Fowler White Boggs Sample Contracts

BY AND BETWEEN SHELLS SEAFOOD RESTAURANTS, INC. AS SELLER AND FRI FISH LLC AS BUYER
Purchase and Sale Agreement • April 21st, 2006 • Shells Seafood Restaurants Inc • Retail-eating places • New York
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AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT
Employment and Noncompetition Agreement • July 19th, 2002 • Planvista Corp • Insurance agents, brokers & service
EXHIBIT 1 AGREEMENT AND PLAN OF MERGER Dated as of December 5, 2003
Merger Agreement • March 12th, 2004 • Proxymed Inc /Ft Lauderdale/ • Services-computer processing & data preparation • Delaware
SECURITIES PURCHASE AND TENDER AGREEMENT
Securities Purchase and Tender Agreement • August 16th, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels • Delaware

Securities Purchase and Tender Agreement (this “Agreement”), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the “Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the “Affiliate Group”), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc., a Delaware corporation (the “Company”), and are each referred to herein as a “Stockholder”, and collectively as the “Stockholders.”

DEVELOPMENT AGREEMENT BETWEEN PASCO COUNTY AND BEXLEY RANCH LAND TRUST, L.S.B. CORP.,
Development Agreement • February 19th, 2008 • Florida

THIS DEVELOPMENT AGREEMENT (DA) is made and entered into by and between Pasco County, a political subdivision of the State of Florida, by and through its Board of County Commissioners, hereinafter called "COUNTY," and Bexley Ranch Land Trust, L.S.B. Corp., and NNP-Bexley, Ltd., hereinafter called "DEVELOPER."‌

NOTICE OF FUTURE ADVANCE AND FIFTH AMENDED AND RESTATED MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING Dated as of March 12, 2009 From SADDLEBROOK RESORTS, INC., a Florida corporation 5700 Saddlebrook Way Wesley Chapel, Florida 33543 to SUNTRUST...
Mortgage, Security Agreement and Fixture Filing • March 31st, 2009 • Saddlebrook Resorts Inc • Real estate • Florida

This document amends and restates that certain Mortgage and Security Agreement dated November 15, 1988, between Borrower, as Mortgagor, and BarclaysAmerican/Business Credit, Inc., as Mortgagee, recorded on November 15, 1988, in Official Records Book 1758, at Page 399; as assigned to NationsBank, N.A. by Assignment of Mortgage recorded July 19, 1993, in Official Records Book 3174, at Page 1270; as modified by (i) First Modification recorded July 31, 1989, in Official Records Book 1828, at Page 21, (ii) Second Modification recorded July 19, 1993, in Official Records Book 3174, at Page 1296; (iii) Notice of Future Advance and Third Modification Agreement recorded August 19, 1994, in Official Records Book 3330, at Page 1231; (iv) Notice of Future Advance, Renewal, Consolidation and Fourth Mortgage Modification Agreement recorded June 27, 1995, in Official Records Book 3442, at Page 1076; (v) Fifth Mortgage Modification and Extension Agreement recorded September 14, 1995, in Official Record

AMENDED AND RESTATED DEVELOPMENT AGREEMENT AND GROUND LEASE
Development Agreement and Ground Lease • May 22nd, 2013 • Florida
EX-10.2 3 g91897exv10w2.htm EX-10.2 SECOND AMENDED MORTGAGE AGREEMENT Prepared by and return to: Jeffrey C. Shannon Fowler White Boggs Banker P.A. 501 East Kennedy Blvd., Suite 1700 Tampa, Florida 33602 SECOND AMENDED AND RESTATED MORTGAGE, SECURITY...
Mortgage Agreement • May 5th, 2020 • Florida

This document amends and restates that certain Mortgage and Security Agreement dated November 15, 1988, between Borrower, as Mortgagor, and BarclaysAmerican/Business Credit, Inc., as Mortgagee, recorded on November 15, 1988, in Official Records Book 1758, at Page 399; as assigned to NationsBank, N.A. by Assignment of Mortgage recorded July 19, 1993, in Official Records Book 3174, at Page 1270; as modified by (i) First Modification recorded July 31, 1989, in Official Records Book 1828, at Page 21, (ii) Second Modification recorded July 19, 1993, in Official Records Book 3174, at Page 1296; (iii) Notice of Future Advance and Third Modification Agreement recorded August 19, 1994, in Official Records Book 3330, at Page 1231; (iv) Notice of Future Advance, Renewal, Consolidation and Fourth Mortgage Modification Agreement recorded June 27, 1995, in Official Records Book 3442, at Page 1076; (v) Fifth Mortgage Modification and Extension Agreement recorded September 14, 1995, in Official Record

ASSET PURCHASE AGREEMENT dated as of August 16, 2005 among APPLIED THERAPEUTICS, INC., APPLIED THERAPEUTICS, LTD., APPLIED THERAPEUTICS GMBH, and BHK HOLDING (“Sellers”) and ARTHROCARE CORPORATION, ARTHROCARE (DEUTSCHLAND) GMBH, and ARTHROCARE UK,...
Asset Purchase Agreement • August 22nd, 2005 • Arthrocare Corp • Electromedical & electrotherapeutic apparatus • Delaware

AGREEMENT (this “Agreement”) dated as of August 16, 2005 among ArthroCare Corporation, a Delaware corporation (“ArthroCare”), ArthroCare (Deutschland) GmbH, a corporation organized under the laws of Germany (“ARTC Germany”) and ArthroCare UK, Ltd., a corporation registered in England & Wales (“ARTC UK”) (collectively, “Buyer”), and Applied Therapeutics, Inc., a Florida corporation (“ATI Florida”), Applied Therapeutics, Ltd., a corporation registered in England & Wales (“ATI UK”), Applied Therapeutics GmbH, a corporation organized under the laws of Germany (“ATI Germany”) and BHK Holding, a corporation organized under the laws of the Cayman Islands (“ATI Cayman”) (each, a “Seller” and, collectively, the “Sellers”).

EX-10.1 2 dex101.htm MUTUAL RELEASE AND SETTLEMENT AGREEMENT MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Settlement Agreement • May 5th, 2020

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT (“Agreement”) is made and entered into effective the day of October, 2007, by and between Aventura Holdings, Inc., a Florida Corporation (“Aventura”), Melissa Apple, as trustee and beneficiary, respectively, under the Maria Lopez Irrevocable Trust UTD March 29, 2004 (“Lopez Trust”), Ohio Funding Group, Inc., a Michigan corporation (“OFG”), Horvath Holdings, LLC, a Michigan limited liability company (“HH”), American Dealer Enterprise Group, LLC, a Michigan limited liability company (“ADEG”), Craig Waltzer (“Waltzer”), Jere J. Lane (“Lane”) Allan Apple (“Apple”), Mark Horvath (“Horvath”), Donald Foss (“Foss”), and the Donald Foss Revocable Living Trust (“Foss Trust”) (hereinafter the foregoing are collectively referred to as the “Parties” and individually as a “Party”).

REVOLVING CREDIT AGREEMENT
Revolving Credit Agreement • March 14th, 2006 • Odyssey Marine Exploration Inc • Water transportation • Florida

THIS REVOLVING CREDIT AGREEMENT, made this 21st day of April, 2005, by and between ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, whose address is 5215 West Laurel Street, Tampa, Florida 33607 (“Borrower”), and MERCANTILE BANK, whose address is 2307 West Kennedy Boulevard, Tampa, FL 33609 (“Lender”).

RE: BUILDING CODE INSPECTOR – INTERLOCAL AGREEMENT – COUNTIES –
Interlocal Agreement • June 11th, 2023

MUNICIPALITIES – DUAL OFFICE-HOLDING – whether simultaneous service as county and municipal building official pursuant to interlocal agreement violates dual office-holding prohibition. Art. II, s. 5(a), Fla. Const.; ss. 163.01 and 468.617, Fla. Stat.

FARO TECHNOLOGIES, INC. SEVERANCE AGREEMENT
Severance Agreement • July 28th, 2006 • Faro Technologies Inc • Measuring & controlling devices, nec

This Severance Agreement (the “Agreement”) is made and entered into effective as of the 24th day of July, 2006 (the “Effective Date”) by and between FARO Technologies, Inc. (the “Company”) and BARBARA SMITH (hereinafter referred to as “Executive”). Executive has tendered her resignation, and the Company and Executive hereby desire to enter into this Agreement setting forth the terms of Executive’s severance in order to ensure an efficient and orderly transition in the Company’s management team.

REVOLVING LOAN AGREEMENT UNIVERSAL INSURANCE HOLDINGS, INC., as Borrower and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Lender DATE OF AGREEMENT: March 29, 2013
Revolving Loan Agreement • April 4th, 2013 • Universal Insurance Holdings, Inc. • Fire, marine & casualty insurance • New York

THIS REVOLVING LOAN AGREEMENT, dated as of March 29, 2013, by and between UNIVERSAL INSURANCE HOLDINGS, INC., a corporation duly formed in the State of Delaware, as borrower (“Borrower”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, as lender (“Lender”).

LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • September 22nd, 2004 • Gulfside Supply, Inc. • Wholesale-lumber, plywood, millwork & wood panels • New York

THIS LOAN AND SECURITY AGREEMENT is made as of this 22nd day of September, 2004, by and among the lending institutions listed in Annex I attached hereto and incorporated herein by reference (each a “Lender” and collectively, “Lenders”), FLEET CAPITAL CORPORATION with an office at 200 Glastonbury Blvd., Glastonbury, Connecticut 06033, as agent for Lenders (in such capacity, “Agent”), and GULFSIDE SUPPLY, INC., a Florida corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa, Florida 33609-1012 (“Gulfside”), JEH/EAGLE SUPPLY, INC., a Delaware corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa Florida 33609-1012 (“JEH”), EAGLE SUPPLY, INC., a Florida corporation with its executive office and principal place of business at 501 N. Reo Street, Tampa, Florida 33609-1012 (“Eagle”), JEH/EAGLE, L.P., a Texas limited partnership with its executive office and principal place of business at 501 N. Reo Street,

PURCHASE AND SALE AGREEMENT BY AND BETWEEN SHELLS OF NEW SMYRNA BEACH, INC. AS SELLER AND FRI FISH, LLC AS BUYER
Purchase and Sale Agreement • November 2nd, 2006 • Shells Seafood Restaurants Inc • Retail-eating places • New York

This PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of October 27, 2006, by and between SHELLS OF NEW SMYRNA BEACH, INC. (“Seller”), and FRI FISH, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller are from time to time referred to herein individually as a “Party”, and collectively as the “Parties.”

EAGLE SUPPLY GROUP, INC. AND GULFSIDE SUPPLY, INC. EXECUTE MERGER AGREEMENT; EAGLE AGREES TO BE ACQUIRED FOR $2.20 PER SHARE IN CASH BY GULFSIDE
Merger Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels

NEW YORK, NY – August 5, 2004 — Eagle Supply Group, Inc. (“Eagle” or the “Company”) (NASDAQ SmallCap: EEGL and EEGLW; BSE: EGL and EGLW), and Gulfside Supply, Inc. (“Gulfside”) today announced that they have entered into a definitive merger agreement providing for the acquisition by Gulfside of all of the issued and outstanding shares of Common Stock of Eagle for $2.20 per share in cash. Eagle is one of the largest wholesale distributors of residential roofing and masonry supplies and related products in the United States, and Gulfside is a privately-owned, Tampa, Florida-based roofing materials and metal distributor with operations throughout the Southeast. Pursuant to the merger agreement, Gulfside, through a wholly-owned subsidiary, will proceed with an all-cash tender offer to be followed by a merger and expects to close the transaction in September 2004. The offer price represents a premium of approximately 11% to Eagle’s closing share price on Thursday, August 5, 2004.

LOAN AND RESTRUCTURING AGREEMENT BETWEEN DIGITAL LIGHTWAVE, INC. AND OPTEL CAPITAL, LLC SEPTEMBER 16, 2004
Loan and Restructuring Agreement • September 21st, 2004 • Digital Lightwave Inc • Radio & tv broadcasting & communications equipment • Florida

This Loan and Restructuring Agreement (this “Agreement”) is entered into as of September 16, 2004, by and between Digital Lightwave, Inc., a Delaware corporation (“Borrower”), and Optel Capital, LLC, a Delaware limited liability company (“Lender”).

LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT OF ROCK BEACH GRILL OF PEMBROKE PINES, LLLP
Limited Liability Limited Partnership Agreement • August 1st, 2008 • Shells Seafood Restaurants Inc • Retail-eating places • Florida

This LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (“Agreement”) is made and entered into effective as of June 26, 2008, by and among ROCK BEACH HOLDINGS, LLC, a Florida limited liability company, as General Partner (the “General Partner”); and SHELLS SEAFOOD RESTAURANTS, INC., a Delaware corporation (“Shells”), and Philip R. Chapman and Barry Bernstein (each a “Investor Limited Partner” and together “Investor Limited Partners”) as Limited Partners. Shells and the Investor Limited Partner are sometimes hereinafter individually referred to as a “Limited Partner” and collectively referred to as the “Limited Partners.” The General Partner and the Limited Partners are sometimes hereinafter individually referred to as a “Partner” and collectively referred to as the “Partners.” The definitions of certain other terms used in this Agreement are set forth in Section 20.

MUTUAL RELEASE AND SETTLEMENT AGREEMENT
Mutual Release and Settlement Agreement • December 3rd, 2007 • Horvath Holdings, LLC • Finance services

THIS MUTUAL RELEASE AND SETTLEMENT AGREEMENT (“Agreement”) is made and entered into effective the day of October, 2007, by and between Aventura Holdings, Inc., a Florida Corporation (“Aventura”), Melissa Apple, as trustee and beneficiary, respectively, under the Maria Lopez Irrevocable Trust UTD March 29, 2004 (“Lopez Trust”), Ohio Funding Group, Inc., a Michigan corporation (“OFG”), Horvath Holdings, LLC, a Michigan limited liability company (“HH”), American Dealer Enterprise Group, LLC, a Michigan limited liability company (“ADEG”), Craig Waltzer (“Waltzer”), Jere J. Lane (“Lane”) Allan Apple (“Apple”), Mark Horvath (“Horvath”), Donald Foss (“Foss”), and the Donald Foss Revocable Living Trust (“Foss Trust”) (hereinafter the foregoing are collectively referred to as the “Parties” and individually as a “Party”).

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DISTRIBUTION AND MARKETING AGREEMENT BETWEEN PROXYMED, INC. AND NATIONAL NETWORK SERVICES, INC. AND PLANVISTA CORPORATION
Distribution and Marketing Agreement • June 13th, 2003 • Planvista Corp • Insurance agents, brokers & service • Florida

THIS AGREEMENT, which is effective as of June 10, 2003 (the “Effective Date”), is by and between PROXYMED, INC. (“ProxyMed”), and NATIONAL NETWORK SERVICES, INC. (“NNSI”), AND PLANVISTA CORPORATION (collectively with NNSI, “PlanVista”).

LETTER OF CREDIT AGREEMENT Dated as of November 13, 2008 By and Between BOVIE MEDICAL CORPORATION and RBC BANK (USA) relating to PINELLAS COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY INDUSTRIAL DEVELOPMENT REVENUE BONDS (BOVIE MEDICAL CORPORATION PROJECT),...
Letter of Credit Agreement • May 12th, 2009 • Bovie Medical Corp • Surgical & medical instruments & apparatus • Florida

THIS LETTER OF CREDIT AGREEMENT, dated as of November 13, 2008 (the "Agreement"), by and between BOVIE MEDICAL CORPORATION, a Delaware corporation (the "Company") and RBC BANK (USA), a North Carolina banking corporation (the "Bank");

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • September 7th, 2005 • Digital Lightwave Inc • Radio & tv broadcasting & communications equipment • Florida

This Settlement Agreement And Mutual Release (this “Agreement”) is entered into by and between Jabil Circuit, Inc. (“Jabil”), a Delaware corporation, and Digital Lightwave, Inc. (“Digital”), a Delaware corporation, and will be effective upon execution and delivery by Jabil and Digital as provided in this Agreement.

July 10, 2013‌
Modification to Agreement • July 10th, 2013

Enclosed please find a copy of the executed Modification to Agreement for the above- referenced case. The effective date of the Modification to Agreement is July 9, 2013.

PURCHASE AGREEMENT dated as of June 8, 2004 among KAISER ALUMINUM & CHEMICAL CORPORATION, KAISER ALUMINIUM INTERNATIONAL, INC., KAISER BAUXITE COMPANY, KAISER JAMAICA CORPORATION and ALPART JAMAICA INC. and QUALITY INCORPORATIONS I LIMITED
Purchase Agreement • July 16th, 2004 • Kaiser Aluminum & Chemical Corp • Primary production of aluminum • Delaware

This PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 8, 2004, by and among Kaiser Aluminum & Chemical Corporation, a Delaware corporation (“Kaiser”), Kaiser Aluminium International, Inc., a Delaware corporation (“KAI”), Kaiser Bauxite Company, a Nevada corporation (“KBC”), Kaiser Jamaica Corporation, a Delaware corporation (“KJC”), and Alpart Jamaica Inc., a Delaware corporation (“AJI,” and collectively with Kaiser, KAI, KBC and KJC, “Sellers”), and Quality Incorporations I Limited, a Jamaican corporation (“Buyer”).

CREDIT AND RESTRUCTURING AGREEMENT BETWEEN DIGITAL LIGHTWAVE, INC. AND OPTEL CAPITAL, LLC APRIL 4, 2008
Credit and Restructuring Agreement • April 10th, 2008 • Digital Lightwave Inc • Radio & tv broadcasting & communications equipment • Florida

This Credit and Restructuring Agreement (this “Agreement”) is entered into as of April 4, 2008, by and between Digital Lightwave, Inc., a Delaware corporation (“Borrower”), and Optel Capital, LLC, a Delaware limited liability company (“Lender”).

SECURITIES PURCHASE AND TENDER AGREEMENT
Securities Purchase Agreement • August 6th, 2004 • Eagle Supply Group Inc • Wholesale-lumber, plywood, millwork & wood panels • Delaware

Securities Purchase and Tender Agreement (this “Agreement”), dated as of August 5, 2004, by and among Gulfside Supply, Inc., a Florida corporation (the “Parent”), Gulfco Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (the “Purchaser”), and TDA Industries, Inc., James E. Helzer, Steven R. Andrews, and their respective affiliates (collectively, the “Affiliate Group”), the names of each of which are set forth in Schedule I to this Agreement. The Affiliate Group are stockholders of Eagle Supply Group, Inc., a Delaware corporation (the “Company”), and are each referred to herein as a “Stockholder”, and collectively as the “Stockholders.”

SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement • June 19th, 2014 • Florida

This Settlement Agreement and General Release (hereinafter referred to as the “Agreement”) is made and entered into by and between JOSEPH B. and SHANNON M. ORLANDINI, together as husband and wife, LYLE L. KLNE, individually and as Trustee of the Lyle L. Kline Trust dated September 29, 1993, CARL L. and KATHLEEN GALLO, together as husband and wife, and BDH ENTERPRISES, LTD., an Ohio limited liability company, (hereinafter “Plaintiffs”) joined by FMB Water Front Investment Group, LLC as to 221 Palermo, and the TOWN OF FORT MYERS BEACH, a Florida municipality (hereinafter “Town”) (collectively, Plaintiffs and Town are referred to as the “Parties”).

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