Smith Moore Leatherwood Sample Contracts

CREDIT AGREEMENT Dated as of August 17, 2010 among GENTIVA HEALTH SERVICES, INC., as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, The Other Lenders Party Hereto, BANC OF AMERICA SECURITIES LLC, GE...
Credit Agreement • November 9th, 2011 • Gentiva Health Services Inc • Services-home health care services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of August 17, 2010, among Gentiva Health Services, Inc., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, GENERAL ELECTRIC CAPITAL CORPORATION, as Syndication Agent, and BARCLAYS BANK PLC, SUNTRUST BANK and FIFTH THIRD BANK, as Co-Documentation Agents.

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FEE IN LIEU OF TAX AGREEMENT
Fee in Lieu of Tax Agreement • September 7th, 2018
EX-99.2 3 ex99-2.htm EX-99.2 EXECUTION VERSION PURCHASE AND ASSUMPTION AGREEMENT dated as of March 3, 2016 between First Bank and First Community Bank List of Exhibits
Purchase and Assumption Agreement • May 5th, 2020 • North Carolina

This PURCHASE AND ASSUMPTION AGREEMENT, dated as of March 3, 2016 (this “Agreement”), between First Bank, a state-chartered banking corporation, organized under the laws of North Carolina, with its principal office located in Southern Pines, North Carolina (“First Bank” or “Seller”), and First Community Bank, a state-chartered banking corporation, organized under the laws of Virginia, with its principal office located in Bluefield, Virginia (“First Community” or “Purchaser”).

COMPUTER SOFTWARE INNOVATIONS, INC. and Continental Stock Transfer & Trust Company as Rights Agent Rights Agreement
Rights Agreement • March 6th, 2012 • Computer Software Innovations, Inc. • Services-computer integrated systems design • Delaware

Rights Agreement (this “Rights Agreement”), dated as of March 5, 2012, by and between COMPUTER SOFTWARE INNOVATIONS, INC., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Rights Agent”).

EMPLOYMENT AGREEMENT COMPUTER SOFTWARE INNOVATIONS, INC.
Employment Agreement • March 5th, 2009 • Computer Software Innovations Inc • Services-computer integrated systems design

THIS AGREEMENT (this “Agreement”) is made and entered into and shall be effective as of the 1st day of March, 2009, by and between Computer Software Innovations, Inc., a Delaware company (“Company”), and William J. Buchanan (“Employee”).

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • August 14th, 2015 • Patriot National, Inc. • Insurance agents, brokers & service • Delaware

This STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of July 9, 2015, by and among CWIBENEFITS, INC., a Delaware corporation (the “Company”), the shareholders of the Company named on the signature page hereto (collectively, the “Sellers”), and PATRIOT RISK SERVICES, INC., a Delaware corporation (the “Buyer”). Each of the parties named above may be referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined, herein shall have the meanings set forth in Article IX below.

ASSET TRANSFER AGREEMENT
Asset Transfer Agreement • June 29th, 2020 • South Carolina

This ASSET TRANSFER AGREEMENT (this “Agreement”) is made and entered into as of May 13, 2018 by and among The Relentless Church, a South Carolina nonprofit corporation (“Transferee”), and Redemption, a South Carolina nonprofit corporation (“Redemption”) and The Imagine Center, a South Carolina nonprofit corporation (“Imagine” and together with Redemption, “Transferors” or individually a “Transferor”).

AGREEMENT AND PLAN OF MERGER By And Between CAROLINA FINANCIAL CORPORATION CBAC, INC. and CONGAREE BANCSHARES, INC. Dated as of January 5, 2016
Merger Agreement • January 11th, 2016 • Congaree Bancshares Inc • State commercial banks • South Carolina

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of January 5, 2016, is by and between Carolina Financial Corporation, a Delaware corporation (“Buyer”), CBAC, Inc. (“Merger Sub”), a South Carolina corporation and wholly-owned subsidiary of Buyer, and Congaree Bancshares, Inc., a South Carolina corporation (“Seller”). Except as otherwise set forth herein, capitalized and certain other terms used herein shall have the meanings set forth in Section 10.1 of this Agreement.

CONFIDENTIALITY AGREEMENT
Confidentiality Agreement • October 10th, 2012 • N. Harris Computer Corp • Services-computer integrated systems design • Delaware

This Confidentiality Agreement (this "Agreement") is dated as of May 10, 2012 by and between Constellation Software Inc., an Ontario corporation (the "Receiving Party") and Computer Software Innovations, Inc., a Delaware corporation (together with its subsidiaries, the "Company").

FOURTH AMENDMENT TO DEVELOPMENT AGREEMENT
Development Agreement • January 9th, 2015

WHEREAS, on or about December 8, 2009, the Parties entered into a “Development Agreement” pertaining to the Stonehill Pines Planned Unit Development;

GENERAL RELEASE AGREEMENT
General Release Agreement • August 14th, 2009 • Charles & Colvard LTD • Jewelry, silverware & plated ware • North Carolina

WHEREAS, Charles & Colvard contends Mielke was terminated for “Just Cause” as defined by Mielke’s Employment Agreement with Charles & Colvard dated March 19, 2007 as amended August 28, 2007, and, therefore, contends Mielke is not entitled to any “Termination Compensation” as defined by Mielke’s Employment Agreement with Charles & Colvard dated March 19, 2007 as amended August 28, 2007; and

LEASE AGREEMENT COUNTY OF GREENVILLE )
Lease Agreement • February 7th, 2020 • South Carolina

This LEASE AGREEMENT (this “Lease”) is made and entered into this 13th day of May, 2018 (the “Effective Date”), by and between REDEMPTION, a South Carolina non- profit corporation (hereinafter called “Landlord”), and THE RELENTLESS CHURCH, a South Carolina non-profit corporation (hereinafter called “Tenant”).

DEED OF TRUST AND SECURITY AGREEMENT AND FIXTURE FILING (Collateral is or includes fixtures.)
Deed of Trust and Security Agreement • August 25th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts
DEVELOPMENT AGREEMENT
Development Agreement • August 24th, 2016 • North Carolina

This Development Agreement (“Agreement”) is entered into between the Town of Leland (“Town”), a North Carolina Municipal Corporation, and Harrington Village Developers, LLC. (“Harrington”) a North Carolina limited liability company with offices in Brunswick County (collectively the Parties”). The Town’s date of adoption was , and the Agreement became effective pursuant to execution by all parties and recordation by Harrington in

PURCHASE AGREEMENT
Purchase Agreement • May 16th, 2018 • Delaware

PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of December 29, 2017 (the “Execution Date”), by and among Piedmont Pharmaceuticals LLC, a Delaware limited liability company (“Seller”), and Nuvo Pharmaceuticals Inc., an Ontario, Canada corporation (“Buyer”).

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • September 21st, 2009 • Premier Alliance Group, Inc. • Services-computer programming services • North Carolina

THIS ASSET PURCHASE AGREEMENT is made and entered into as of September 18, 2009, by and between Premier Alliance Group, Inc., a Nevada corporation with a principal place of business at 45212 Sharon Road, Suite 300, Charlotte NC 28211 (the “Purchaser”), and PeopleSource, Inc., a North Carolina corporation with a principal place of business at 1399 Ashleybrook Lane, Suite 230, Winston-Salem, NC 27103 (the “Seller”).

US ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 16th, 2018 • Delaware

US ASSET PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of January 12, 2018 (the “Execution Date”), by and among Piedmont Pharmaceuticals LLC, a Delaware limited liability company (“Seller”), and Nuvo Pharmaceuticals (Ireland) Limited, an Irish limited liability company (“Buyer”).

Return to: Erika B. Newsom, Esq. Smith Moore Leatherwood, LLP
Modification Agreement • December 23rd, 2009 • Computer Software Innovations, Inc. • Services-computer integrated systems design
Independent Contractor Agreement For Transportation Services
Independent Contractor Agreement • July 12th, 2021

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Re: Payment on Subordinated Notes
Loan Agreement • May 15th, 2009 • Computer Software Innovations Inc • Services-computer integrated systems design

This letter is being provided to you in connection with the Second Amended and Restated Loan and Security Agreement dated September 14, 2007 (the “Loan Agreement”) and other documents described or contemplated therein or related thereto (the “Loan Documents”) between Computer Software Innovations, Inc. (the “Borrower” or “CSI”) and RBC Centura Bank (the “Bank”). Specifically, this letter concerns potential defaults or violations of certain covenants under the Loan Documents arising out of our proposed amendment of and principal payments on certain Subordinated Debt as set forth on Exhibit A attached hereto (collectively, the “Subordinated Debt Amendment”). The Subordinated Debt Amendment has not yet been consummated by the parties.

Duke Energy Power Purchase Agreement
Power Purchase Agreement • May 13th, 2022

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ASSIGNMENT OF LEASES AND RENTS
Assignment of Leases and Rents • August 25th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

Lender: Sun Life Assurance Company of Canada, a Canadian corporation, together with other holders from time to time of the Note (as herein defined).

Return to: Erika B. Newsom, Esq. Smith Moore Leatherwood, LLP
Modification Agreement • November 12th, 2010 • Computer Software Innovations, Inc. • Services-computer integrated systems design
Space Above Line for Processing Data RBC Bank (USA) Modification Agreement (Cover Page) Prepared by: Erika B. Newsom Smith Moore Leatherwood, LLP P.O. Box 87 Greenville, SC 29602 State of South Carolina County of Greenville From: COMPUTER SOFTWARE...
Modification Agreement • September 17th, 2008 • Computer Software Innovations Inc • Services-computer integrated systems design

THIS MODIFICATION AGREEMENT (“Modification Agreement”), entered into as of the 11th day of September, 2008 (the “Effective Date”), by COMPUTER SOFTWARE INNOVATIONS, INC. (“Borrower”, whether one or more) with a mailing address of 900 East Main Street, Suite T, Easley, South Carolina 29640, and RBC BANK (USA), formerly known as RBC Centura Bank (“Bank”), with a mailing address of Post Office Box 1220, Rocky Mount, North Carolina 27802-1220

EMPLOYMENT AGREEMENT COMPUTER SOFTWARE INNOVATIONS, INC.
Employment Agreement • March 5th, 2009 • Computer Software Innovations Inc • Services-computer integrated systems design • Delaware

THIS AGREEMENT (this “Agreement”) is made and entered into and shall be effective as of the 1st day of March, 2009, by and between Computer Software Innovations, Inc., a Delaware company (“Company”), and Nancy K. Hedrick (“Employee”).

AMENDMENT AND RESTATEMENT AGREEMENT Dated as of December 21, 2015
Amendment and Restatement Agreement • January 8th, 2016 • TimkenSteel Corp • Steel works, blast furnaces & rolling mills (coke ovens) • New York

AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of December 21, 2015 among TIMKENSTEEL CORPORATION, the other LOAN PARTIES from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent and BANK OF AMERICA, N.A. and HSBC BANK USA, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Return to: Erika B. Newsom, Esq. Smith Moore Leatherwood, LLP
Modification Agreement • July 1st, 2010 • Computer Software Innovations, Inc. • Services-computer integrated systems design
PURCHASE AND SALE AGREEMENT BY AND AMONG DASEKE, INC., DASEKE TRS LLC, AND THOMAS R. SCHILLI, dated May 1, 2017
Purchase and Sale Agreement • August 9th, 2017 • Daseke, Inc. • Transportation services • Delaware
COMPUTER SOFTWARE INNOVATIONS, INC. Easley, South Carolina 29640 August 18, 2008
Waiver for Acquisition of Assets • August 20th, 2008 • Computer Software Innovations Inc • Services-computer integrated systems design

This letter is being provided to you in connection with the Second Amended and Restated Loan and Security Agreement dated September 14, 2007 (as amended, the “Loan Agreement”) and other documents described or contemplated therein or related thereto (the “Loan Documents”) between Computer Software Innovations, Inc. (the “Borrower” or “CSI”) and RBC Bank (USA) (formerly, RBC Centura Bank, the “Bank”). Specifically, this letter concerns potential defaults or violations of certain covenants under the Loan Documents arising out of our negotiation, execution and delivery of that certain Agreement and Plan of Reorganization between CSI, Version3, Inc., a South Carolina corporation (“Version3”), and certain shareholders of Version3 identified therein (the “Acquisition Agreement”), as well as certain other documents and agreements contemplated therein (collectively, with the Acquisition Agreement, referred to as the “Acquisition Documents”). These Acquisition Documents have not yet been execute

September 3, 2009
Waiver Concerning Subordinated Notes • September 4th, 2009 • Computer Software Innovations, Inc. • Services-computer integrated systems design
NOTE, DEED OF TRUST AND RELATED LOAN DOCUMENTS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT
Assignment, Assumption and Modification Agreement • August 25th, 2015 • Bluerock Residential Growth REIT, Inc. • Real estate investment trusts

THIS NOTE, DEED OF TRUST AND RELATED LOAN DOCUMENTS ASSIGNMENT, ASSUMPTION AND MODIFICATION AGREEMENT (this “Agreement”) is made this 19 day of August, 2015 between AR I BORROWER, LLC, a Delaware limited liability company (the “Original Borrower”) whose address is c/o Catalyst Development Partners, 808 Glenwood Avenue, SE, Suite H, Atlanta, GA 30316, BR ASHTON I OWNER, LLC, a Delaware limited liability company (the “New Borrower”) whose address is c/o Bluerock Real Estate, L.L.C., 712 Fifth Avenue – 9th Floor, New York, NY 10019, and SUN LIFE ASSURANCE COMPANY OF CANADA, a Canadian corporation (“Lender”) whose address is c/o Sun Life of Canada, One Sun Life Executive Park, Wellesley Hills, MA 02481, Attention: Mortgage Investments Group, in order to document the assignment and assumption of the $31,900,000.00 original principal amount loan from Lender to Original Borrower dated November 22, 2013 (the "Loan"), including the assignment by Original Borrower and assumption by New Borrower

COMPUTER SOFTWARE INNOVATIONS, INC.
Loan Agreement • August 14th, 2008 • Computer Software Innovations Inc • Services-computer integrated systems design

This letter is being provided to you in connection with the Second Amended and Restated Loan and Security Agreement dated September 14, 2007 (as amended, the “Loan Agreement”) and other documents described or contemplated therein or related thereto (the “Loan Documents”) between Computer Software Innovations, Inc. (the “Borrower” or “CSI”) and RBC Bank (USA) (formerly, RBC Centura Bank, the “Bank”). Specifically, this letter concerns potential defaults or violations of certain covenants under the Loan Documents arising out of our proposed program of utilizing operating leases for fleet cars in an aggregate acquisition amount of up to $1.5 million (the “Operating Leases”). An email from me to you dated August 7, 2008 described the program. The Operating Lease program has not yet been consummated by CSI.

LEASE AGREEMENT
Lease Agreement • March 28th, 2012 • North Carolina

THIS LEASE AGREEMENT (the “Lease”) is made and entered into this day of March 2012 (the “Date of this Agreement”) by and between RESEARCH TRIANGLE REGIONAL PUBLIC TRANSPORTATION AUTHORITY (d/b/a Triangle Transit), a body corporate and politic organized in accordance with Article 26 of Chapter 160A of the North Carolina General Statutes (“Landlord”) and DURHAM COUNTY, a political subdivision of the State of North Carolina as confirmed by North Carolina General Statute Section 153A-10 (“Tenant”) (Landlord and Tenant hereinafter collectively, the “Parties” and either individually a “Party”).

Return to: Richard L. Few, Esq. Smith Moore Leatherwood, LLP
Modification Agreement • September 23rd, 2011 • Computer Software Innovations, Inc. • Services-computer integrated systems design
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