Schwabe, Williamson & Wyatt Sample Contracts

AGREEMENT ---------
Asset Purchase Agreement • August 21st, 1998 • United Grocers Inc /Or/ • Wholesale-groceries, general line • Oregon
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AGREEMENT ---------
Asset Purchase Agreement • August 16th, 2004 • Ag Bag International LTD • Plastics products, nec • Wisconsin
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Credit Agreement • November 12th, 1997 • Oregon Metallurgical Corp • Rolling drawing & extruding of nonferrous metals • Illinois
RECITALS:
Consulting Agreement • March 28th, 2000 • Portland Brewing Co /Or/ • Malt beverages • Oregon
SUBLEASE
Sublease • November 12th, 1999 • Pg&e Gas Transmission Northwest Corp • Natural gas transmission • Oregon
AMONG PGI, INC.
Stock Purchase and Sale Agreement • February 14th, 1997 • Production Group International Inc • Services-business services, nec • Delaware
CONFORMED COPY AGREEMENT AND PLAN OF MERGER dated as of October 31, 1997
Merger Agreement • November 5th, 1997 • Oregon Metallurgical Corp • Rolling drawing & extruding of nonferrous metals • Delaware
A-FEM MEDICAL CORPORATION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2005 • Afem Medical Corp • Converted paper & paperboard prods (no contaners/boxes) • Oregon
CREDIT AGREEMENT Dated as of June 6, 2006 among OREGON STEEL MILLS, INC., NEW CF&I, INC., CF&I STEEL, L.P. and COLORADO AND WYOMING RAILWAY COMPANY, as Borrowers, THE OTHER CREDIT PARTIES SIGNATORY HERETO, as Credit Parties, THE LENDERS SIGNATORY...
Credit Agreement • July 28th, 2006 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Illinois

This CREDIT AGREEMENT (this “Agreement”), dated as of June 6, 2006, among OREGON STEEL MILLS, INC., a Delaware corporation (“OSM”), NEW CF&I, INC., a Delaware corporation (“New CF&I”), CF&I STEEL, L.P., a Delaware limited partnership (“CF&I”), COLORADO AND WYOMING RAILWAY COMPANY, a Delaware corporation (“C&W”) (OSM, New CF&I, CF&I and C&W is each individually referred to herein as, a “Borrower” and, collectively, as the “Borrowers”); the other Credit Parties signatory hereto; GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity, “GE Capital”), for itself, as Lender, and as Agent for Lenders; GE CAPITAL FINANCIAL, INC., as an L/C Issuer (an “L/C Issuer”); and the other Lenders signatory hereto from time to time.

AGREEMENT AND PLAN OF MERGER by and among KIMBALL ELECTRONICS MANUFACTURING, INC. GATOR ELECTRONICS, INC. and REPTRON ELECTRONICS, INC. Dated as of December 18, 2006
Merger Agreement • December 19th, 2006 • Kimball International Inc • Office furniture • Florida

The following schedules have been omitted from this filing and will be supplementally furnished to the Securities and Exchange Commission upon request.

OPENPOWER TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • October 14th, 2020 • Delaware

This OpenPOWER Trademark License Agreement (this “Agreement”) is made and entered into by and between the OpenPOWER Foundation (“OpenPOWER”) and the licensee (“Licensee”) identified in the Application Approval Statement (defined below).

AGREEMENT FOR DISPOSITION AND DEVELOPMENT OF PROPERTY IN THE OREGON CONVENTION CENTER URBAN RENEWAL AREA
Agreement for Disposition and Development of Property • May 5th, 2020 • Oregon

APARTMENTS LIMITED PARTNERSHIP (“Developer”). PHB and Developer may be referred to jointly in this Agreement as the “Parties” and individually as a “Party.”

OPENPOWER TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • October 14th, 2016 • Delaware

This OpenPOWER Trademark License Agreement (this “Agreement”) is made and entered into by and between the OpenPOWER Foundation (“OpenPOWER”) and the licensee (“Licensee”) identified in the Application Approval Statement(s) (defined below).

Contract
Asset Purchase Agreement • May 5th, 2020 • California

EX-2.1 2 ex21assetpurchaseagreement.htm EXHIBIT 2.1 ASSET PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (“Agreement”) is between Harris Spice Company Inc., a California corporation (“Buyer”), and Farmer Bros. Co., a Delaware corporation (“Seller”). SECTION 1DEFINITIONS Unless defined elsewhere in this Agreement, capitalized terms used in this Agreement will have the meanings ascribed to them in the attached Appendix A. SECTION 2 ASSETS AND LIABILITIES

Certification Mark License Agreement
Certification Mark License Agreement • September 29th, 2020 • Delaware

This Open Connectivity Foundation Certification Mark License Agreement (“Agreement”), by and between Open Connectivity Foundation, Inc., a Delaware nonprofit mutual benefit corporation with its principal place of business as 3855 SW 153rd Drive, Beaverton, OR 97003 ( “OCF”) and

LICENSE FOR LIMITED USE
License Agreement • March 19th, 2009

This LICENSE FOR LIMITED USE is made and entered into by and between Serial ATA International Organization, an Oregon nonprofit corporation (“Licensor”), and the Information Technology Industries Council (ITI) a nonprofit corporation (“Licensee”).

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EXHIBIT 10.4 INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 14th, 2003 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens)
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 19th, 2008 • Cascade Bancorp • State commercial banks • Oregon

This Employment Agreement (“Agreement”) is entered into effective as of January 1, 2008, between Cascade Bancorp (“Bancorp”) and Bank of the Cascades (“Bank”) (sometimes together referred to as the “Company”) and Patricia Moss (“Executive”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • August 24th, 2016 • Oregon

This Purchase and Sale Agreement (the “Agreement”), dated as of , 2016, is made and entered into by and between Hoskins Valley Timber, LLC, a Delaware limited liability company (“Seller”), and , a

Schedule 10.2(b) Executory Contracts and Unexpired Leases to be Rejected
Executory Contracts and Unexpired Leases • September 9th, 2009

Contract Counterparty Contact Information Contract Type Description of Agreement Change in Status vs Filing on 8/18/09 Abacus Distribution Systems Pte Ltd Abacus International Pte LtdP.O. Box 9133 AMF Albuquerque, NM, 87119 Airline Participation Agreement GDS None Air Dispatch Service, Ltd Washington Dulles International Airport 45005 Aviation DriveDulles, VA, 20166 Standard Ground Handling Agreement - Annex B.1.0 LIR - Full Ground Handling Added Air Transport Association of Canada Air Transport Association of Canada 500 Northwest PlazaSuite 1100St. Louis, MO, 63074 Memorandum of Agreement To allow collection of taxes thru Sabre system Added AirClic, Inc. AirClic, Inc.68 New Hampshire Avenue Portsmouth, NH, 03801 Master License Agreement Track & Trace Cargo Added Airline Services Company Airline Services Company 5200 West 63rd Street Chicago, IL, 60638 Triturator Facility Agreement ABQ Added Airline Tariff Publishing CO (ATPCO) Airline Tariff Publishing CO (ATPCO) 47 W. EllsworthP.

GOOD NEIGHBOR AGREEMENT
Good Neighbor Agreement • September 24th, 2019 • Oregon
After recording, please return to:
Non-Statutory Development Agreement • June 1st, 2022 • Oregon
DEVELOPMENT AGREEMENT BETWEEN
Development Agreement • September 17th, 2024 • Oregon

This Statutory Development Agreement (the “Agreement”) is made and entered into this day of , 2024 by and between DESCHUTES COUNTY, a political subdivision of the State of Oregon (the “County”), and MHC TT, L.P., a Delaware limited partnership (“Developer”), and its assigns, pursuant to ORS 94.504 to 94.528. The County and Developer may be referred to jointly in this Agreement as the “Parties” and individually as a “Party.”

AMENDED AND RESTATED DEVELOPMENT AGREEMENT
Development Agreement • July 25th, 2024 • Oregon
WITH SELECTRON TECHNOLOGIES, INC. TO PROVIDE SOFTWARE UPGRADE, LICENSING, SUPPORT, AND MAINTENANCE SERVICES
Consultant Services Agreement • February 17th, 2023 • California

This Agreement is entered into effective as of December 1, 2022 (“Effective Date”) by and between the City of Chula Vista, a chartered municipal corporation (“City”) and SELECTRON TECHNOLOGIES, INC., anOregon Corporation (“Consultant”) (collectively, the “Parties” and, individually, a “Party”) with reference to the following facts:

REAL ESTATE PURCHASE AND SALE AGREEMENT
Real Estate Purchase and Sale Agreement • July 18th, 2024 • Oregon

This Purchase and Sale Agreement (the “Agreement”), dated as of [_ ], 2024 (the “Effective Date”), is made and entered into by and between RIP CITY MANAGEMENT LLC, a Delaware limited liability company, formerly known as Portland Arena Management LLC (“Seller”), and the CITY OF PORTLAND, an Oregon municipal corporation ( “Purchaser”). All capitalized terms used herein have the meanings ascribed to such terms within this Agreement unless otherwise indicated.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 15th, 2009 • Helix Wind, Corp. • Engines & turbines • Oregon

This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of September 9, 2009, is among Helix Wind, Corp., a Nevada corporation (the "Purchaser"), Helix Wind, Inc., a Nevada Corporation (“Helix”), Abundant Renewable Energy, LLC, an Oregon limited liability company (“ARE”), Renewable Energy Engineering, LLC, an Oregon limited liability company (“REE”; and together with ARE, the “Companies” or individually, the “Company”), and Robert W. Preus and Helen M. Hull (collectively, the “Principals”).

FORM OF CHANGE IN CONTROL AGREEMENT]
Change in Control Agreement • November 30th, 2006 • Oregon Steel Mills Inc • Steel works, blast furnaces & rolling mills (coke ovens) • Oregon

Oregon Steel Mills, Inc. (which, together with its Subsidiaries, is referred to as the “Company”) considers the stability of its key management group to be essential to the best interests of the Company and its stockholders. The Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may arise and that the attendant uncertainty may result in the departure or distraction of key management personnel to the detriment of the Company and its stockholders.

STOCK PURCHASE AGREEMENT BY AND AMONG UTI (U.S.) LOGISTICS HOLDINGS INC., MARKET INDUSTRIES, LTD. AND PETER W. STOTT, PETER W. STOTT QUALIFIED DISPOSITION TRUST, COLUMBIA HOLDINGS LLC, ENDEAVOUR CAPITAL FUND III, L.P., ENDEAVOUR ASSOCIATES FUND III,...
Stock Purchase Agreement • March 13th, 2006 • UTi WORLDWIDE INC • Arrangement of transportation of freight & cargo • Oregon

This Stock Purchase Agreement (this “Agreement”) is made and entered into as of March 7, 2006, by and among (i) UTi (U.S.) Logistics Holdings Inc., a Delaware corporation (the “Purchaser”), (ii) Market Industries, Ltd., an Oregon corporation (the “Company”), and (iii) Columbia Holdings, LLC, a Delaware limited liability company, P. Brian Fitzgerald, Endeavour Capital Fund III, L.P., a Delaware limited partnership (“Endeavour Capital”), Endeavour Associates Fund III, L.P., a Delaware limited partnership (“Endeavour Associates”) (each individually, a “Seller” and collectively, the “Sellers”), the other parties listed on the signature page hereto who hold options to purchase Series B Preferred Stock and/or Common Stock of the Company (each a “Management Option Holder” and collectively, the “Management Option Holders”) (the Sellers together with the Management Option Holders are referred to herein individually as a “Seller Party” and collectively, as the “Seller Parties”), Peter W. Stott (

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