware corporation, ARCS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and FATSAUCE STUDIO, INC., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

TENTH AMENDMENT TO FINANCING AGREEMENT
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

TENTH AMENDMENT, dated as of March 22, 2004 (the “Amendment”), to the Financing Agreement referred to below, by and among (i) DYNAX SOLUTIONS, INC. a Delaware corporation formerly known as Dynax Acquisition Corp. (the “Parent”), APPLICATION RESOURCES CONSULTING SERVICES, INC., a New York Corporation, ICS ACQUISITION CORP., a Delaware corporation, DSI ACQUISITION CORP., a Delaware corporation, DYNAX RESOURCES, INC., a Delaware corporation, LAUREN AND ASSOCIATES, INC., a New York corporation, PRIME TIME STAFFING, INC., a New York corporation, PURPLE CRAYONS, INC., a New York corporation, PURPLE CRAYONS ACQUISITION CORP., a Delaware corporation, and FATSAUCE STUDIO, INC., a Delaware corporation (each, a “Borrower” and collectively, the “Borrowers”), and (ii) ABLECO FINANCE LLC, as agent (the “Agent”) for itself and its assigns (the “Lenders”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

THIS AGREEMENT by and between ENHERENT CORP., a Delaware corporation (the “Company”), and PAMELA A. FREDETTE (the “Executive”) is to be effective as of the Effective Date (as defined below).

FORM OF FINANCING AGREEMENT Dated as of , 2005 Among ENHERENT CORP., and its Subsidiaries listed as borrowers on the signature pages hereto as Borrowers and ABLECO FINANCE LLC as Lender and as Agent
Financing Agreement • December 22nd, 2004 • Enherent Corp • Services-computer programming services • New York

Amended and Restated Financing Agreement, dated as of , 2005 by and among ENHERENT CORP., a Delaware corporation (the “Parent”), and each Subsidiary of Parent listed as a borrower on the signature pages hereto (together with the Parent, each, a “Borrower” and collectively, the “Borrowers”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”) as lender and as agent (in such capacity, the “Agent”) for itself and each Person that purchases any portion of Ableco’s rights and obligations under this Agreement pursuant to Sections 2.07 and 10.07 (collectively with Ableco, the “Lender”).

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