Mayer Brown Sample Contracts

EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 1, 2005
Credit Agreement • August 26th, 2005 • TAL International Group, Inc. • Services-equipment rental & leasing, nec
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ARTICLE I DEFINITIONS
Credit Agreement • August 14th, 2001 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
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Note Purchase Agreement • August 20th, 2008 • Conns Inc • Retail-radio, tv & consumer electronics stores • New York
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Underwriting Agreement • December 19th, 2001 • Westpac Securitisation Management Pty LTD • Asset-backed securities • New York
EXHIBIT 2.1 SECURITIES PURCHASE AGREEMENT BY AND AMONG COOKIES USA, INC.,
Securities Purchase Agreement • November 17th, 1998 • MRS Fields Holding Co Inc • New York
1 PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS
Purchase and Sale Agreement • January 27th, 1997 • Carramerica Realty Corp • Real estate investment trusts • California
UNDERWRITING AGREEMENT
Underwriting Agreement • November 22nd, 2000 • W-H Energy Services Inc • Oil & gas field machinery & equipment • New York
BETWEEN
Loan Agreement • April 8th, 2009 • Ivivi Technologies, Inc. • Electromedical & electrotherapeutic apparatus • New York
by and among
Stockholders Agreement • June 9th, 1998 • Century Parking Inc • Services-auto rental & leasing (no drivers) • Delaware
PROLOGIS
Underwriting Agreement • February 21st, 2003 • Prologis Trust • Real estate investment trusts • New York
EXHIBIT 10.27 SECURITY AGREEMENT
Security Agreement • April 25th, 2002 • Coinmach Corp • Services-business services, nec • New York
EXHIBIT 10.62 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
Limited Partnership Agreement • March 31st, 2005 • Ramco Gershenson Properties Trust • Real estate investment trusts • Delaware
UNDERWRITING AGREEMENT between AgileThought, Inc. and as Representative of the Several Underwriters
Underwriting Agreement • December 27th, 2021 • AgileThought, Inc. • Services-management consulting services • New York

The undersigned, AgileThought, Inc., a corporation formed under the laws of the State of Delaware (the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) set forth below. If no other underwriters are listed on Schedule 1 hereto, then references to the underwriters shall refer, mutatis mutandis, to the Representative.

AGREEMENT BETWEEN NOTE HOLDERS Dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. (Initial Note A-1 Holder) and MORGAN STANLEY BANK, N.A. (Initial Note A-2 Holder) Westchester One
Agreement Between Note Holders • January 25th, 2018 • Bank 2017-Bnk5 • Asset-backed securities • New York

This AGREEMENT BETWEEN NOTE HOLDERS (this “Agreement”), dated as of June 8, 2017 by and between MORGAN STANLEY BANK, N.A. (“MSBNA” and, together with its successors and assigns in interest, in its capacity as initial owner of Note A-1 described below, the “Initial Note A-1 Holder” and, in its capacity as the initial agent, the “Initial Agent”) and MSBNA (together with its successors and assigns in interest, in its capacity as initial owner of Note A-2 described below, the “Initial Note A-2 Holder”; the Initial Note A-1 Holder and the Initial Note A-2 Holder are referred to collectively herein as the “Initial Note Holders”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 22, 2022 by and between Global Star Acquisition, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York corporation (the “Trustee”).

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Underwriting Agreement • April 2nd, 2001 • Securitisation Advisory Services Pty LTD • Asset-backed securities • New York
ABN AMRO MORTGAGE CORPORATION, RESECURITIZATION PASS-THROUGH CERTIFICATES, SERIES 1999-RS1
Underwriting Agreement • August 13th, 1999 • Abn Amro Mortgage Corp Series 1999-Rsi • Asset-backed securities • New York
GLOBAL STAR ACQUISITION, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 22nd, 2022 • Global Star Acquisition Inc. • Blank checks • New York

Global Star Acquisition, Inc., a Delaware corporation (the “Company”), hereby confirms its agreement with EF Hutton, division of Benchmark Investments, LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:

EXHIBIT 10.14 SECURITY AGREEMENT
Security Agreement • November 17th, 2004 • Appliance Warehouse of America Inc • Misc industrial & commercial machinery & equipment • New York
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LUMENT FINANCE TRUST, INC. (a Maryland corporation) 2,400,000 Shares of 7.875% Series A Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share) UNDERWRITING AGREEMENT Dated: April 28, 2021 LUMENT FINANCE TRUST, INC. (a Maryland...
Underwriting Agreement • May 4th, 2021 • Lument Finance Trust, Inc. • Real estate investment trusts • New York

Piper Sandler & Co. Raymond James & Associates, Inc. as representatives of the several underwriters named in Schedule A hereto

DYNEX CAPITAL, INC. 10,500,000 Shares of Common Stock Underwriting Agreement
Underwriting Agreement • June 7th, 2024 • Dynex Capital Inc • Real estate investment trusts • New York

Dynex Capital, Inc., a Virginia corporation (the “Company”), proposes to issue and sell to the underwriter listed in Schedule 1 hereto (the “Underwriter”), for whom you are acting as representative (the “Representative”), an aggregate of 10,500,000 shares (the “Underwritten Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and, at the option of the Underwriter, up to an additional 1,575,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.

TABLE OF CONTENTS
Purchase Agreement • May 9th, 2005 • Securitisation Advisory Services Pty LTD • Asset-backed securities • New York
INDEMNITY AGREEMENT
Indemnity Agreement • May 26th, 2022 • Sunfire Acquisition Corp LTD • Blank checks • New York

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2022, by and between Sunfire Acquisition Corp Limited, a Cayman Islands exempted company with its registered office at PO Box 2681, Cricket Square, Hutchins Drive, Grand Cayman KY1-1111, Cayman Islands (the “Company”), and [●] (“Indemnitee”).

EXHIBIT 10.1 RECEIVABLES PURCHASE AGREEMENT DATED AS OF OCTOBER 13, 2000
Receivables Purchase Agreement • November 9th, 2000 • Lafarge Corp • Cement, hydraulic • New York
EXHIBIT 10.9 SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 15, 2003
Credit Agreement • April 15th, 2003 • Applied Graphics Technologies Inc • Services-mailing, reproduction, commercial art & photography • New York
AMENDMENT NO. 3 to AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 19, 2023
Credit Agreement • May 19th, 2023 • Texas Roadhouse, Inc. • Retail-eating places • New York

This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of August 7, 2017, among TEXAS ROADHOUSE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), each L/C Issuer from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Swing Line Lender.

1,700,000 Shares of Common Stock America’s Car-Mart, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • September 20th, 2024 • Americas Carmart Inc • Retail-auto dealers & gasoline stations • New York

Introductory. America’s Car-Mart, Inc., a Texas corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,700,000 shares of its common stock, par value $0.01 per share (the “Shares”). The 1,700,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 255,000 Shares as provided in ‎Section 2. The additional 255,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters list

RECITALS
Employment Agreement • February 26th, 1998 • Liberty Group Management Services Inc • Illinois
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