Polsinelli Shughart Sample Contracts

CREDIT AGREEMENT dated as of June 19, 2014, among LMI AEROSPACE, INC., as Borrower, The Lenders Party Hereto and ROYAL BANK OF CANADA, as Administrative Agent and ROYAL BANK OF CANADA and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Collateral Agents...
Credit Agreement • June 20th, 2014 • Lmi Aerospace Inc • Aircraft parts & auxiliary equipment, nec • New York

CREDIT AGREEMENT dated as of June 19, 2014 (this “Agreement”), among LMI AEROSPACE, INC., a Missouri corporation (the “Borrower”), the LENDERS party hereto, ROYAL BANK OF CANADA, as Administrative Agent, ROYAL BANK OF CANADA AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Collateral Agents, and SUNTRUST BANK as Documentation Agent.

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SECURITY BANCSHARES OF PULASKI COUNTY, INC.
Placement Agency Agreement • February 16th, 2021 • New York

Security Bancshares of Pulaski County, Inc., a Missouri corporation (the "Company"), Security Bank of Pulaski County, a Missouri banking corporation (the "Bank"), and the United States Department of the Treasury (the "Selling Shareholder") each confirms its agreement (this "Agreement") with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill") and Stifel, Nicolaus & Company, Incorporated ("Stifel," and collectively with Sandler O'Neill, the "Placement Agents") with respect to the direct sale by the Selling Shareholder to one or more Winning Bidders (as defined in Section 2(a) hereof) and the placement, as agent of the Selling Shareholder, by the Placement Agents of 2,152 of shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, of the Company and 108 Shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of the Company (collectively, the "Securities").

CREDIT AGREEMENT
Credit Agreement • January 4th, 2013 • Lmi Aerospace Inc • Aircraft parts & auxiliary equipment, nec • New York

CREDIT AGREEMENT dated as of December 28, 2012 (this “Agreement”), among LMI AEROSPACE, INC., a Missouri corporation (the “Borrower”), the LENDERS party hereto and ROYAL BANK OF CANADA, as Administrative Agent.

—] Shares ARATANA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 28th, 2014 • Aratana Therapeutics, Inc. • Pharmaceutical preparations • New York
EX-10.7 22 exh_10-7bpsa.htm AMENDED AND RESTATED SUBSERVICING AGREEMENT, DATED AS OF JANUARY 18, 2013 EXECUTION VERSION AMENDED AND RESTATED SUBSERVICING AGREEMENT between KEYCORP REAL ESTATE CAPITAL MARKETS, INC. and BERKADIA COMMERCIAL MORTGAGE LLC...
Subservicing Agreement • May 5th, 2020 • New York

THIS AMENDED AND RESTATED SUBSERVICING AGREEMENT (as it may be further amended, supplemented or modified, this “Agreement”), dated and effective as of January 18, 2013 by and between KEYCORP REAL ESTATE CAPITAL MARKETS, INC., an Ohio corporation (together with its successors and assigns permitted under this Agreement, “KRECM”), and BERKADIA COMMERCIAL MORTGAGE LLC, a Delaware limited liability company (together with its successors and assigns permitted under this Agreement, the “Subservicer”).

6,500,000 Shares ARATANA THERAPEUTICS, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 6th, 2014 • Avalon Ventures IX GP, LLC • Pharmaceutical preparations • New York
EX-10.9 10 d368735dex109.htm ASSIGNMENT OF LEASES AND RENTS This instrument was prepared by and after recording should be returned to: KEYBANK NATIONAL ASSOCIATION 11501 Outlook, Suite 300 Overland Park, Kansas 66211 Attention: Mary Ann Gripka Loan...
Assignment of Leases and Rents • May 5th, 2020

THIS ASSIGNMENT OF LEASES AND RENTS (“Assignment”) is made as of June 13, 2012, by and between TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company (“Borrower”) and KEYBANK NATIONAL ASSOCIATION, a national banking association (“Lender”).

CREDIT AGREEMENT dated as of May 2, 2012 among STOCKBRIDGE/SBE HOLDINGS, LLC, as Borrower, STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, as Holdings, THE OTHER GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors, THE LENDERS PARTY HERETO and J.P....
Credit Agreement • January 13th, 2015 • Stockbridge/Sbe Investment Company, LLC • Hotels & motels • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of May 2, 2012 among STOCKBRIDGE/SBE HOLDINGS, LLC, a Delaware limited liability company (“Borrower”), STOCKBRIDGE/SBE INVESTMENT COMPANY, LLC, a Delaware limited liability company (“Holdings”), the other Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I), the Lenders, J.P. MORGAN SECURITIES LLC, as lead arranger (in such capacity, “Arranger”), syndication agent (in such capacity, “Syndication Agent”) and sole bookrunning manager (in such capacity, “Bookrunner”), KEYCORP REAL ESTATE CAPITAL MARKETS, INC., as administrative agent (in such capacity, “Administrative Agent”) for the Lenders and as collateral agent (in such capacity, “Collateral Agent”) for the Secured Parties and UNION GAMING ADVISORS, LLC, as documentation agent (in such capacity, “Documentation Agent”).

LOAN AGREEMENT Dated as of October 10, 2012 Between SSTI 281 RICHWOOD RD, LLC; SSTI 2526 RITCHIE ST, LLC; SSTI 5970 CENTENNIAL CIR, LLC; SSTI 815 LASALLE AVE, LLC; SSTI 8900 MURRAY AVE, LLC; SSTI 2025 N RANCHO DR, LLC; SSTI 3200 ROUTE 37 E, LLC; SSTI...
Loan Agreement • October 15th, 2012 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of October 10, 2012 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (“Lender”) and SSTI 281 RICHWOOD RD, LLC, a Delaware limited liability company (“281 Richwood”); SSTI 2526 RITCHIE ST, LLC, a Delaware limited liability company (“2526 Ritchie”); SSTI 5970 CENTENNIAL CIR, LLC, a Delaware limited liability company (“5970 Centennial”); SSTI 815 LASALLE AVE, LLC, a Delaware limited liability company (“815 LaSalle”); SSTI 8900 MURRAY AVE, LLC, a Delaware limited liability company (“8900 Murray”); SSTI 2025 N RANCHO DR, LLC, a Delaware limited liability company (“2025 N. Rancho”); SSTI 3200 ROUTE 37 E, LLC, a Delaware limited liability company (“3200 Route 37 E”); SSTI 12714 S LA CIENEGA BLVD, LLC, a Delaware limited liability company (“12714 S. La Cienega”); an

EMPLOYMENT AGREEMENT
Employment Agreement • January 4th, 2013 • Lmi Aerospace Inc • Aircraft parts & auxiliary equipment, nec • Missouri
DEVELOPMENT AGREEMENT
Development Agreement • June 2nd, 2011 • Kansas

KANSAS, a municipal corporation duly organized under the laws of the State of Kansas (“City”); and MISSION ROAD FARMS, L.P., a Kansas limited partnership, (the “Developer”).

Title of Document: DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Date of Document: June 13, 2012 Grantor(s): TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company Mailing Address: 1900 Main Street,...
Deed of Trust • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts

THIS DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (this “Security Instrument”) is made as of this 13th day of June, 2012, by TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614, as Grantor (“Borrower”) to TRUSTEE SERVICES, INC., a Missouri corporation, having an address at c/o Polsinelli Shughart PC, 700 W. 47th Street, Ste. 1000, Kansas City, MO 64112, as Trustee / Grantee (“Trustee”) for the benefit of KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, as beneficiary / grantee (together with its successors and assigns, “Lender”).

AGREEMENT AND PLAN OF MERGER by and among: LIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation; CAYMUS ACQUISITION, INC., a Delaware corporation; and CYDEX PHARMACEUTICALS, INC., a Delaware corporation Dated as of January 14, 2011
Merger Agreement • January 26th, 2011 • Ligand Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 14, 2011, by and among Ligand Pharmaceuticals Incorporated, a Delaware corporation (“Parent”); Caymus Acquisition, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); and CyDex Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings given to them in Article I.

GUARANTY AGREEMENT
Guaranty Agreement • October 15th, 2012 • Strategic Storage Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made effective as of October 10, 2012, by STRATEGIC STORAGE TRUST, INC., a Maryland corporation, whose address is 111 Corporate Drive, Suite 120, Ladera Ranch, CA 92694 (“Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having a place of business at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, its successors and assigns (“Lender”).

TAX INCREMENT FINANCING REDEVELOPMENT AGREEMENT Between the CITY OF KEARNEY, MISSOURI and STAR ACQUISITIONS, INC.
Tax Increment Financing Redevelopment Agreement • September 19th, 2012 • Missouri

Now, therefore, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the adequacy and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

LEASE AGREEMENT BETWEEN W2005 RPS REALTY, L.L.C., AS LANDLORD, AND ARIBA, INC., AS TENANT DATED JANUARY 6, 2011 SUNNYVALE, CALIFORNIA
Lease Agreement • May 6th, 2011 • Ariba Inc • Services-prepackaged software • California

This Lease Agreement (this “Lease”) is entered into as of January 6, 2011, between W2005 RPS REALTY, L.L.C., a Delaware limited liability company (“Landlord”), and ARIBA, INC., a Delaware corporation (“Tenant”).

ENCORE CAPITAL GROUP, INC. 7.75% Senior Secured Notes due September 17, 2017 7.375% Senior Secured Notes due February 10, 2018 AMENDED AND RESTATED SENIOR SECURED NOTE PURCHASE AGREEMENT February 10, 2011
Senior Secured Note Purchase Agreement • April 27th, 2011 • Encore Capital Group Inc • Short-term business credit institutions • New York

Encore Capital Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), agrees with each of the purchasers whose names appear at the end hereof (each, a “Purchaser” and, collectively, the “Purchasers”) as follows:

EX-10.19 20 d368735dex1019.htm SUBORDINATION OF MANAGEMENT AGREEMENT Loan No. 10061253 SUBORDINATION OF MANAGEMENT AGREEMENT
Subordination of Management Agreement • May 5th, 2020 • New York

THIS SUBORDINATION OF MANAGEMENT AGREEMENT (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”) is made as of the 13th day of June, 2012, by TNP SRT PORTFOLIO II HOLDINGS, LLC, a Delaware limited liability company having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Borrower”), to KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 11501 Outlook, Suite 300, Overland Park, Kansas 66211 (together with its successors and assigns, “Lender”), TNP SRT PORTFOLIO II, LLC, a Delaware limited liability company having an address at 1900 Main Street, Suite 700, Irvine, California 92614 (“Mortgage Borrower”), and TNP PROPERTY MANAGER, LLC, a Delaware limited liability company, having its principal place of business at 1900 Main Street, Suite 700, Irvine, California 92614 (“Manager”).

EX-10.1 2 d252544dex101.htm AMENDED AND RESTATED LOAN AGREEMENT AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • May 5th, 2020 • Missouri

THIS AMENDED AND RESTATED LOAN AGREEMENT (“Agreement”) is made effective as of the 3rd day of November, 2011 (the “Effective Date”), by and between FIFTH THIRD BANK, an Ohio banking corporation, and its successors and assigns (hereinafter referred to as “Lender”), having an address at 8000 Maryland Avenue, Suite 1400, St. Louis, Missouri 63105, and REG DANVILLE, LLC, a Delaware limited liability company (hereinafter referred to as “Borrower”), with an address of 416 South Bell Avenue, Ames, Iowa 50010.

FUNDING AGREEMENT
Funding Agreement • December 2nd, 2010 • Kansas

THIS FUNDING AGREEMENT (the "Agreement") is entered into this day of 20 , between MC Prairiefire, LLC (the "Applicant"), and the City of Overland Park, Kansas (the "City").

TRONOX INCORPORATED TORT CLAIMS TRUST AGREEMENT
Tort Claims Trust Agreement • March 22nd, 2021 • Delaware

Agreement”) dated as of the Effective Date, by and between Tronox Incorporated (“Tronox”) and its debtor affiliates listed on the signature pages annexed hereto (collectively, the “Tronox Debtors”), The Garretson Resolution Group, Inc. as trustee (the “Tort Claims Trustee”); Wilmington Trust Company, a Delaware banking corporation, as the trustee for purposes of Chapter 38 of title 12 of the Delaware Code, 12 Del. C. §§3801 et seq. (the “Delaware Trustee”); and the members of the Tort Claims Trust Advisory Committee as identified on the signature pages to this agreement (the “TAC”) is executed to facilitate the implementation of the First Amended Joint Plan of Reorganization of Tronox Incorporated et al. Pursuant to Chapter 11 of the Bankruptcy Code [Ex. B to Docket No. 2402] (as may be amended, modified or supplemented from time to time, the “Plan”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan.

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FUNDING AGREEMENT
Funding Agreement • May 17th, 2012 • Kansas
CONSENT, MODIFICATION AND ASSUMPTION AGREEMENT WITH RELEASE
Consent, Modification and Assumption Agreement • November 15th, 2012 • Moody National REIT I, Inc. • Real estate investment trusts

This Consent, Modification and Assumption Agreement With Release (this “Agreement”) is entered into as of November 7, 2012, by and among WOODLANDS TERRAPIN INVESTORS I, LLC, WOODLANDS TERRAPIN INVESTORS II, LLC, WOODLANDS TERRAPIN INVESTORS III, LLC, 537 HOUSTON, LLC, MAVEN HOUSTON, LLC, MARC HOTEL HOUSTON, LLC, AND MIRIAM HOTEL HOUSTON, LLC, each a Texas limited liability company, jointly and severally as tenants in common (collectively, “Seller”), each with an address of 38 Miller Avenue, Suite 109, Mill Valley, California 94941, Attention: Anthony Jon Sherman, SHERMAN FAMILY TRUST DTD 4/22/03 TRUST, with an address of 38 Miller Avenue, Suite 109, Mill Valley, California 94941, MARC E. LIPTON LIVING TRUST, with an address of 18930 W. 10 Mile Road, Suite 3000, Southfield, Michigan 48075, MARC E. LIPTON, an individual with an address of 18930 W. 10 Mile Road, Suite 3000, Southfield, Michigan 48075, CRAIG S. LIPTON REVOCABLE TRUST DTD 3/22/04, with an address of 1138 Taylor Street, San

Contract
Acquisition and Share Exchange Agreement • May 5th, 2020 • New York

EX-2.1 2 ex2-1.htm EXHIBIT 2.1 Exhibit 2.1 ACQUISITION AND SHARE EXCHANGE AGREEMENT BY AND AMONG CORPORATE RESOURCE SERVICES, INC., TS STAFFING SERVICES, INC., AND ROBERT CASSERA Dated as of November 21, 2011 TABLE OF CONTENTS

GUARANTY AGREEMENT
Guaranty Agreement • June 19th, 2012 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • New York

THIS GUARANTY AGREEMENT (this “Guaranty”) is made effective as of June 13, 2012, by TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation, whose address is 1900 Main Street, Suite 700, Irvine, California 92614 (“Guarantor”) in favor of KEYBANK NATIONAL ASSOCIATION, a national banking association, having a place of business at 11501 Outlook, Suite 300, Overland Park, Kansas 66211, its successors and assigns (“Lender”).

Contract
Settlement Agreement • October 30th, 2012 • Missouri

SETTLEMENT AND RELEASE AGREEMENT (“Agreement”) made subject to approval by the Court, as defined herein, by Plaintiffs, Michael P. Gilmor, Shellie Gilmor, James Woodward, Kathleen Woodward, and William Hudson, (the “Named Plaintiffs”), as the proposed representatives of the “LaSalle Settlement Class,” as defined herein, and Defendant Bank of America, N.A., as successor by merger to LaSalle National Bank in its capacity as former trustee for Impac CMB Trust Series 1999-1 (“LaSalle” or “Settling Defendant”). The Named Plaintiffs and LaSalle are collectively referred to as the “Parties.”

FUNDING AGREEMENT
Funding Agreement • June 27th, 2013 • Kansas
FUNDING AGREEMENT
Funding Agreement • November 13th, 2014 • Kansas
Contract
Common Stock Purchase Agreement • May 22nd, 2013 • SCG Financial Acquisition Corp. • Services-business services, nec • Delaware
EXCLUSIVE LICENSE AND OPTION AGREEMENT
Exclusive License and Option Agreement • November 9th, 2011 • Cleveland Biolabs Inc • Services-commercial physical & biological research • New York

This Exclusive License and Option Agreement (“Agreement”) is made effective as of September 23, 2011 (“Effective Date”) by and between Children’s Cancer Institute Australia for Medical Research, , a not for profit medical institute formed under the laws of Australia with registration number ACN 072 279 559 (“CCIA”), and Panacela Labs, Inc., a Delaware corporation (“Panacela”). The parties hereto are additionally referred to individually as a “Party”, and collectively, the “Parties”.

AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF ONTARIO HOSPITALITY PROPERTIES, LLLP
Limited Partnership Agreement • April 30th, 2012 • Innsuites Hospitality Trust • Real estate investment trusts • Arizona

THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) is made as of January 31st, 2011, by and among RRF-LP LLC I, as a Limited Partner, and RRF, Limited Partnership and RARE EARTH FINANCIAL, L.L.C., as General Partners, and each other Person who at any time becomes a Limited Partner or General Partner in accordance with the terms of this Agreement and the Act, of ONTARIO HOSPITALITY PROPERTIES, LLLP, , an Arizona limited liability limited partnership (the “Partnership”).

OPTION AGREEMENT
Option Agreement • September 30th, 2010 • US Federal Properties Trust Inc. • Real estate investment trusts • Delaware

THIS OPTION AGREEMENT (this “Agreement”) is made and entered into this day of , 2010, by and between Richard Baier (“Rick Baier”), Cathleen M. Baier (“Cathy Baier”), Daniel K. Carr (“Dan Carr”), each an individual (Rick Baier, Cathy Baier and Dan Carr hereinafter collectively referred to as the “Contributors”), Daniel K. Carr Revocable Trust under Trust Agreement dated June 1, 2006 (the “Carr Trust”), RDB, LLC, a Missouri limited liability company (“RDB”), CMB Development, LLC, a Missouri limited liability company (“CMB”), Jacksonville VA, LLC, a Missouri limited liability company (“Jacksonville VA”; together with Carr Trust, RDB and CMB, collectively, “Seller”) and U.S. Federal Properties Partnership, LP, a Delaware limited partnership, whose principal address is 4705 Central Street, Kansas City, Missouri 64112, and its successors and assigns (“Purchaser”):

PLAN SUPPORT AGREEMENT
Plan Support Agreement • September 3rd, 2010 • New York
ACQUISITION AND SHARE EXCHANGE AGREEMENT BY AND AMONG CORPORATE RESOURCE SERVICES, INC., TS STAFFING SERVICES, INC., AND ROBERT CASSERA Dated as of November 21, 2011
Acquisition and Share Exchange Agreement • November 25th, 2011 • Corporate Resource Services, Inc. • Services-help supply services • New York

THIS ACQUISITION AND SHARE EXCHANGE AGREEMENT (this “Agreement”) dated as of November 21, 2011, is made by and among CORPORATE RESOURCE SERVICES, INC., a Delaware corporation (“Purchaser”), TS STAFFING SERVICES, INC., a Texas corporation (the “Company”), and ROBERT CASSERA, the sole stockholder of Company (“Seller”).

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