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Preview Full Doc	2005	Administrative Services Agreement Administrative Services Agreement (70K) Doc #1045705: Click preview link for longer preview. <DESCRIPTION>ADMINISTRATIVE SERVICES AGREEMENT <TEXT> ADMINISTRATIVE SERVICES AGREEMENT between SECURITY LIFE OF DENVER INSURANCE COMPANY SECURITY LIFE OF DENVER INTERNATIONAL LIMITED (referred to collectively as the Companies) and SCOTTISH RE (U.S.), INC. (referred . . . 1045705	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Administrative Services Agreement: Sutherland Asbill – 30327 With a concurrent copy to: B. Scott Burton Corporate General Counsel ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 15 <PAGE> To Administrator: Scottish Re (U.S.), Inc. 13840 Ballantyne Corporate Place, Suite 500 Charlotte, _____________ dt 1529072 ; SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Administrative Services Agreement: Scottish Re Group Limited, – a Bermuda-domiciled life insurance company ("SLDI" and, together with SLD, the "Companies") and Scottish Re (U.S.), Inc., a Delaware-domiciled life insurance company (the "Administrator"). WHEREAS, the Companies, Scottish Re Group Limited, the Administrator and Scottish Re Life (Bermuda) Limited, a Bermuda insurance company ("Scottish Bermuda"), have entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the "Asset _____________ dt 1380491 ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Administrative Services Agreement: Bank of New York – to provide such services. Also listed are certain ING Treasury processes and protocols, and Scottish Re's responsibilities related thereto. I. The SLD Re Assets will be custodied at The Bank of New York ("BONY"). IIM will download cash transactions directly from BONY electronic feeds and post securities-related transactions to IIM's electronic tracking and reporting systems (the "IIM Systems") on a _____________ Bank of New York. – custodian fees and the disbursement account bank fees hereunder. 3. ING Treasury will be notified by Scottish Re, or the Subadviser, of all SLD Re investment transactions settling at The Bank of New York. Cash shortfalls (due to over purchases or failed trades) will be funded by ING Treasury access to a Security Life line of credit or cash held in Security Life' _____________ Bank of New York – selected by Scottish Re and reasonably acceptable to ING Treasury. 4. Custody bank fees related to or arising from the SLD Portfolios will continue to be direct debited to the Bank of New York account and posted to the Security Life general ledger by IIM. 23 </TEXT> </DOCUMENT> _____________ dt 1585919
Preview Full Doc	2003	Agency Agreement Agency Agreement (78K) Doc #322397: Click preview link for longer preview. Oragenics, Inc. Agency Agreement March 28, 2003 Haywood Securities Inc. 20th Floor Commerce Place, 400 Burrard Street Vancouver, British Columbia Dear Sirs: Oragenics, Inc., a corporation organized under the laws of Florida (the "Company"), proposes to issue and sell to the public in British Columbia and Alberta 2,400,000 Units at a price per Unit of $1.25 (the "Offering Price") by way of initial public offering in the Provinces of British Columbia and Alberta (the "Canadian Qualifying Jurisdictions"). The Company appoints Haywood Securities Inc. (the "Agent") as its exclusive agent . . . 322397	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agency Agreement: Sutherland Asbill – any Canadian Securities Regulatory Authority shall have been complied with to the Agent's reasonable satisfaction. -10- (b) The Company shall have caused Sutherland Asbill & Brennan ("SAB"), U.S. corporate counsel for the Company, and Conrad Lysiak ("CL"), U.S. securities counsel for the Company, to have _____________ dt 610329 ;	Oragenics Oragenics, Inc. ( Pharmaceutical Preparations ) As referenced in this Agency Agreement: Oragenics, Inc – Exhibit 1.2 Agency Agreement EX-1 3 exh-12.htm AGENCY AGREEMENT WITH HAYWOOD SECURITIES INC. Exhibit 1.2 Oragenics, Inc . Agency Agreement March 28, 2003 Haywood Securities Inc. 20th Floor Commerce Place, 400 Burrard Street Vancouver, British Columbia Dear Sirs: Oragenics, Inc., _____________ Oragenics, Inc – 2 Oragenics, Inc. Agency Agreement March 28, 2003 Haywood Securities Inc. 20th Floor Commerce Place, 400 Burrard Street Vancouver, British Columbia Dear Sirs: Oragenics, Inc ., a corporation organized under the laws of Florida (the "Company"), proposes to issue and sell to the public in British Columbia and _____________ dt 545764
Preview Full Doc	2003	Agreement and Plan of Merger Agreement and Plan of Merger (175K) Doc #263083: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PMC COMMERCIAL TRUST AND PMC CAPITAL, INC. ---------- DATED AS OF MARCH 27, 2003 ---------- {PAGE} TABLE OF CONTENTS {Table} {S} {C} ARTICLE I THE MERGER..................................................................................2 1.1. The Merger..................................................................................2 1.2. Closing.....................................................................................2 1.3. Effective Time..............................................................................2 1.4. Effects of the Merger.......................................................................2 1.5. Charter and Bylaws..........................................................................2 1.6. Taking of Necessary Action..................................................................3 ARTICLE II BOARD AND OFFICERS OF THE SURVIVING ENTITY..................................................3 2.1. Board of the Surviving Entity...............................................................3 2.2. Officers of the Surviving Entity............................................................3 ARTICLE III EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE CONSTITUENT ENTITIES......................3 3.1. Effect on Capital Stock.....................................................................3 3.2. Capital Stock Options and Related Matters...................................................4 ARTICLE IV PAYMENT FOR SHARES; EXCHANGE OF CERTIFICATES................................................5 4.1. Exchange Agent..............................................................................5 4.2. Exchange Procedures.........................................................................5 4.3. Dividends and Distributions.................................................................6 4.4. No Further Ownership Rights in Capital Common Stock.........................................7 4.5. Termination of Exchange Fund................................................................7 4.6. No Liability................................................................................7 4.7. Lost Certificates...........................................................................7 4.8. Withholding Rights..........................................................................7 4.9. No Fractional Shares........................................................................8 4.10. Voting Rights...............................................................................8 ARTICLE V REPRESENTATIONS AND WARRANTIES OF CAPITAL...................................................9 5.1. Organization, Standing and Corporate Power of Capital.......................................9 5.2. Capital Subsidiaries........................................................................9 5.3. Capital Structure..........................................................................10 5.4. Authority; Noncontravention................................................................10 5.5. Consents...................................................................................11 5.6. SEC Documents; Financial Statements; Undisclosed Liabilities...............................12 5.7. Binding Effect.............................................................................12 5.8. Absence of Certain Changes or Events.......................................................12 5.9. Litigation.................................................................................13 5.10. Environmental Matters......................................................................13 5.11. Related Party Transactions.................................................................14 5.12. Absence of Changes in Benefit Plans; ERISA Compliance......................................14 {/Table} {PAGE} {Table} {S} {C} 5.13. Properties.................................................................................15 5.14. Taxes......................................................................................16 5.15. No Payments to Employees, Officers or Directors............................................16 5.16. Brokers; Schedule of Fees and Expenses.....................................................17 5.17. Compliance with Laws.......................................................................17 5.18. Contracts; Debt Instruments................................................................17 5.19. Opinion of Financial Advisor...............................................................17 5.20. Takeover Statutes..........................................................................17 5.21. Registration Statement and Proxy Statement.................................................17 5.22. Vote Required..............................................................................18 ARTICLE VI REPRESENTATIONS AND WARRANTIES OF TRUST....................................................18 6.1. Organization, Standing and Power of Trust..................................................18 6.2. Trust Subsidiaries.........................................................................18 6.3. Capital Structure..........................................................................19 6.4. Authority; Noncontravention................................................................19 6.5. Consents...................................................................................20 6.6. SEC Documents; Financial Statements; Undisclosed Liabilities...............................20 6.7. Binding Effect.............................................................................21 6.8. Absence of Certain Changes or Events.......................................................21 6.9. Litigation.................................................................................22 6.10. Environmental Matters......................................................................22 6.11. Related Party Transactions.................................................................22 6.12. Properties.................................................................................22 6.13. Taxes......................................................................................23 6.14. No Payments to Employees, Officers or Trust Managers.......................................24 6.15. Employees..................................................................................24 6.16. Brokers; Schedule of Fees and Expenses.....................................................24 6.17. Compliance with Laws.......................................................................24 6.18. Contracts; Debt Instruments................................................................24 6.19. Opinion of Financial Advisor...............................................................25 6.20. Takeover Statutes..........................................................................25 6.21. Registration Statement and Proxy Statement.................................................25 6.22. Vote Required..............................................................................25 ARTICLE VII COVENANTS..................................................................................25 7.1. Conduct of Business by Capital.............................................................25 7.2. Conduct of Business by Trust...............................................................27 7.3. Other Actions..............................................................................28 ARTICLE VIII ADDITIONAL COVENANTS.......................................................................28 8.1. Preparation of the Registration Statement and the Proxy Statement; Capital Shareholders Meeting and Trust Shareholders Meeting................................28 8.2. Access to Information; Confidentiality.....................................................29 8.3. Commercially Reasonable Efforts; Notification..............................................30 8.4. Hart-Scott-Rodino..........................................................................31 {/Table} ii {PAGE} {Table} {S} {C} 8.5. SBA Approval...............................................................................31 8.6. Updating Schedules.........................................................................31 8.7. Affiliates.................................................................................31 8.8. Tax Treatment..............................................................................31 8.9. Trust Board of Trust Managers..............................................................31 8.10. No Solicitation of Transactions............................................................31 8.11. Public Announcements.......................................................................32 8.12. Post-Merger Dividend.......................................................................32 8.13. Listing....................................................................................32 8.14. Benefit Plans and Other Employee Arrangements..............................................32 8.15. Indemnification; Directors' and Officers' Insurance........................................33 ARTICLE IX CONDITIONS PRECEDENT.......................................................................35 9.1. Conditions to Each Party's Obligation to Effect the Merger.................................35 9.2. Conditions to Obligations of Trust.........................................................36 9.3. Conditions to Obligations of Capital.......................................................37 ARTICLE X BOARD ACTIONS..............................................................................38 10.1. Board Actions..............................................................................38 ARTICLE XI TERMINATION, AMENDMENT AND WAIVER..........................................................38 11.1. Termination................................................................................38 11.2. Expenses...................................................................................40 11.3. Effect of Termination......................................................................41 11.4. Amendment..................................................................................41 11.5. Extension; Waiver..........................................................................41 ARTICLE XII GENERAL PROVISIONS.........................................................................41 12.1. Nonsurvival of Representations and Warranties..............................................41 12.2. Notices....................................................................................41 12.3. Interpretation.............................................................................42 12.4. Counterparts...............................................................................42 12.5. Exhibits and Schedules.....................................................................42 12.6. Entire Agreement; No Third-Party Beneficiaries.............................................43 12.7. GOVERNING LAW..............................................................................43 12.8. Assignment.................................................................................43 12.9. Enforcement................................................................................43 12.10. Severability...............................................................................43 {/Table} iii {PAGE} AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of March 27, 2003, is made and entered into by and between PMC Commercial Trust, a Texas real estate investment trust ("Trust"), and PMC Capital, Inc., a Florida corporation that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended ("Capital"). Trust and Capital are referred to herein, from time to time, individually as a "Party" and together as the "Parties." RECITALS WHEREAS, the Board of Directors of Capital and the Board of Trust Managers of Trust have approved and deem it advisable and in the best interests of their respective shareholders to consummate the merger transaction provided for herein whereby Capital will merge with and into Trust (the "Merger") in accordance with applicable state law and, upon the terms and subject to the conditions set forth in this Agreement, the holders of shares of common stock, par value $0.01 per share, of Capital (the "Capital Common Stock") will be entitled, subject to the terms and conditions hereof, to receive common shares of beneficial interest, par value $0.01 per share, of Trust (the "Trust Common Shares"); WHEREAS, Trust and Capital desire to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger; WHEREAS, for federal income tax purposes it is intended that the Merger qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and this Agreement constitutes a plan of reorganization under Section 368 of the Code; WHEREAS, concurrently with the execution of this Agreement and as an inducement to Trust to enter into this Agreement, each of the Persons listed on Annex A has entered into a voting agreement (the "Capital Voting Agreement") pursuant to which each such Person has agreed, among other things, to vote its shares of Capital Common Stock in favor of this Agreement, the Merger and any other matter that requires its vote in connection with the transactions contemplated by this Agreement; WHEREAS, concurrently with the execution of this Agreement and as an inducement to Capital to enter into this Agreement, each of the Persons listed on Annex B has entered into a voting agreement (the "Trust Voting Agreement") pursuant to which each such Person has agreed, among other things, to vote its Trust Common Shares in favor of this Agreement, the Merger and any other matter that requires its vote in connection with the transactions contemplated by this Agreement; and WHEREAS, the transactions contemplated by this Agreement, the Capital Voting Agreement, the Trust Voting Agreement and the other agreements and documents contemplated hereby, including, without limitation, the Merger, shall be referred to collectively in this Agreement as the "Transactions." {PAGE} NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, the parties hereto agree as follows: ARTICLE I THE MERGER 1.1. THE MERGER. Subject to the terms and conditions of this Agreement and in accordance with the Florida Business Corporation Act (the "FBCA") and the Texas Real Estate Investment Trust Act (the "REIT Act"), at the Effective Time, Trust and Capital shall consummate the Merger pursuant to which (a) Capital shall be merged with and into Trust and the separate corporate existence of Capital shall thereupon cease, (b) Trust shall be the successor or surviving entity in the Merger (the "Surviving Entity"), shall succeed to and assume all rights and obligations of Capital and shall continue to be governed by Trust's Amended and Restated Declaration of Trust, as amended and restated at the Effective Time, Trust's Bylaws and the laws of the State of Texas, including the REIT Act and (c) the separate corporate existence of Trust with all its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger. 1.2. CLOSING. The closing of the Merger (the "Closing") shall take place at 10:00 a.m. on a date to be specified by the Parties (the "Closing Date"), which Closing Date shall be no later than the second business day after satisfaction or waiver of all of the conditions set forth in Article IX hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Locke Liddell & Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201, unless another time, date or place is agreed to in writing by the Parties hereto. 1.3. EFFECTIVE TIME. Subject to the provisions of this Agreement, as soon as practicable on the Closing Date, Trust and Capital shall file articles of merger, or other appropriate documents (the "Articles of Merger"), executed in accordance with the relevant provisions of the FBCA and REIT Act, respectively, and as soon as practicable on or after the Closing Date, the Parties shall make all other filings or recordings required under the FBCA and the REIT Act. The Merger shall become effective upon the later of (a) the filing of the Articles of Merger with the Dallas County Clerk, Dallas, Texas in accordance with the REIT Act and (b) the filing of the Articles of Merger with the Secretary of State of the State of Florida in accordance with the FBCA, or at such other time, if any, as Trust and Capital shall agree and designate in such filings in accordance with applicable law (the time the Merger becomes effective being the "Effective Time"). 1.4. EFFECTS OF THE MERGER. The Merger shall have the effects set forth in the FBCA and the REIT Act and this Agreement. 1.5. CHARTER AND BYLAWS. The Amended and Restated Declaration of Trust of Trust (the "Charter"), as in effect immediately prior to the Effective Time, shall be the Declaration of Trust of the Surviving Entity (the "Surviving Entity Charter") until thereafter changed or amended as provided therein or by applicable law. The Bylaws of the Trust, as in effect immediately prior to the 263083	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland, Asbill – Road, Suite 600 Dallas, Texas 75252 Attention: Lance B. Rosemore Facsimile: (972) 349-3265 with a copy (which shall not constitute notice) to: Sutherland, Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2404 Attention: Steven B. Boehm, Esq. Facsimile: (202) 637-3593 12. _____________ dt 141280 ; PMC Commercial PMC Commercial Trust ( Real Estate ) As referenced in this Agreement and Plan of Merger: PMC COMMERCIAL TRUST – 3 {FILENAME}d04015exv2w2.txt {DESCRIPTION}EX-2.2 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PMC COMMERCIAL TRUST AND PMC CAPITAL, INC. ---------- DATED AS OF MARCH 27, 2003 ---------- {PAGE} TABLE OF CONTENTS {Table} {S} {C} ARTICLE I THE MERGER..................................................................................2 _____________ PMC Commercial Trust, – MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of March 27, 2003, is made and entered into by and between PMC Commercial Trust, a Texas real estate investment trust ("Trust"), and PMC Capital, Inc., a Florida corporation that has elected to be regulated as a _____________ PMC Commercial Trust – such other address or telecopy number for a party as shall be specified by like notice): 41 {PAGE} (a) if to Trust, to PMC Commercial Trust 18111 Preston Road, Suite 600 Dallas, Texas 75252 Attention: Andrew S. Rosemore Facsimile: (972) 349-3265 with a copy to: Locke Liddell & _____________ PMC COMMERCIAL TRUST – Capital have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. PMC COMMERCIAL TRUST By: /s/ Andrew S. Rosemore Name: Andrew S. Rosemore Title: Executive Vice President and COO PMC CAPITAL, INC. By: /s/ Lance B. _____________ dt 145360 ; A.G. Edwards A.G. Edwards & Sons, Inc. ( Investment Services ) As referenced in this Agreement and Plan of Merger: A.G. Edwards & Sons, – or any Capital Subsidiary. 5.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person, other than A.G. Edwards & Sons, Inc. ("A.G. Edwards"), the fees and expenses of which have previously been disclosed to Trust and will be paid by Capital, _____________ dt 162924 ;	U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Agreement and Plan of Merger: U.S. Bancorp – it to hire any employees or enter into any employment arrangements. 6.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person, other than U.S. Bancorp Piper Jaffray ("Piper Jaffray"), the fees and expenses of which have previously been disclosed to Capital and will be paid by Trust, is entitled to any broker's, finder's, _____________ dt 1442487 ; U.S. Bancorp U.S. Bancorp Piper Jaffray Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: U.S. Bancorp Piper Jaffray – into any employment arrangements. 6.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person, other than U.S. Bancorp Piper Jaffray ("Piper Jaffray"), the fees and expenses of which have previously been disclosed to Capital and will be paid by Trust, is entitled _____________ dt 153037 ; More...
Preview Full Doc	2003	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (136K) Doc #841171: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of this 30th day of May, 2003, by and between CUMBERLAND NATIONAL BANK, a national banking association (hereinafter "Cumberland"), COMMUNITY NATIONAL BANCORPORATION, a Georgia corporation (hereinafter "Community"), THE HERITAGE BANK, a Georgia banking corporation (hereinafter "Heritage"), and LIBERTY SHARES, INC., a Georgia corporation (hereinafter "Liberty"). . . . 841171	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Reorganization: Sutherland Asbill – and Community has filed all corporate tax returns required by the laws of such state and has paid all taxes shown thereon to be due; and (e) an opinion of Sutherland Asbill & Brennen, LLP counsel for Cumberland and Community, dated the Closing Date, in the form attached hereto as Exhibit C. {PAGE} 7.4 SHAREHOLDER APPROVAL. The Agreement and Merger Agreement _____________ Sutherland Asbill – National Bancorporation 561 East Washington Avenue P.O. Box 2619 Ashburn, Georgia 31714-2619 Attention: Theron G. Reed, President and Chief Executive Officer Facsimile: (229) 567-9686 With copies to: Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309 Attention: B. Knox Dobbins, Esquire Facsimile: (404) 853-8806 (b) To Heritage and Liberty: 300 S. Main Street Hinesville, _____________ Sutherland Asbill – restated, attached as Exhibit A to this Amendment and incorporated herein. 11. Exhibit C of the Agreement is deleted in its entirety and replaced with the form of opinion of Sutherland Asbill & Brennan LLP, counsel for Cumberland and Community, attached as Exhibit C to this Amendment and incorporated herein. 12. Exhibit D of the Agreement is deleted in its entirety and _____________ dt 1529056 ; CNB Community National Bancorporation ( Regional Banks ) As referenced in this Agreement and Plan of Reorganization: COMMUNITY NATIONAL BANCORPORATION, – PLAN OF REORGANIZATION (the "Agreement") is made and entered into as of this 30th day of May, 2003, by and between CUMBERLAND NATIONAL BANK, a national banking association (hereinafter "Cumberland"), COMMUNITY NATIONAL BANCORPORATION, a Georgia corporation (hereinafter "Community"), THE HERITAGE BANK, a Georgia banking corporation (hereinafter "Heritage"), and LIBERTY SHARES, INC., a Georgia corporation (hereinafter "Liberty"). R E C I T A _____________ Community National Bancorporation – or other communications to such party shall be delivered or mailed by giving notice thereof to the other parties hereto in the manner provided herein. (a) To Cumberland and Community: Community National Bancorporation 561 East Washington Avenue P.O. Box 2619 Ashburn, Georgia 31714-2619 Attention: Theron G. Reed, President and Chief Executive Officer Facsimile: (229) 567-9686 With copies to: Sutherland _____________ COMMUNITY NATIONAL BANCORPORATION – and year first above written. CUMBERLAND NATIONAL BANK (CORPORATE SEAL) By: /s/ Gary D. Willis ------------------------------ Name: Gary D. Willis ------------------------------ Attest: Title: President/CEO ------------------------------ /s/ Carol A. Hurlock ---------------------------- Secretary/Asst. Cashier COMMUNITY NATIONAL BANCORPORATION (CORPORATE SEAL) By: /s/ Theron G. Reed ------------------------------ Name: Theron G. Reed ------------------------------ Attest: Title: President ------------------------------ Secretary THE HERITAGE BANK (CORPORATE SEAL) By: /s/ James M. Floyd, Jr. ------------------------------ James M. Floyd, _____________ COMMUNITY NATIONAL BANCORPORATION, – REORGANIZATION AMENDMENT TO THE AGREEMENT AND PLAN OF REORGANIZATION (the "Amendment") made this 27th day of June, 2003 by and between CUMBERLAND NATIONAL BANK, a national banking association (hereinafter "Cumberland"), COMMUNITY NATIONAL BANCORPORATION, a Georgia corporation (hereinafter "Community"), THE HERITAGE BANK, a Georgia banking corporation (hereinafter "Heritage"), and LIBERTY SHARES, INC., a Georgia corporation (hereinafter "Liberty") dated May 30, 2003. WHEREAS, in _____________ COMMUNITY NATIONAL BANCORPORATION – the day first written above. CUMBERLAND NATIONAL BANK (CORPORATE SEAL) By: /s/ Joe S. Sheppard ----------------------------- Name: Joe S. Sheppard ----------------------------- Attest: Title: Chairman Board of Directors ----------------------------- /s/ Carol A. Hurlock ------------------------------- Secretary COMMUNITY NATIONAL BANCORPORATION (CORPORATE SEAL) By: /s/ Theron G. Reed ----------------------------- Name: Theron G. Reed ----------------------------- Attest: Title: President & CEO ----------------------------- /s/ T. Brinson Brock, Sr. ------------------------------- Secretary THE HERITAGE BANK (CORPORATE SEAL) By:/s/ James _____________ dt 1444733 ;	Powell Goldstein Powell, Goldstein, Frazer & Murphy LLP ( Legal ) As referenced in this Agreement and Plan of Reorganization: Powell, Goldstein – which as legally sufficient consideration are hereby acknowledged, the parties hereto agree as follows: ARTICLE I CLOSING The transactions contemplated herein shall be consummated (the "Closing") at the offices of Powell, Goldstein , Frazer & Murphy LLP 191 Peachtree Street, NE, 16th Floor, Atlanta, Georgia, on the third business day following receipt of all approvals from governmental authorities having jurisdiction over the transactions _____________ Powell, Goldstein – respective terms, and (ii) authorizing all other necessary and proper corporate actions to enable Liberty and Heritage to comply with the terms hereof and thereof; and (c) an opinion of Powell, Goldstein , Frazer & Murphy, LLP, counsel for Liberty and Heritage, dated the Closing Date, in the form attached hereto as Exhibit D. 8.4 SHAREHOLDER APPROVAL. The Agreement and Merger Agreement _____________ Powell, Goldstein – b) To Heritage and Liberty: 300 S. Main Street Hinesville, Georgia 31313 Attention: James M. Floyd, Jr. President and Chief Executive Officer Facsimile: (912) 369-9397 {PAGE} With copies to: Powell, Goldstein , Frazer & Murphy LLP 191 Peachtree Street, N.E. Suite 1600 Atlanta, Georgia 30303 Attention: Walter G. Moeling, IV Facsimile: (404) 572-6999 9.4 ENTIRE AGREEMENT. This Agreement and _____________ Powell, Goldstein – in its entirety and replaced with the following: "ARTICLE I CLOSING The Stock Purchase (as defined in Section 2.1(a)) shall be consummated (the "Closing") at the offices of Powell, Goldstein , Frazer & Murphy LLP 191 Peachtree Street, NE, 16th Floor, Atlanta, Georgia, on the third business day following receipt of all approvals from governmental authorities having jurisdiction over the transactions _____________ Powell, Goldstein – Community, attached as Exhibit C to this Amendment and incorporated herein. 12. Exhibit D of the Agreement is deleted in its entirety and replaced with the form of opinion of Powell, Goldstein , Frazer & Murphy, LLP, attached as Exhibit D to this Amendment and incorporated herein. 13. Notwithstanding any other provision of the Agreement, the amendments made herein shall govern any actual _____________ dt 1507623
Preview Full Doc	2005	Agreement and Plan of Merger Agreement and Plan of Merger (219K) Doc #1489061: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND AMONG RAYOVAC CORPORATION, LINDBERGH CORPORATION AND UNITED INDUSTRIES CORPORATION Dated January 3, 2005 TABLE OF CONTENTS ARTICLE I. THE MERGER Section 1.1 The Merger. Section 1.2 Effective Time; Closing. Section 1.3 Effect of the Merger. Section 1.4 Articles of Incorporation and Bylaws. Section 1.5 Directors and Officers. . . . 1489061	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – filing being the Effective Time) as soon as practicable on or after the Closing Date. The closing of the Merger (the Closing) shall take place (a) at the offices of Sutherland Asbill & Brennan LLP, 1114 Avenue of the Americas, 40th Floor, New York, New York 10036, 10:00 a.m., local time on February 4, 2005 or, if later, the _____________ Sutherland Asbill – deliver to the Company or the Exchange Agent, as applicable, the following: 54 (a) The Merger Consideration. (b) The certificate referred to in Section 6.3(c). (c) Opinions from Sutherland Asbill & Brennan LLP, with respect to Newco, and Acquirors Wisconsin counsel, with respect to Acquiror, substantially in the form attached hereto as Exhibit K and dated as of the _____________ Sutherland Asbill – hereunder): If to Acquiror or Newco, to: Rayovac Corporation Six Concourse Parkway Suite 3300 Atlanta, Georgia 30328 Fax: (770) 829-6200 Attn: Kent J. Hussey, President with a copy to: Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309-3996 Fax: (404) 853-8806 Attn: Mark D. Kaufman If to the Company: United Industries Corporation 2150 Schuetz _____________ dt 1681246 ; US Home & Garden U.S. Home & Garden, Inc. ( Chemical Manufacturing ) As referenced in this Agreement and Plan of Merger: U.S. Home – the date of the Company Financial Statements. Section 3.21 Major Customers. Section 3.21 of the Disclosure Letter sets forth for each of the Companys (together with the Subsidiaries) U.S. Home and Garden, Canadian Home and Garden and Pet segments, (a) the name of each customer of the Company and the Subsidiaries which was among the ten (10) customers which _____________ U.S. Home – Subsidiaries on or before December 31, 2005. Section 3.22 Major Suppliers. Section 3.22 of the Disclosure Letter sets forth for each of the Companys (together with the Subsidiaries) U.S. Home and Garden, Canadian Home and Garden and Pet segments, (a) the name of each supplier of the Company and the Subsidiaries which was among the ten (10) suppliers which _____________ dt 1654960 ; United Industries United Industries Corp ;	Citigroup Global Citigroup Global Markets Inc. ( Financial ) As referenced in this Agreement and Plan of Merger: Citigroup Global Markets Inc – expected to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code. Section 4.12 Brokers, Finders and Investment Bankers. Except for Citigroup Global Markets Inc . and Merrill, Lynch & Co., Inc., neither Acquiror, Newco nor any of their officers, directors or employees has employed any broker, finder or investment banker or incurred any liability _____________ dt 1690139 ; U.S. Bank, NA U.S. Bank, NA ( Financial ) As referenced in this Agreement and Plan of Merger: U.S. Bank National Association – lists the name of each Guarantor, as that term is defined in Section 1.01 of the Indenture dated as of March 27, 2003, between the Company, the Guarantors and U.S. Bank National Association (the Indenture), each such Guarantor being hereafter referred to as a Loan Guarantor. 17 Section 3.10 Legal Proceedings. Except as disclosed in Section 3.10 of the Disclosure _____________ U.S. Bank National Association – required by Section 8.02 of the Indenture has been obtained, an Authorized Officer of the Company and each Loan Guarantor shall promptly execute and deliver the Supplemental Indenture to U.S. Bank National Association together with any other certificates or documents required to be delivered by the Company and each Loan Guarantor to make the Supplemental Indenture effective under the terms of the Indenture. _____________ dt 1686723 ; Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Weil, Gotshal – in Section 7.1(d) of the Disclosure Letter except those officers that Acquiror notifies the Company prior to the Closing Date it wishes to retain. (e) An opinion from Weil, Gotshal & Manges LLP, special counsel to the Company, substantially in the form attached hereto as Exhibit G, and an opinion from Weil, Gotshal & Manges LLP, special counsel to _____________ Weil, Gotshal – wishes to retain. (e) An opinion from Weil, Gotshal & Manges LLP, special counsel to the Company, substantially in the form attached hereto as Exhibit G, and an opinion from Weil, Gotshal & Manges LLP, special counsel to Holdings, substantially in the form attached hereto as Exhibit H, each dated as of the Closing Date. (f) Copies of the resolutions of _____________ Weil, Gotshal – Mark D. Kaufman If to the Company: United Industries Corporation 2150 Schuetz Road St. Louis, Missouri 63146 Fax: (314) 253-5924 Attn: Robert L. Caulk, President with a copy to: Weil, Gotshal & Manges LLP 100 Federal Street, Floor 34 Boston, Massachusetts 02110 Fax: (617) 772-8333 Attn: James R. Westra All such notices and communications shall be deemed received upon ( _____________ dt 1689956
Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (187K) Doc #1576811: Click preview link for longer preview. CONFORMED COPY ================================================================================ AGREEMENT AND PLAN OF MERGER Dated as of January 15, 2001, Among NESTLE HOLDINGS, INC., NEWCO MERGER COMPANY And RALSTON PURINA . . . 1576811	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – the opinions referred to in clause (ii) below; and (ii) except as otherwise provided in Section 6.13 of the Company Disclosure Letter, opinions of Wachtell, Lipton, Rosen & Katz and Sutherland Asbill & Brennan LLP, special tax counsel to the Company, and Cravath, Swaine & Moore, special tax counsel to Parent, each of which shall be dated as of the Closing Date and _____________ dt 1681248 ; Energizer Energizer Holdings, Inc. ( Electronic Instruments & Controls ) As referenced in this Agreement and Plan of Merger: Energizer Holdings, Inc. – Parent with complete copies of ruling requests, documents submitted with such ruling requests, and the rulings obtained from the Internal Revenue Service in regard to (i) the spin-off of Energizer Holdings, Inc. ("BATTERY") from the Company and (ii) the spin-off of Agribrands International, Inc. ("AGRICULTURE") from the Company. The Company has abided in all material respects by the representations submitted _____________ dt 1685266 ; Ralcorp Holdings Ralcorp Holdings Inc ;	Wells Fargo Bank Wells Fargo Bank Minnesota, NA ( Financial ) As referenced in this Agreement and Plan of Merger: Wells Fargo Bank Minnesota, N.A. – the First Amended Rights Agreement effective as of May 28, 1998 (as so amended, and as further amended from time to time, the "COMPANY RIGHTS AGREEMENT"), between the Company and Wells Fargo Bank Minnesota, N.A. , as successor Rights Agent. At the close of business on December 31, 2000, 2,109,080 "phantom" shares of the Company (each, a "COMPANY PHANTOM SHARE") were outstanding. At _____________ dt 1681047 ; Cravath Cravath, Swaine & Moore LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Cravath, Swaine – an appropriate amendment to this Agreement in order to reflect the foregoing. SECTION 1.02. CLOSING. The closing (the "CLOSING") of the Merger shall take place at the offices of Cravath, Swaine & Moore, 825 Eighth Avenue, New York, New York 10019 at 10:00 a.m. on the second business day following the satisfaction (or, to the extent permitted by Law, _____________ Cravath, Swaine – as otherwise provided in Section 6.13 of the Company Disclosure Letter, opinions of Wachtell, Lipton, Rosen & Katz and Sutherland Asbill & Brennan LLP, special tax counsel to the Company, and Cravath, Swaine & Moore, special tax counsel to Parent, each of which shall be dated as of the Closing Date and in the forms attached to Section 6.13 of the Company _____________ Cravath, Swaine – Parent or Sub, to Nestle Holdings, Inc. c/o Nestle USA, Inc. 800 N. Brand Blvd. Glendale, CA 91203 Facsimile: (818) 549-6713 Attention: General Counsel with a copy to: Cravath, Swaine & Moore Worldwide Plaza 825 Eighth Avenue New York, NY 10019 Facsimile: (212) 474-3700 Attention: Alan C. Stephenson, Esq. Robert I. Townsend, Esq. (b) if to the Company, to _____________ dt 1644785 ; Wachtell Lipton Wachtell, Lipton, Rosen & Katz ( Legal ) As referenced in this Agreement and Plan of Merger: Wachtell, Lipton – Company or Parent to deliver the opinions referred to in clause (ii) below; and (ii) except as otherwise provided in Section 6.13 of the Company Disclosure Letter, opinions of Wachtell, Lipton , Rosen & Katz and Sutherland Asbill & Brennan LLP, special tax counsel to the Company, and Cravath, Swaine & Moore, special tax counsel to Parent, each of which shall be dated as _____________ Wachtell, Lipton – Esq. (b) if to the Company, to Ralston Purina Company Checkerboard Square St. Louis, MO 63164 Facsimile: (314) 982-1092 Attention: General Counsel 63 59 with a copy to: Wachtell, Lipton , Rosen & Katz 51 W. 52nd Street New York, NY 10019 Facsimile: (212) 403-2000 Attention: Adam Chinn, Esq. Steven A. Cohen, Esq. SECTION 9.03. DEFINITIONS. For purposes of _____________ dt 1653379
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (148K) Doc #1577761: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and between CARGILL, INCORPORATED ABACUS ACQUISITION CORP. and AGRIBRANDS INTERNATIONAL, INC. dated as of December 1, 2000 <PAGE> TABLE OF CONTENTS Page AGREEMENT AND PLAN OF MERGER...................................................1 . . . 1577761	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – defined in Section 1.4 of the Consent and Agreement). In that regard, as promptly as possible following the execution of this Agreement, the Company, through its outside tax counsel, Sutherland Asbill & Brennan LLP ("SAB"), shall prepare and file a request for a Second Supplemental Ruling Letter from the Internal Revenue Service (the "IRS"). The request for such supplemental ruling letter ( _____________ dt 1681249 ; Agribrands International Agribrands International Inc ; Ralcorp Ralcorp Holdings, Inc. ( Food Processing ) As referenced in this Agreement and Plan of Merger: Ralcorp Holdings, Inc. – do not or would not reasonably be expected to have a Company Material Adverse Effect. The Agreement and Plan of Reorganization, dated as of August 7, 2000, by and between Ralcorp Holdings, Inc. ("Ralcorp") and the Company and the agreements ancillary thereto to which the Company is a party have been terminated and the Company shall have no further obligations thereunder (other _____________ dt 1641513 ;	Bryan Cave Bryan Cave ( Legal ) As referenced in this Agreement and Plan of Merger: Bryan Cave – have the effects as set forth in Section 351.450 of the Missouri Code. (b) The closing of the Merger (the "Closing") shall take place (a) at the offices of Bryan Cave LLP, One Metropolitan Square, Suite 3600, 1 St. Louis, Missouri, at 10:00 a.m. local time, on the fifth business day following the day on which the _____________ Bryan Cave – 0409 with a copy to: Latham & Watkins 633 West 5th Street, Suite 4000 Los Angeles, CA 90071 Attention: Gary Olson, Esq. Telecopy: (213) 891-8763 and with a copy to: Bryan Cave LLP 211 North Broadway, Suite 3600 St. Louis, Missouri 63102-2750 Attention: Don G. Lents, Esq. Telecopy: (314) 259-2020 and (ii) if to Parent or Merger Sub, to: _____________ dt 1654550 ; Fried Frank Fried, Frank, Harris, Shriver & Jacobson ( Legal ) As referenced in this Agreement and Plan of Merger: Fried, Frank – with the Company and SAB in reviewing drafts of the Second Supplemental Ruling Request (which drafts shall be made available, when reasonably complete, to Parent and its outside tax counsel, Fried, Frank , Harris, Shriver & Jacobson ("FF")), and in otherwise responding to any reasonable requests for information that may be reasonably required in connection with the preparation or IRS processing of the _____________ Fried, Frank – P.O. Box 5624 Minneapolis, MN 55440 Attention: Linda L. Cutler, Esq. Vice President, Assistant General Counsel and Assistant Secretary Telecopy: (952) 742-6349 36 with a copy to: Fried, Frank , Harris, Shriver & Jacobson One New York Plaza New York, New York 10004 Attention: Gary P. Cooperstein, Esq. Telecopy: (212) 859-4000 10.6. Binding Effect; Assignment. This Agreement and _____________ dt 1680701 ; Latham & Watkins Latham & Watkins ( Legal ) As referenced in this Agreement and Plan of Merger: Latham & Watkins – to: Agribrands International, Inc. 9811 South Forty Dr. St. Louis, Missouri 63124 Attention: Chairman of the Board, Chief Executive Officer and President Telecopy: (314) 812-0409 with a copy to: Latham & Watkins 633 West 5th Street, Suite 4000 Los Angeles, CA 90071 Attention: Gary Olson, Esq. Telecopy: (213) 891-8763 and with a copy to: Bryan Cave LLP 211 North Broadway, _____________ dt 1642476
Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (226K) Doc #1581690: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER DATED AS OF JUNE 18, 2001 BY AND AMONG ALLIED CAPITAL CORPORATION, ALLIED CAPITAL LOCK ACQUISITION CORPORATION, AND SUNSOURCE INC. <PAGE> TABLE OF CONTENTS <TABLE> <CAPTION> Page < . . . 1581690	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – is agreed to by the parties hereto (the actual date of the Closing being referred to herein as the "Closing Date")). The Closing shall take place at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C. 20004, or at such other place as the parties may mutually agree. Section 1.3 Effective Time of the _____________ Sutherland Asbill – Parent or Sub to: Allied Capital Corporation 1919 Pennsylvania Avenue, 3rd Floor Washington, D.C. 20006 Attention: Daniel L. Russell Telecopy No.: (202) 973-6351 with a concurrent copy to: Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Attention: James D. Darrow Telecopy No.: (202) 637-3593 (ii) if to the Company to: SunSource Inc. 3000 _____________ dt 1681251 ; Hillman Companies Hillman Companies Inc ;	Morgan Lewis Morgan, Lewis & Bockius ( Legal ) As referenced in this Agreement and Plan of Merger: Morgan, Lewis & Bockius – is made pursuant to Article IIIB or deemed to be made pursuant to Section 3.1A(a)(1)(iii) of this Agreement, the Company shall have received the opinion of Morgan, Lewis & Bockius LLP, counsel to the Company (or, if such counsel does not render such opinion, such other counsel as shall be reasonably acceptable to the Company), based on the representations _____________ Morgan, Lewis & Bockius – 3593 (ii) if to the Company to: SunSource Inc. 3000 One Logan Square Philadelphia, PA 19103 Attention: Maurice P. Andrien, Jr. Telecopy No.: (215) 282-1309 with a copy to: Morgan, Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103 Attention: Thomas J. Sharbaugh Telecopy No. (215) 963-5299 Any party may by notice given in accordance with this Section 14.2 _____________ dt 1650154
Preview Full Doc	2001	Agreement and Plan of Merger Agreement and Plan of Merger (193K) Doc #1590972: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among eRESOURCE CAPITAL GROUP, INC., LOGISOFT ACQUISITION CORPORATION, EACH OF THE STOCKHOLDERS LISTED ON EXHIBIT A and LOGISOFT COMPUTER PRODUCTS, CORP. (TO BECOME A PARTY BY JOINDER) DATED AS OF JUNE ___, 2001 <PAGE> . . . 1590972	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – Capital Group, Inc. 5935 Carnegie Boulevard Suite 101 Charlotte, North Carolina 28209 Attention: Michael D. Pruitt Chief Executive Officer Facsimile: (704) 553-7136 with copies to: Philip P. Gura, Esq. Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309 Facsimile: (404) 853-8806 If to Stockholders, to such address provided on Exhibit A. If to the Company, to: _____________ dt 1681252 ;	Onetravel Holdings Onetravel Holdings, Inc.
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (190K) Doc #1651227: Click preview link for longer preview. <DESCRIPTION>AGREEMENT AND PLAN OF MERGER <TEXT> <PAGE> 1 APPENDIX A AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 31, 2000 BY AND AMONG ALLIED CAPITAL CORPORATION, ALLIED CAPITAL B SUB CORPORATION, AND . . . 1651227	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – representations of the Company, Parent and Sub, (which representations shall be in substantially the form attached hereto as Exhibits 6.1(b)-1 and 6.1(b)-2 respectively), of Sutherland Asbill & Brennan LLP, counsel to Parent and Sub (or, if such counsel does not render such opinion, such other counsel as shall be reasonably acceptable to Parent) to the _____________ Sutherland Asbill – set forth in this Article IX have been satisfied. ARTICLE X CLOSING The closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C. 20004, at 10:00 a.m. local time on the Closing Date or at such other time and _____________ Sutherland Asbill – Parent or Sub to: Allied Capital Corporation 1919 Pennsylvania Avenue, 3rd Floor Washington, D.C. 20006 Attention: Joan M. Sweeney Telecopy No.: (202) 973-6351 with a concurrent copy to: Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Attention: James D. Darrow Telecopy No.: (202) 637-3593 (ii) if to the Company to: BLC Financial _____________ dt 1681260 ; BLC Financial Services BLC Financial Services Inc ;	Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Weil, Gotshal – of facts that has caused or would reasonably be expected to cause a Parent Material Adverse Effect. SECTION 9.3 TAX OPINION. The Company shall have received the opinion of Weil, Gotshal & Manges LLP, counsel to the Company (or, if such counsel does not render such opinion, such other counsel as shall be reasonably acceptable to the Company), based on _____________ Weil, Gotshal – to the Company to: BLC Financial Services, Inc. 645 Madison Avenue, 19th Floor New York, New York 10022 Attention: Robert Tannenhauser Telecopy No.: (212) 888-3949 with a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Simeon Gold Telecopy No.: (212) 310-8007 Any party may by notice given in accordance with this _____________ dt 1648242
Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (190K) Doc #1651231: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER DATED AS OF OCTOBER 31, 2000 BY AND AMONG ALLIED CAPITAL CORPORATION, ALLIED CAPITAL B SUB CORPORATION, AND BLC FINANCIAL SERVICES, INC. <PAGE> 2 TABLE OF CONTENTS <TABLE> <CAPTION> PAGE . . . 1651231	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – representations of the Company, Parent and Sub, (which representations shall be in substantially the form attached hereto as Exhibits 6.1(b)-1 and 6.1(b)-2 respectively), of Sutherland Asbill & Brennan LLP, counsel to Parent and Sub (or, if such counsel does not render such opinion, such other counsel as shall be reasonably acceptable to Parent) to the _____________ Sutherland Asbill – set forth in this Article IX have been satisfied. ARTICLE X CLOSING The closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C. 20004, at 10:00 a.m. local time on the Closing Date or at such other time and _____________ Sutherland Asbill – Parent or Sub to: Allied Capital Corporation 1919 Pennsylvania Avenue, 3rd Floor Washington, D.C. 20006 Attention: Joan M. Sweeney Telecopy No.: (202) 973-6351 with a concurrent copy to: Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Attention: James D. Darrow Telecopy No.: (202) 637-3593 (ii) if to the Company to: BLC Financial _____________ dt 1681262 ; BLC Financial Services BLC Financial Services Inc ;	Weil Gotshal Weil, Gotshal & Manges LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Weil, Gotshal – of facts that has caused or would reasonably be expected to cause a Parent Material Adverse Effect. SECTION 9.3 TAX OPINION. The Company shall have received the opinion of Weil, Gotshal & Manges LLP, counsel to the Company (or, if such counsel does not render such opinion, such other counsel as shall be reasonably acceptable to the Company), based on _____________ Weil, Gotshal – to the Company to: BLC Financial Services, Inc. 645 Madison Avenue, 19th Floor New York, New York 10022 Attention: Robert Tannenhauser Telecopy No.: (212) 888-3949 with a copy to: Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attention: Simeon Gold Telecopy No.: (212) 310-8007 Any party may by notice given in accordance with this _____________ dt 1648244
Preview Full Doc	2002	Agreement and Plan of Merger Agreement and Plan of Merger (166K) Doc #1707050: Click preview link for longer preview. KIEWIT MATERIALS COMPANY, RINKER MATERIALS CORPORATION and JEM LEAR ACQUISITION COMPANY, INC. ============================== AGREEMENT AND PLAN OF MERGER ============================== ============================== Dated as of July 9, 2002 . . . 1707050	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – Facsimile: (561) 820-8330 With a copy to: Rinker Materials Corporation 1501 Belvedere Road West Palm Beach, FL 33406 Attention: Mike F. Egan, General Counsel Facsimile: (561) 803-6044; and Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309-3996 Attention: Thomas B. Hyman, Jr., Esq. Facsimile: (404) 853-8806 (b) if to the Company: Kiewit Materials _____________ dt 1681265 ; Kiewit Materials Kiewit Materials Co ;	Skadden Skadden, Arps, Slate, Meagher & Flom LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Skadden, Arps – Agreement and applicable law to purchase the Shares tendered pursuant to the Offer (such date being referred to as the "Tender Offer Effective Time"): (i) Tax Opinion. An opinion of Skadden, Arps , Slate, Meagher & Flom LLP, special tax counsel to the Company, substantially in the form attached as Exhibit B hereto. (ii) Company's Officer's Certificate. A certificate, dated _____________ dt 1668122 ; Willkie Farr Willkie Farr & Gallagher ( Legal ) As referenced in this Agreement and Plan of Merger: Willkie Farr – Financial Officer Facsimile: (402) 536-3607 With a copy to: Kiewit Materials Company 1100 Kiewit Plaza Omaha, Nebraska 68131 Attention: Mark E. Belmont, General Counsel Facsimile: (402) 271-2830; and Willkie Farr & Gallagher 787 Seventh Avenue New York, New York 10019 Attention: David K. Boston, Esq. Facsimile: (212) 728-8111 Section 9.3 Expenses. Except as expressly set forth in _____________ dt 1678430
Preview Full Doc	2003	Agreement and Plan of Merger Agreement and Plan of Merger (176K) Doc #1867019: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PMC COMMERCIAL TRUST AND PMC CAPITAL, INC. ---------- DATED AS OF MARCH 27, 2003 ---------- TABLE OF CONTENTS . . . 1867019	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland, Asbill – Capital, to PMC Capital, Inc. 18111 Preston Road, Suite 600 Dallas, Texas 75252 Attention: Lance B. Rosemore Facsimile: (972) 349-3265 with a copy (which shall not constitute notice) to: Sutherland, Asbill & Brennan LLP 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2404 Attention: Steven B. Boehm, Esq. Facsimile: (202) 637-3593 12.3. INTERPRETATION. When a reference is made _____________ dt 1626072 ; PMC Capital PMC Capital Inc ; PMC Commercial PMC Commercial Trust ( Real Estate ) As referenced in this Agreement and Plan of Merger: PMC COMMERCIAL TRUST – {DOCUMENT} {TYPE}EX-2.1 {SEQUENCE}3 {FILENAME}d04011exv2w1.txt {DESCRIPTION}EX-2.1 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} AGREEMENT AND PLAN OF MERGER BY AND BETWEEN PMC COMMERCIAL TRUST AND PMC CAPITAL, INC. ---------- DATED AS OF MARCH 27, 2003 ---------- {PAGE} TABLE OF CONTENTS {Table} {S} {C} ARTICLE I THE MERGER..................................................................................2 1.1. The Merger..................................................................................2 1.2. _____________ PMC Commercial Trust, – Table} iii {PAGE} AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "Agreement"), dated as of March 27, 2003, is made and entered into by and between PMC Commercial Trust, a Texas real estate investment trust ("Trust"), and PMC Capital, Inc., a Florida corporation that has elected to be regulated as a business development company under the Investment Company _____________ PMC Commercial Trust – following addresses or telecopy numbers (or at such other address or telecopy number for a party as shall be specified by like notice): 41 {PAGE} (a) if to Trust, to PMC Commercial Trust 18111 Preston Road, Suite 600 Dallas, Texas 75252 Attention: Andrew S. Rosemore Facsimile: (972) 349-3265 with a copy to: Locke Liddell & Sapp LLP 2200 Ross Avenue, Suite 2200 _____________ PMC COMMERCIAL TRUST – 43 {PAGE} IN WITNESS WHEREOF, Trust and Capital have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above. PMC COMMERCIAL TRUST By: /s/ Andrew S. Rosemore Name: Andrew S. Rosemore Title: Executive Vice President and COO PMC CAPITAL, INC. By: /s/ Lance B. Rosemore Name: Lance B. Rosemore Title: Chief _____________ dt 1622515 ;	A.G. Edwards A.G. Edwards & Sons, Inc. ( Investment Services ) As referenced in this Agreement and Plan of Merger: A.G. Edwards & Sons, Inc – any employee, officer or director of Capital or any Capital Subsidiary. 5.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person, other than A.G. Edwards & Sons, Inc . ("A.G. Edwards"), the fees and expenses of which have previously been disclosed to Trust and will be paid by Capital, is entitled to any broker's, finder's, _____________ dt 1638182 ; U.S. Bancorp U.S. Bancorp ( Money Center Banks ) As referenced in this Agreement and Plan of Merger: U.S. Bancorp – it to hire any employees or enter into any employment arrangements. 6.16. BROKERS; SCHEDULE OF FEES AND EXPENSES. No broker, investment banker, financial advisor or other person, other than U.S. Bancorp Piper Jaffray ("Piper Jaffray"), the fees and expenses of which have previously been disclosed to Capital and will be paid by Trust, is entitled to any broker's, finder's, _____________ dt 1609787 ; Locke Liddell Locke Liddell & Sapp LLP ( Legal ) As referenced in this Agreement and Plan of Merger: Locke Liddell – hereof (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Locke Liddell & Sapp LLP, 2200 Ross Avenue, Suite 2200, Dallas, Texas 75201, unless another time, date or place is agreed to in writing by the Parties hereto. 1.3. EFFECTIVE TIME. _____________ Locke Liddell – 41 {PAGE} (a) if to Trust, to PMC Commercial Trust 18111 Preston Road, Suite 600 Dallas, Texas 75252 Attention: Andrew S. Rosemore Facsimile: (972) 349-3265 with a copy to: Locke Liddell & Sapp LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 Attention: Kenneth L. Betts, Esq. Facsimile: (214) 740-8800 (b) if to Capital, to PMC Capital, Inc. 18111 Preston _____________ dt 1625784
Preview Full Doc	2006	Agreement and Plan of Merger Agreement and Plan of Merger (264K) Doc #2068766: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER Dated as of June 9, 2006, by and among TAC ACQUISITION CORP. AVIEL SYSTEMS, INC. And R. JOHN CHAPEL TABLE OF CONTENTS Page ARTICLE I THE MERGER 1 Section 1.01 The Merger. 1 Section 1.02 Closing. 2 Section 1.03 Effective Time. 2 Section 1.04 Effects. . . . 2068766	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Merger: Sutherland Asbill – Letters, are referred to in this Agreement collectively as the Transaction Agreements. Section 1.02 Closing. The closing (the Closing) of the Transaction shall take place at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W. Washington, D.C. 20004 at 5:00 p.m. on the later of: (i) August 21, 2006 or (ii) the second _____________ Sutherland Asbill – to Parent to TAC Acquisition Corp. 8 Sound Shore Drive, Suite 255 Greenwich, CT 06830 Attention: Jonathan Cohen, Chairman & CEO Telecopy No.: (203) 661-6331 with a copy to: Sutherland Asbill &Brennan LLP 1275 Pennsylvania Avenue, N.W. Suite 200 Washington, DC 20004-2415 Attention: Cynthia Krus Telecopy No.: (202) 637-3593 (b) If to the Stockholder to: R. _____________ dt 1626073 ; Citizens Bank Citizens Bank of Pennsylvania As referenced in this Agreement and Plan of Merger: Citizens Bank of Pennsylvania, – shall mean any and all obligations arising under the Business Loan and Security Agreement dated September 23, 2005 (as from time to time amended, modified or supplemented) by and among Citizens Bank of Pennsylvania, OPTIMUS and PMC. - 66 - Claim Notice shall have the meaning set forth in Section 9.03. Claims Period shall have the meaning set forth in Section 9.01. Closing _____________ dt 1655857 ; TAC Acquisition TAC Acquisition Corp. ;	Wedbush Morgan Wedbush Morgan Securities, Inc. As referenced in this Agreement and Plan of Merger: Wedbush Morgan Securities – are held by Parent in its treasury. There are issued and outstanding warrants to purchase 44,000,000 shares of Parent Common Stock (Parent Warrants) and an option issued to Wedbush Morgan Securities Inc. to purchase 1,000,000 units, each unit consisting of one share of Parent Common Stock and two Parent Warrants. 47,000,000 shares of Parent Common Stock are _____________ dt 1634235 ; BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement and Plan of Merger: Bank of New York, – Section 2.01(b) hereof), all in accordance with the terms and conditions of the Escrow Agreement to be entered into at the Closing between Parent, the Shareholder and The Bank of New York, as Escrow Agent, in the form attached hereto as Exhibit D (the Escrow Agreement). - 6 - Section 2.08 Rule 145. All shares of Parent Common Stock issued pursuant to _____________ Bank of New York – Agreement, the following terms will have the respective meanings set forth below: 40-Percent Amount shall have the meaning set forth in Section 2.01(f). Account Agent means The Bank of New York An affiliate of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first _____________ Bank of New York, – and maintained pursuant to the terms of the Trust Account Agreement. Trust Account Agreement shall mean the agreement dated as of July 1, 2005 by and between Parent and the Bank of New York, as account agent. Trustee shall mean The Bank of New York. United States Government means the government of the United States of America, its agencies and instrumentalities. Virginia Code _____________ Bank of New York. – Trust Account Agreement shall mean the agreement dated as of July 1, 2005 by and between Parent and the Bank of New York, as account agent. Trustee shall mean The Bank of New York. United States Government means the government of the United States of America, its agencies and instrumentalities. Virginia Code shall have the meaning set forth in the Recitals. Wachovia Debt _____________ dt 1658195 ; More...
Preview Full Doc	2006	Agreement and Plan of Reorganization Agreement and Plan of Reorganization (194K) Doc #2657896: Click preview link for longer preview. AGREEMENT AND PLAN OF REORGANIZATION by and among FRANKLIN BANK CORP., FBC INTERIM BANK, S.S.B., (to be formed) and THE FIRST NATIONAL BANK OF BRYAN Dated as of December 1, 2006 TABLE OF CONTENTS Page ARTICLE I. THE CONSOLIDATION 1 Section 1.1 The Consolidation 1 Section 1.2 Effective Date and Time of the Consolidation 2 Section 1.3 Effects of the Consolidation 2 Section 1. . . . 2657896	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement and Plan of Reorganization: Sutherland Asbill – 46- If to the Bank: The First National Bank of Bryan 2807 S. Texas Avenue Bryan, Texas 77802 Attention: Timothy N. Bryan Fax: (979) 823-2885 With a copy to: Sutherland Asbill & Brennan LLP 2 Houston Center 909 Fannin, Suite 2200 Houston, Texas 77010 Attention: Donald E. Wood Fax: (713) 654-1301 All notices sent by mail as provided above _____________ dt 1681271 ; Hillman Capital Management Investment Trust Hillman Capital Management Investment Trust ;	BNY Bank of New York ( Money Center Banks ) As referenced in this Agreement and Plan of Reorganization: Bank of New York, – of the Consolidated Bank. Section 3.3 Exchange Procedure. (a) On or immediately prior to the Effective Date, FBC shall deposit in trust with, or otherwise make available to, The Bank of New York, as exchange agent (the Exchange Agent), for exchange in accordance with this Agreement, cash sufficient to pay the Aggregate Consolidation Consideration (excluding any Dissenting Shares). (b) As soon as _____________ dt 1695037 ; Franklin Franklin Bank Corp. ( S&Ls/Savings Banks ) As referenced in this Agreement and Plan of Reorganization: FRANKLIN BANK CORP. – EX-2.1 2 fb8177ex21.htm EXHIBIT 2.1 Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION by and among FRANKLIN BANK CORP. , FBC INTERIM BANK, S.S.B., (to be formed) and THE FIRST NATIONAL BANK OF BRYAN Dated as of December 1, 2006 TABLE OF CONTENTS Page ARTICLE I. THE _____________ Franklin Bank Corp. – Shares 4 TSBA 1 Voting Agreement 30 -ix- AGREEMENT AND PLAN OF REORGANIZATION This Agreement and Plan of Reorganization (Agreement) dated as of December 1, 2006 is by and among Franklin Bank Corp. , a Delaware corporation (FBC), FBC Interim Bank, S.S.B., an interim Texas state savings bank to be formed (Interim Bank), and The First National Bank of Bryan, a _____________ Franklin Bank Corp. – prepaid or sent by facsimile, courier or personal delivery to the parties at the following addresses unless by such notice a different address shall have been designated: If to FBC: Franklin Bank Corp. 9800 Richmond Avenue, Suite 680 Houston, Texas 77042 Attention: Anthony J. Nocella Fax: (713) 952-2830 With a copy to: Bracewell & Giuliani LLP 711 Louisiana, Suite 2300 Houston, _____________ FRANKLIN BANK CORP. – point referred to in the Agreement. [Signature Page Follows] -50- IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. ATTEST: FRANKLIN BANK CORP. By: /s/ ANTHONY J. NOCELLA By: /s/ GLENN E. MEALEY Name: Anthony J. Nocella Name: Glenn E. Mealey Title: President and Chief Executive Officer Title: Executive Vice President ATTEST: _____________ dt 1677263
Preview Full Doc	2004	Agreement for Purchase and Sale [Amendment No. 3] Agreement for Purchase and Sale [Amendment No. 3] (165K) Doc #250447: Click preview link for longer preview. THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE THIS THIRD AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Third Amendment") is made and entered into as of the 26th day of April, 2004, by and between SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership ("Seller"), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("Purchaser"). RECITALS: A. Seller and Purchaser previously entered into that certain Agreement for Purchase and Sale dated as of April 12, 2004 (the "Original Agreement"), as amended by that certain First Amendment to Agreement for Purchase and Sale dated as of April 19, 2004 (the "First Amendment"), and as further amended by that certain Second Amendment to Agreement for Purchase and Sale dated as of April 23, 2004 (the "Second Amendment"; and together with the Original Agreement and the First Amendment, the "Agreement") with respect to certain real property and all improvements thereon commonly known as North Rivers Shopping Center, Charleston, South Carolina, and more particularly described in the Agreement. B. Seller and Purchaser desire to amend the Agreement as more particularly set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, Seller and Purchaser hereby amend the Agreement and agree as follows: 1. INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are, by this reference, incorporated into the text of this Third Amendment as if fully set forth herein. Initially capitalized terms used but not defined in this Third Amendment, but defined in the Agreement, shall have the meanings given to them in the Agreement. 2. INSPECTION PERIOD. Pursuant to Section 5 of the Original Agreement, as amended by the First Amendment and the Second Amendment, the Inspection Period is scheduled to expire on April 26, 2004. Seller and Purchaser hereby agree that the date upon which the Inspection Period shall expire is hereby extended from April 26, 2004 until April 27, 2004. 3. CLOSING. Pursuant to Section 11.1 of the Agreement (as amended by the First Amendment and the Second Amendment), the Closing is scheduled to occur no later than April 26, 2004. Seller and Purchaser hereby agree that, subject to satisfaction of all conditions to closing contained in the Agreement (as amended by the Second Amendment and this Third Amendment), the Closing shall occur on April 27, 2004, and, accordingly, the Closing Date is hereby extended from April 26, 2004 to April 27, 2004. 4. COUNTERPARTS; FACSIMILE SIGNATURES. This Third Amendment may be executed (a) in any number of counterparts, each of which shall be an original, and each such counterpart shall constitute but one and the same agreement and (b) by facsimile which shall be considered and constitute an original, executed and delivered agreement. 5. MISCELLANEOUS. Except to the extent amended, and modified herein, the Agreement is hereby ratified and confirmed and shall remain in full force and effect as originally 1 {Page} written. From and after the date of this Third Amendment, this Third Amendment shall be deemed to be a part of the Agreement. [SIGNATURES ON FOLLOWING PAGE] 2 {Page} IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and seals as of the day and year first above written. PURCHASER: INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation By: /s/ Michael J. Morau --------------------------------- Name: Michael J. Morau -------------------------- Its: Authorized Agent -------------------------- SELLER: SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership By: SEMBLER RETAIL, INC., its Sole General Partner By: ------------------------------ Name: ---------------------- Its: ---------------------- 3 {Page} IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and seals as of the day and year first above written. PURCHASER: INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation By: ---------------------------------- Name: -------------------------- Its: -------------------------- SELLER SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership BY: SEMBLER RETAIL, INC., its Sole General Partner By: /s/ Gregory S. Sembler ------------------------------ Name: GREGORY S. SEMBLER ---------------------- Its: Sr. Vice President ---------------------- 3 {Page} SECOND AMENDMENT TO AGREEMENT FOR PURCHASER AND SALE THIS SECOND AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE (this "Second Amendment") is made and entered into as of the 23rd day of April, 2004, by and between SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership ("Seller"), and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation ("Purchaser"). RECITALS: A. Seller and Purchaser previously entered into that certain Agreement for Purchase and Sale dated as of April 12, 2004 (the "Original Agreement"), as amended by that certain First Amendment to Agreement for Purchase and Sale dated as of April 19, 2004 (the "First Amendment"; and together with the Original Agreement, the "Agreement") with respect to certain real property and all improvements thereon commonly known as North Rivers Shopping Center, Charleston, South Carolina, and more particularly described in the Agreement. B. Seller and Purchaser desire to amend the Agreement as more particularly set forth herein. NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, and other good and valuable consideration, Seller and Purchaser hereby amend the Agreement and agree as follows: 1. INCORPORATION OF RECITALS; DEFINED TERMS. The foregoing Recitals are, by this reference, incorporated, into the text of this Second Amendment as if fully set forth herein. Initially capitalized terms used but not defined in this Second Amendment, but defined in the Agreement, shall have the meanings given to them in the Agreement. 2. INSPECTION PERIOD. Pursuant to Section 5 of the Original Agreement, as amended by the First Amendment, the Inspection Period is scheduled to expire on April 23, 2004. Seller and Purchaser hereby agree that the date upon which the Inspection Period shall expire is hereby extended from April 23, 2004 until April 26, 2004. 3. CLOSING. Pursuant to Section 11.1 of the Agreement (as amended by the First Amendment), the Closing is scheduled to occur no later than April 23, 2004. Seller and Purchaser hereby agree that, subject to satisfaction of all conditions to closing contained in the Agreement (as amended by this Second Amendment), the Closing shall occur on April 26, 2004, and, accordingly, the Closing Date is hereby extended from April 23, 2004 to April 26, 2004. 4. COUNTERPARTS; FACSIMILE SIGNATURES. This Second Amendment may be executed (a) in any number of counterparts, each of which shall be an original, and each such counterpart shall constitute but one and the same agreement and (b) by facsimile which shall be considered and constitute an original, executed and delivered agreement. 5. MISCELLANEOUS. Except to the extent amended and modified herein, the Agreement is hereby ratified and confirmed and shall remain in full force and effect as originally written. From and after the date of this Second Amendment, this Second Amendment shall be deemed to be a part of the Agreement. [SIGNATURES ON FOLLOWING PAGE] NORTHRIVERS-SECOND AMENDMENT TO CONTRACT {Page} IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and seals as of the day and year first above written. PURCHASER: INLAND REAL ESTATE ACQUISITIONS, INC, an Illinois corporation By: [ILLEGIBLE] ---------------------------------- Name: -------------------------- Its: SR. VP -------------------------- SELLER: SEMBLER FAMILY PARTNERSHIP #26, LTD., A Florida limited partnership By: SEMBLER RETAIL, INC., its Sole General Partner By: ------------------------------ Name: ---------------------- Its: ---------------------- NORTHRIVERS-SECOND AMENDMENT TO CONTRACT {Page} IN WITNESS WHEREOF, Seller and Purchaser have hereunto set their hands and seals as of the day and year first above written. PURCHASER: INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation By: ---------------------------------- Name: -------------------------- Its: -------------------------- SELLER: SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership BY: SEMBLER RETAIL, INC., its Sole General Partner By: /s/ Gregory S. Sembler ------------------------------ Name: Gregory S. Sembler ---------------------- Its: Sr. Vice President ---------------------- 3 {Page} AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT, made and entered into as of this 12th of April, 2004 (this "AGREEMENT"), by and between SEMBLER FAMILY PARTNERSHIP #26, LTD., a Florida limited partnership (the "SELLER") and INLAND REAL ESTATE ACQUISITIONS, INC., an Illinois corporation, or its nominee ("PURCHASER"). W I T N E S S E T H: In consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: Section 1. PURCHASE AND SALE AGREEMENT. Subject to the terms and provisions hereof, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase, the following: 1.1 Those certain parcels of land located at 7250 Rivers Avenue, in the City of North Charleston, Charleston County, South Carolina, as more particularly described in EXHIBIT A attached hereto (the "LAND"), together with all rights, privileges, members, licenses, and easements appurtenant to the Land (the "PROPERTY"); (ii) the buildings and other retail premises containing approximately 141,167 square feet in the shopping center known as "North Rivers Town Center", landscaping and other improvements located within or on the Land (the "IMPROVEMENTS") and all fixtures attached to the Improvements or located on the Land that are now or hereafter owned by Seller; (iii) all personal property, inventory, supplies and rights of Seller, if any, used exclusively in the maintenance or operation of the Property; (iv) all right, title and interest of Seller, as "landlord" or "lessor," in and to each lease of land and space within the Improvements (the "LEASES") and any guaranties and/or warranties associated with the Improvements (the "GUARANTIES"); and (v) all privileges, remedies, licenses, and appurtenances to the foregoing, now or hereafter existing and all other property, right, title or interest, tangible or intangible, personal or real, or otherwise owned by Seller which is located on the Land or within the Improvements. The Land and Improvements are depicted on the site plan attached hereto as EXHIBIT A-1. Expressly excluded from this Agreement and the purchase and sale hereunder are Outparcel A, ground leased to GMRI, Inc. (Smokey Bones), Outparcel D, ground leased to Rare Hospitality International, Inc. (Longhorn), Outparcel F, owned in fee by CEC Entertainment, Inc. (Chuck E Cheese), and the Target Building, owned in fee by the Target Corporation (Target) (collectively, the "Excluded Outparcels"). Section 2. EFFECTIVE DATE. For all purposes herein, the "EFFECTIVE DATE" shall be the date of execution of this Agreement by Purchaser or Seller, whichever party is the last to sign, as evidenced by the dates next to each party's signature. {Page} Section 3. EARNEST MONEY/ESCROW AGREEMENT. 3.1 INITIAL EARNEST MONEY. Contemporaneously with the execution of this contract, Purchaser has deposited with Chicago Title Insurance Company, whose address is 171 N. Clark Street, Chicago, Illinois, Attn: Nancy Castro (the "ESCROW AGENT") the sum of ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($100,000.00) (the "EARNEST MONEY"). Except to the extent expressly provided to the contrary in this Agreement, upon the expiration of the Inspection Period, the Earnest Money shall be deemed "at risk" and non-refundable to Purchaser, but shall be paid to Seller and credited against the Purchase Price at Closing. 3.2 NATURE OF EARNEST MONEY. All deposits made pursuant hereto and deposited with Escrow Agent shall constitute the Earnest Money and shall be held, invested, and disbursed pursuant to the respective terms and provisions hereof. All interest and other income accrued on the Earnest Money shall be the property of Purchaser. 3.3 EARNEST MONEY DISBURSEMENTS. 3.3.1 The Earnest Money may be held in an interest bearing account as Purchaser shall direct by instructions to the Escrow Agent. None of the interest accruing on the Earnest Money, if any, prior to closing shall be added to the Earnest Money (the Federal Tax Identification number of Purchaser is 36-3614035 and of Seller is 01-0583391). The Earnest Money shall be held, and disbursed, by the Escrow Agent in accordance with the terms of this Agreement. Unless otherwise herein provided, the Earnest Money shall be applied to the payment of the Purchase Price at the time of "Closing" (as hereinafter defined). 3.3.2 The Escrow Agent is acting as a stakeholder only with respect to the Earnest Money. If there is any dispute as to whether the Escrow Agent is obligated to deliver the Earnest Money or as to whom the Earnest Money is to be delivered, the Escrow Agent may refuse to make any delivery, and may continue to hold the Earnest Money until receipt of an authorization in writing, signed by both Seller and Purchaser, directing the delivery of the Earnest Money, or, in the absence of authorization, the Escrow Agent may hold the Earnest Money until a final determination of the rights of the parties in an appropriate judicial proceeding. If such written authorization is not given or a proceeding for such determination is not begun within thirty (30) days of the last day for the date of the Closing hereunder, the Escrow Agent may bring an appropriate action or proceeding for leave to deposit the Earnest Money in a court of competent jurisdiction pending such determination. The Escrow Agent shall be reimbursed for all costs and expenses of such action or proceeding, including, without limitation, reasonable attorneys' fees and disbursements, by the party determined not to be entitled to the Earnest Money. Upon delivery of the Earnest Money in the manner herein provided, the Escrow Agent shall have no further liability or obligation hereunder. Section 4 PURCHASE PRICE. 4.1 PURCHASE PRICE. 4.1.1 The purchase price for the Property shall be TWENTY MILLION ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($20,100,000.00) (the "PURCHASE PRICE"). 2 {Page} 4.1.2 At Closing, Purchaser shall pay the Purchase Price to Seller, subject to such credits, adjustments and prorations as are provided for herein, by Federal Funds wire transfer or other immediately available funds. 4.2 PRORATIONS. 4.2.1. The following shall be apportioned with respect to the Property as of 12:01 a.m. on the day of Closing (the "PRORATION DATA"), as if Purchaser were vested with title to the Property during the entire day upon which Closing occurs: (a) rents, pursuant to the terms of all tenant leases (the term "rents" as used in this Agreement includes all payments 250447	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement for Purchase and Sale [Amendment No. 3]: Sutherland Asbill – by Purchaser, the closing and consummation of the transactions contemplated herein (the "CLOSING") shall be held at the offices of Seller's counsel, Sutherland Asbill & Brennan LLP, at 999 Peachtree Street, N.E., Atlanta, Georgia 30309-3996, or through escrow utilizing the Escrow Agent upon such terms _____________ Sutherland Asbill – 5858 Central Avenue St. Petersburg, Florida 33707 Attn: Mr. Craig Sher Telephone: (727) 384-6000 Fax: (727) 343-4272 WITH A COPY TO: Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309-3996 Attn: Michael G. Kerman Telephone: (404) 853-8326 Fax: (404) 853- _____________ dt 95970 ; Bed Bath Bed Bath & Beyond Inc. ( Specialty ) As referenced in this Agreement for Purchase and Sale [Amendment No. 3]: Bed Bath & Beyond, Inc. – TENANT NAME EXP. DATE DEPOSITS ---------------------------------------------------------------------------------------------------------------------------- {S} {C} {C} {C} {C} {C} {C} XXX Bed Bath & Beyond 11/14/03 28,00X.00 0.00 303,8XX.04 0.00 64010 Bed Bath & Beyond, Inc. 01/31/14 25,316.67 0.00 10.X5 0.00 TYPE DATE NOTES Options 06/01/13 0.00 First five-year Option to renew lease. Lease _____________ Bed Bath & Beyond, Inc. – NAME ---------------------------------------------------------------------------------------------------------------------------- {S} {C} {C} {C} {C} {C} {C} {C} {C} XXX Bed Bath & Beyond 0.40 14,481.60 4,200.00 0.00 322,481.64 0.0X 64010 Bed Bath & Beyond, Inc. 0.40 1,206.80 350.00 0.00 26,873.47 0.XX 0.52 0.15 0.00 11.52 X100 Ross Dress for Less 0.00 _____________ dt 1508206 ; CEC CEC Entertainment, Inc. ( Restaurants ) As referenced in this Agreement for Purchase and Sale [Amendment No. 3]: CEC Entertainment, Inc – ground leased to GMRI, Inc. (Smokey Bones), Outparcel D, ground leased to Rare Hospitality International, Inc. (Longhorn), Outparcel F, owned in fee by CEC Entertainment, Inc . (Chuck E Cheese), and the Target Building, owned in fee by the Target Corporation (Target) (collectively, the "Excluded Outparcels"). Section 2. EFFECTIVE _____________ dt 361743 ;	CEC CEC Entertainment, Inc. ( Restaurants ) As referenced in this Agreement for Purchase and Sale [Amendment No. 3]: CEC Entertainment, Inc – ground leased to GMRI, Inc. (Smokey Bones), Outparcel D, ground leased to Rare Hospitality International, Inc. (Longhorn), Outparcel F, owned in fee by CEC Entertainment, Inc . (Chuck E Cheese), and the Target Building, owned in fee by the Target Corporation (Target) (collectively, the "Excluded Outparcels"). Section 2. EFFECTIVE _____________ dt 489646 ; Inland Western Inland Western Retail Real Estate Trust Inc. ( Real Estate ) ; More...
Preview Full Doc	2001	Agreement for Purchase and Sale Agreement for Purchase and Sale (95K) Doc #852919: Click preview link for longer preview. AGREEMENT FOR PURCHASE AND SALE BY AND BETWEEN FINGER LAKES OUTLET CENTER, L.L.C., THE PRIME OUTLETS AT MICHIGAN CITY LIMITED PARTNERSHIP, THE PRIME OUTLETS AT GILROY LIMITED PARTNERSHIP AND OUTLET VILLAGE OF KITTERY LIMITED PARTNERSHIP AS SELLER AND F/C WATERLOO DEVELOPMENT LLC, F/C MICHIGAN CITY DEVELOPMENT LLC, F/C GILROY DEVELOPMENT LLC PARKING DEVELOPMENT LLC F/C KITTERY DEVELOPMENT LLC AND F/C MICHIGAN PARKING LLC AS BUYER December 22, 2000 AGREEMENT FOR PURCHASE AND SALE THIS AGREEMENT FOR PURCHASE AND SALE ("Agreement") is made and . . . 852919	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement for Purchase and Sale: Sutherland Asbill – foregoing, Seller and Buyer acknowledge and agree that certain disclosures to (i) their counsel, (ii) CapMark Services, L.P. (in its capacity as Servicer under the Assumed Debt Documents), (iii) Sutherland Asbill & Brennan LLP (in its capacity as counsel to CapMark Services, L.P.), (iv) consultants and (v) certain of their other agents as will be necessary in order to _____________ dt 1529058 ;	Stroock Stroock & Stroock & Lavan ( Legal ) As referenced in this Agreement for Purchase and Sale: Stroock – Attn.: Denise Elmer, Esq. Facsimile: (973)228-7913 With copies to: Sidley & Austin 875 Third Avenue New York, New York 10022 Attn.: George Petrow, Esq. Facsimile: (212) 906-2021 Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York Attn.: Martin Neidell, Esq. Facsimile: (212) 806-6006 Notices shall be deemed received at the earlier of _____________ Stroock – Elmer, Esq. Facsimile: (973)228-7913 With copies to: Sidley & Austin 875 Third Avenue New York, New York 10022 Attn.: George Petrow, Esq. Facsimile: (212) 906-2021 Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York Attn.: Martin Neidell, Esq. Facsimile: (212) 806-6006 Notices shall be deemed received at the earlier of actual receipt ( _____________ dt 1318939
Preview Full Doc	2001	Agreement for Purchase and Sale Agreement for Purchase and Sale (103K) Doc #1545291: Click preview link for longer preview. <DESCRIPTION>AGREEMENT FOR PURCHASE AND SALE <TEXT> AGREEMENT FOR PURCHASE AND SALE BY AND BETWEEN FINGER LAKES OUTLET CENTER, L.L.C., THE PRIME OUTLETS AT MICHIGAN CITY LIMITED PARTNERSHIP, THE PRIME OUTLETS AT GILROY LIMITED PARTNERSHIP AND OUTLET VILLAGE OF KITTERY LIMITED PARTNERSHIP AS SELLER . . . 1545291	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Agreement for Purchase and Sale: Sutherland Asbill – foregoing, Seller and Buyer acknowledge and agree that certain disclosures to (i) their counsel, (ii) CapMark Services, L.P. (in its capacity as Servicer under the Assumed Debt Documents), (iii) Sutherland Asbill & Brennan LLP (in its capacity as counsel to CapMark Services, L.P.), (iv) consultants and (v) certain of their other agents as will be necessary in order to _____________ dt 1529108 ; Prime Retail Prime Retail Inc/BD/ ;	Stroock Stroock & Stroock & Lavan ( Legal ) As referenced in this Agreement for Purchase and Sale: Stroock – Attn.: Denise Elmer, Esq. Facsimile: (973)228-7913 With copies to: Sidley & Austin 875 Third Avenue New York, New York 10022 Attn.: George Petrow, Esq. Facsimile: (212) 906-2021 Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York Attn.: Martin Neidell, Esq. Facsimile: (212) 806-6006 Notices shall be deemed received at the earlier of _____________ Stroock – Elmer, Esq. Facsimile: (973)228-7913 With copies to: Sidley & Austin 875 Third Avenue New York, New York 10022 Attn.: George Petrow, Esq. Facsimile: (212) 906-2021 Stroock & Stroock & Lavan LLP 180 Maiden Lane New York, New York Attn.: Martin Neidell, Esq. Facsimile: (212) 806-6006 Notices shall be deemed received at the earlier of actual receipt ( _____________ dt 1561226
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (226K) Doc #101591: Click preview link for longer preview. {DOCUMENT} {TYPE}EX-2 {SEQUENCE}3 EXHIBIT 2(a) {PAGE} ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 20, 2002 BY AND AMONG WELLS FARGO FINANCIAL LEASING, INC. AGWAY INC. TELMARK, LLC TELMARK LEASE FUNDING II, LLC TELMARK LEASE FUNDING III, LLC AND TELEASE FINANCIAL SERVICES, LTD. {PAGE} THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT") is made and entered into as of the 20th day of December, 2002, by and among WELLS FARGO FINANCIAL LEASING, INC., an Iowa corporation ("BUYER"); TELMARK, LLC, a Delaware limited liability company ("TELMARK"); the following wholly owned subsidiaries of Telmark: TELMARK LEASE FUNDING II, LLC, a Delaware limited liability company, TELMARK LEASE FUNDING III, LLC, a Delaware limited liability company, and TELEASE FINANCIAL SERVICES, LTD., an Ontario corporation (collectively, the "SUBSIDIARIES" and, together with Telmark, collectively referred to herein as "SELLER"); and Agway Inc., a Delaware corporation and the owner of all the issued and outstanding limited liability interests (within the meaning of Section 18-701 of the Delaware Limited Liability Company Act, as amended) of Telmark ("AGWAY"). Buyer, Agway and Seller may be referred to herein as the "PARTIES." WHEREAS, Seller is engaged in the business of providing customized lease financing for equipment, buildings and vehicles for agricultural and commercial use (the "BUSINESS"); and WHEREAS, Seller desires to sell and assign to Buyer, and Buyer desires to purchase and assume from Seller both directly and through certain Affiliates, on the terms and subject to the conditions set forth in this Agreement, substantially all of the assets and certain liabilities of Seller in connection with the Business; NOW, THEREFORE, in exchange for the mutual promises and agreements hereinafter set forth, and in consideration of the representations, warranties and covenants contained herein, and intending to be legally bound hereby, the Parties hereby covenant and agree as follows: SECTION 1. DEFINITIONS. The following terms used in this Agreement have ----------- the meanings set forth below: "ACCOUNTING FIRM" has the meaning set forth in Section 2(f) below. "ACQUIRED ASSETS" means all assets (for clarity, specifically including the contra asset account known as allowance for losses) of Seller set forth on the Final Closing Statement of Assets and Liabilities and specifically including, without limitation, all Leases (and rights thereunder), all Leased Property and all miscellaneous rights and assets of the Business, whether or not recorded on the Final Closing Statement of Assets and Liabilities (including, without limitation, any and all Intellectual Property Rights, Domain Names, Lease Documents, Third Party Contracts, lockboxes, certificates of title, mortgages, commodity assignments, Uniform Commercial Code filings, rights in 101591	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – by this ----------- Agreement (the "CLOSING") shall take place at the offices of Seller's counsel, Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C., commencing at 9:00 Sutherland Asbill – in the Purchase and Sale Agreement, the Closing shall take place at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C., at 9:00 a. dt 31569 ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Asset Purchase Agreement: Goldman Sachs – Schedule 3(a)(iii). (iv) Brokers. No broker, investment banker or other person ------- (other than Goldman Sachs & Co., the fees and expenses of which will be paid by Seller) is entitled dt 44859 ; Faegre & Benson Faegre & Benson ( Legal ) As referenced in this Asset Purchase Agreement: FAEGRE & BENSON – President ---------------------------------- [EXECUTION PAGE OF ADDENDUM TO ASSET PURCHASE AGREEMENT] {PAGE} EXHIBIT 2(e) {PAGE} COPY FAEGRE & BENSON LLP COPY -------------------------------------------------------------------------------- 2200 WELLS FARGO CENTER, 90 SOUTH SEVENTH STREET MINNEAPOLIS, MINNESOTA 55402-3901 TELEPHONE Faegre & Benson – York 10017-6234, counsel for the official unsecured creditors' committee, (iv) Dennis M. Ryan, Esq., Faegre & Benson LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402-3901, counsel for dt 35897 ;	Harris Beach Harris Beach ( Legal ) As referenced in this Asset Purchase Agreement: Harris Beach – for CitiCapital Commercial Corporation f/k/a Associates Commercial Corporation, (vii) David L. Rasmussen, Esq., Harris Beach LLP, 99 Garnsey Road, Pittsford, NY 14534, counsel for Zurich North America, (viii) Roger dt 37166 ; Paul Hastings Paul, Hastings, Janofsky & Walker ( Legal ) As referenced in this Asset Purchase Agreement: Paul, Hastings – and Judy G. Z. Liu, Esq.), (ii) the attorneys for the prepetition and postpetition lenders, Paul, Hastings , Janofsky & Walker LLP, 1055 Washington Boulevard, Stamford, Connecticut 06901 (Attn: Leslie A. Plaskon, Esq. dt 32833 ; More...
Preview Full Doc	2003	Asset Purchase and Sale Agreement Asset Purchase and Sale Agreement (99K) Doc #117760: Click preview link for longer preview. ASSET PURCHASE AND SALE AGREEMENT THIS ASSET PURCHASE AND SALE AGREEMENT (this "Agreement") is made and entered into as of this 28th day of January, 2003, by and among American Italian Pasta Company, a Delaware corporation ("Buyer"), PepsiCo Puerto Rico, Inc., a Delaware corporation ("PPR") and an indirect wholly owned subsidiary of PepsiCo, Inc., and Golden Grain Company, a California corporation ("Golden Grain") and a direct wholly owned subsidiary of PPR. PPR and Golden Grain are hereinafter collectively referred to as "Sellers". WHEREAS, Sellers have been and are engaged in the business of manufacturing, marketing and selling dry pasta, macaroni & cheese and marinara sauces, primarily in the United States, under the trademarks "Mission," "Golden Grain" and "Golden Grain/Mission" and the production and sale of private label pasta for one customer and foodservice long pasta for one restaurant chain (the business described above, and no other business of Sellers, hereinafter referred to as, the "Business", and the products described above, and no other products of Sellers, hereinafter collectively referred to as, the "Products"). WHEREAS, Sellers desire to sell and assign to Buyer, and Buyer desires to purchase and assume from Sellers, certain assets and liabilities arising from the Business, on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, on the basis of the respective representations and warranties set forth herein, the premises set forth hereinabove, and the covenants, agreements and indemnities contained herein, the parties hereto agree as follows: ARTICLE I PURCHASE AND SALE OF CERTAIN ASSETS Section 1.1 Sale of Assets. Sellers hereby agree to sell, assign, transfer, convey and deliver or cause their appropriate Affiliates (as hereinafter defined) to sell, assign, transfer, convey and deliver, to Buyer, and Buyer hereby agrees to purchase and accept from Sellers (or their appropriate Affiliates) at the Closing (as defined in Section 1.7 hereof), all of Sellers' right, title and interest in and to the assets described in clauses (a) through (j) below (collectively, the "Acquired Assets"). For purposes of this Agreement, "Affiliate" shall mean any Person (as hereinafter defined) who directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with, a specified Person. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. "Person" shall mean an individual, firm, corporation, partnership, limited liability company, trust, governmental authority or body, association, unincorporated organization or any other entity. (a) Equipment. The machinery, equipment and spare parts (other than Inventory, which is separately referenced in Section 1.1(b)) listed in Schedule 1.1(a) attached hereto (the "Equipment"), but excluding any of the items described in this paragraph which are disposed of by either Seller in the ordinary course of business between the date hereof and the Closing Date (as defined in Section 1.7 hereof); (b) Inventories. (i) All packaging material inventories which are owned by Sellers, used exclusively in connection with the Business, and located at or in-transit to any of the contract manufacturers for the Business (the "Co-Packers") listed on Schedule 1.1(b) 2 attached hereto, and (ii) all finished goods inventories which are owned by Sellers, used exclusively in connection with the Business, and located at or in-transit to any of the storage facilities listed on Schedule 1.1(b) attached hereto (the "Other Facilities"). The packaging material and finished goods inventories described in clauses (i) and (ii) above are hereinafter collectively referred to as the "Inventory"; (c) Books and Records. Subject to Section 1.2, all books and records of Sellers relating exclusively to the Business or the Acquired Assets, including, without limitation, customer and supplier lists (including the business address and shipping address of each), market information, marketing and sales plans, correspondence and files, but not including any data, files, correspondence, reports or similar items relating to or concerning the co-packing agreement between Buyer and Golden Grain or the conduct of the relationship between them or personal notes, files or correspondence that contain information about the Business that is no longer relevant to the operation of the Business (hereinafter, "Books and Records"); 117760	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase and Sale Agreement: Sutherland Asbill – Chicago, Illinois 60661 Telecopy Number: (312) 821-1696 Attention: General Counsel With a copy to: Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309 Telecopy Number: (404) dt 31572 ; PepsiCo PepsiCo, Inc. ( Beverages ) As referenced in this Asset Purchase and Sale Agreement: PepsiCo, Inc – American Italian Pasta Company, a Delaware corporation ("Buyer"), PepsiCo Puerto Rico, Inc., a Delaware corporation ("PPR") and an indirect wholly owned subsidiary of PepsiCo, Inc ., and Golden Grain Company, a California corporation ("Golden Grain") and a direct wholly owned subsidiary of PPR. PPR and Golden Grain are _____________ PepsiCo, Inc – delivered to Buyer all consents, waivers and approvals listed on Schedule 2.11. (g) Sellers shall have delivered to Buyer a guaranty by PepsiCo, Inc . for the obligations of Sellers pursuant to this Agreement, in the form set forth as Exhibit E hereto. Section 5.2 No _____________ dt 151315 ;	Blackwell Blackwell Sanders Peper Martin ( Legal ) As referenced in this Asset Purchase and Sale Agreement: Blackwell Sanders – Number: (816) 584-5362 Attention: President and Chief Financial Officer 44 With a copy to: Blackwell Sanders Peper Martin LLP 2300 Main Street, Suite 1000 Kansas City, Missouri 64108 Telecopy Number: ( dt 29603 ; American Italian Pasta Co
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (119K) Doc #131288: Click preview link for longer preview. ASSET PURCHASE AGREEMENT By this Asset Purchase Agreement, Down Acquisition Corporation ("Certegy") and Netzee, Inc. ("Netzee"), agree as follows: 1. Introduction. Netzee desires to sell certain assets that it uses in connection with its Business, including the Material Business Contracts and the Software. Certegy desires to purchase, and Netzee desires to sell, certain of the assets owned, used or held for use by Netzee in connection with the Business and in connection therewith, Certegy has agreed to assume certain specifically identified liabilities of Netzee relating to the Business, all upon the terms and subject to the conditions set forth in this Agreement. 2. Effective Date. This Agreement is made and entered on and is effective as of December 5, 2002 ("Effective Date"). 3. Definitions. When used in this Agreement, the following terms shall have the respective meanings set forth below: "Accounts Receivable" shall mean all of Netzee's rights in, to and under all purchase orders or receipts for goods or services as maintained in the books and records of Netzee in the ordinary course of business. "Accounts Receivable Certificate" has the meaning set forth in Subsection 4.3(b). "Action" means any claim, action, suit or proceeding, arbitral action, governmental inquiry, criminal prosecution or other investigation. "Affiliate" means, with respect to any Person: (i) any other Person directly or indirectly controlling, controlled by or under common control with, such Person; (ii) any other Person that beneficially owns ten percent (10%) or more of any class of equity securities (including any equity securities issuable upon the exercise of any option or convertible security) of such Person or any of its Affiliates; or (iii) any director, partner, executive officer or manager of such Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. "Agreement" means this Asset Purchase Agreement and all of its schedules and exhibits, as well as the Operative Agreements. "Alternative Transaction" has the meaning set forth in Subsection 8.1(b). "Assigned IP" has the meaning set forth in Subsection 4.1(a)(vi). "Assumed Liabilities" has the meaning set forth in Subsection 4.2(a). "Balance Sheet" has the meaning set forth in Subsection 6.10. "Benefit Plan" means any Plan that is sponsored, maintained or contributed to or required to be contributed to by Netzee or to which Netzee is a party, or with respect to which Netzee has any other similar or comparable obligation or liability (fixed, contingent or otherwise), whether written or oral, for the benefit of any Business Employee. "Bill of Sale and Assignment Agreement" has the meaning set forth in Subsection 9.1(viii). "Business" means Netzee's full-service Internet banking, online bill payment, cash management and other business lines, including the Material Business Contracts and the Software. 1 "Business Day" means any day other than Saturday, Sunday or any day on which any U.S. national banking association is required or authorized to be closed. "Business Employees" has the meaning set forth in Subsection 6.8(b). "Business Insurance Policies" has the meaning set forth in Subsection 6.15. "Business Licenses" has the meaning set forth in Subsection 4.1(a)(iii). "Cash Payment" has the meaning set forth in Subsection 4.3(a). "Certegy" has the meaning set forth in the preamble to this Agreement. "Certegy Indemnified Party" has the meaning set forth in Subsection 10.3. "Claim" has the meaning set forth in Subsection 10.4. "Client Contracts" means Netzee's agreements to provide Business' services to the customers identified in Schedule 4.1(a)(vi). "Closing" has the meaning set forth in Subsection 5.1. "Closing Cash Payment" has the meaning set forth in Subsection 5.3. "Closing Date" has the meaning set forth in Subsection 5.1. "Closing Date Accounts Receivable" has the meaning set forth in Subsection 4.3(b). "Contract" means any contract, agreement, indenture, note, bond, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, concession agreement, insurance policy, security interest, guaranty, binding commitment or other agreement or arrangement, whether written or oral. "Effective Date" has the meaning set forth in Section 2. "Encumbrance" means any security interest, pledge, mortgage, lien, charge, adverse claim of ownership or use, restriction on transfer (such as a right of first refusal or other similar right), defect of title, or other encumbrance of any kind or character. "Environmental Law" means any applicable law, order, regulation, decree, permit, license, ordinance or other federal, state, county, provincial, local or foreign governmental requirements in effect as of the date hereof and/or the Closing Date relating to pollution, the protection of human health and the environment, or the Spill of any Hazardous Substance into the environment. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, any successor statute thereto and the rules and regulations promulgated thereunder. "Excluded Assets" has the meaning set forth in Subsection 4.1(b). "Excluded Liabilities" has the meaning set forth in Subsection 4.2(b). "Financial Information" has the meaning set forth in Subsection 6.10. "GAAP" means United States generally accepted accounting principles, as in effect from time to time. "Governmental Authority" means any government, any governmental entity, department, commission, board, agency or instrumentality, and any court, tribunal or judicial body, in each case whether federal, state, county, provincial, local or foreign. 131288	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – Georgia 30339 Facsimile: (770) 850-0400 with a copy (which shall not constitute notice) to: Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E., Suite 2300 Atlanta, Georgia 30309 Attention: dt 31574 ; Certegy Certegy Inc. ( Business Services ) As referenced in this Asset Purchase Agreement: Certegy Inc – delegation shall be null and void except that, without Netzee's consent, Certegy may assign this Agreement to a wholly-owned Subsidiary of Certegy Inc . 12.2 Governing Law. This Agreement will be governed by and construed and interpreted in accordance with the substantive Laws of the _____________ dt 259377 ; InterCept InterCept, Inc. ( Consumer Financial Services ) As referenced in this Asset Purchase Agreement: InterCept, Inc – the Assumed Liabilities as described in Subsection 9.2(v); and (iv) a mutually acceptable voting agreement among Certegy, John H. Harland Company, InterCept, Inc . and the owner of all shares of Series B 8% Convertible Preferred Stock of Netzee concerning the approval of the transactions contemplated _____________ Intercept, Inc – to the assignment of the Real Property Leases identified on Schedule 4.1(a)(vi) from Netzee to Certegy or its designate; (xiii) Intercept, Inc . executing an agreement to market, promote and otherwise distribute the electronic banking and related services offered by Certegy and its Affiliates, in _____________ InterCept, Inc – releases in a form reasonably acceptable to the parties from: (A) those executive officers of Netzee who are also shareholders of Netzee; (B) InterCept, Inc .; (C) John H. Harland Company; and (D) the holder of all shares of Netzee's Series B Convertible Preferred Stock; (xvi) Certegy _____________ Intercept, Inc – written acknowledgements, in a form substantially the same as the form previously provided to Certegy, from Bruce Gall, John H. Harland Company and Intercept, Inc . of the satisfaction of all conditions to their consents described in Schedule 6.3. 9.2 Conditions to Obligations of Netzee. The _____________ dt 230552 ;	Kilpatrick Kilpatrick Stockton ( Legal ) As referenced in this Asset Purchase Agreement: Kilpatrick Stockton – 33717-2202 Facsimile: (727) 556-9196 with a copy (which shall not constitute notice) to: Kilpatrick Stockton L.L.P. 1100 Peachtree Street, Suite 2800 Atlanta, Georgia 30309 Attention: Greg Cinnamon dt 37676 ; Down Acquisition Corporation; Netzee, Inc.
Preview Full Doc	2004	Asset Purchase Agreement Asset Purchase Agreement (283K) Doc #360679: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG SECURITY LIFE OF DENVER INSURANCE COMPANY SECURITY LIFE OF DENVER INTERNATIONAL LIMITED AND SCOTTISH RE GROUP LIMITED SCOTTISH RE (U.S.), INC. NEWCO, AS DEFINED HEREIN October 17, 2004 ________________________________________________________________________ {PAGE} TABLE OF CONTENTS ----------------- Page ---- ARTICLE I Definitions........................................................2 1.1 Definitions.......................................................2 ARTICLE II Transfer and Acquisition of Assets...............................19 2.1 Place and Date of Closing........................................19 2.2 Transfer and Acquisition.........................................19 2.3 Deliveries on Closing............................................19 2.4 Closing Payment..................................................21 2.5 Closing Adjustment...............................................23 ARTICLE III Representations and Warranties of Sellers.......................27 3.1 Organization and Good Standing...................................27 3.2 Enforceability...................................................28 3.3 Consents and Approvals...........................................29 3.4 Financial Statements.............................................29 3.5 Pro Forma Statements.............................................30 3.6 Contingent Liabilities...........................................31 3.7 Assets...........................................................31 3.8 Actions Pending; Orders and Proceedings..........................31 3.9 Real Property....................................................32 3.10 Business Contracts...............................................32 3.11 Assigned Contracts...............................................33 3.12 Intellectual Property............................................33 3.13 Computer Programs................................................35 3.14 Compliance with Legal Requirements...............................37 3.15 Permits..........................................................37 3.16 Reinsurance Assumed..............................................38 3.17 Reinsurance Retroceded...........................................39 3.18 Investment Company...............................................41 3.19 Employees........................................................41 3.20 Employee Benefits................................................41 3.21 Labor Relations..................................................41 3.22 Brokers or Finders...............................................41 3.23 Absence of Certain Changes and Events............................42 3.24 Books and Records................................................42 3.25 Taxes............................................................43 ARTICLE IV Representations and Warranties of Purchaser and Purchaser Subsidiaries.....................................................44 4.1 Status of Purchaser Entities.....................................44 4.2 Enforceability...................................................44 4.3 Certain Proceedings..............................................44 4.4 Financial Statements.............................................45 i {PAGE} 4.5 Ratings..........................................................45 4.6 Brokers or Finders...............................................45 4.7 Purchaser's Approvals............................................45 4.8 Investment Company...............................................45 4.9 Financing........................................................46 4.10 Purchaser Licenses...............................................46 ARTICLE V Additional Agreements of Seller and Purchaser.....................46 5.1 Conduct of Business..............................................46 5.2 Expenses.........................................................48 5.3 Access; Certain Communications...................................48 5.4 Regulatory Matters; Third Party Consents; Assigned Contracts.....49 5.5 Further Assurances...............................................50 5.6 Notification of Certain Matters..................................50 5.7 Maintenance and Transfer of Records..............................51 5.8 Employee Matters.................................................52 5.9 Intellectual Property; Computer Programs.........................54 5.10 Real Property Leases.............................................57 5.11 Quarterly Financial Information..................................57 5.12 Letters of Credit; Guaranties....................................57 5.13 Cooperation after Closing........................................58 5.14 Regulatory Compliance............................................59 5.15 Use of Names.....................................................59 5.16 Trust Arrangements...............................................59 5.17 Tax Treatment of Transaction.....................................60 5.18 Enforcement of Rights............................................60 5.19 Post-Closing Access..............................................61 5.20 Termination of New Business......................................62 5.21 Non-Compete......................................................62 5.22 Non-Solicitation.................................................64 5.23 Enforcement......................................................64 5.24 Credit Support...................................................65 5.25 SLD-SLDI Retrocession Agreements.................................67 5.26 Newco; Keepwell Agreements.......................................67 5.27 Industry Risks Retrocession Arrangement..........................68 5.28 Recapture of Certain Business....................................69 5.29 Term Sheets......................................................69 5.30 Experience Refunds...............................................69 5.31 Certain Unexecuted Reinsurance Contracts.........................69 5.32 Investment Portfolio.............................................70 ARTICLE VI Conditions Precedent To The Obligation Of Purchaser To Close.....70 6.1 Representations, Warranties and Covenants........................70 6.2 Related Agreements...............................................70 6.3 Secretary's Certificates.........................................71 6.4 Approvals and Consents...........................................71 ii {PAGE} 6.5 Injunction and Litigation........................................71 6.6 Material Adverse Effect..........................................71 6.7 Sundry Assets....................................................71 6.8 New Business Under Assumed Reinsurance Contracts.................72 ARTICLE VII Conditions Precedent To The Obligation Of Sellers To Close......72 7.1 Representations, Warranties and Covenants........................72 7.2 Related Agreements...............................................72 7.3 Secretary's Certificates.........................................72 7.4 Approvals and Consents...........................................73 7.5 Injunction and Litigation........................................73 7.6 Purchaser Financial Condition....................................73 7.7 Purchaser Financing..............................................73 7.8 Newco............................................................73 ARTICLE VIII Termination....................................................73 8.1 Termination of Agreement.........................................74 8.2 Procedure on Termination.........................................74 ARTICLE IX Tax Matters......................................................74 9.1 Tax Matters......................................................74 ARTICLE X Indemnification...................................................76 10.1 Sellers' Indemnification......................................76 10.2 Purchaser's Indemnification...................................77 10.3 Indemnification Procedures....................................77 10.4 Indemnification Limits........................................78 10.5 Exclusive Remedy..............................................80 10.6 Tax Losses....................................................80 ARTICLE XI Miscellaneous Provisions.........................................80 11.1 Notices.......................................................80 11.2 Sole Agreement................................................81 11.3 Successors and Assigns........................................81 11.4 Captions......................................................82 11.5 Governing Law and Jurisdiction................................82 11.6 No Third Party Beneficiaries..................................82 11.7 Counterparts..................................................82 11.8 Severability..................................................82 11.9 Waiver of Jury Trial; Multiplied and Punitive Damages.........83 11.10 Purchaser Guaranty............................................83 11.11 ING Guaranty and Covenant.....................................83 iii {PAGE} LIST OF EXHIBITS ---------------- Exhibit A Assignment and Assumption Agreement Exhibit B Bill of Sale and General Assignment Exhibit C SLD Administrative Services Agreement Term Sheet Exhibit D SLD Coinsurance Agreement Exhibit E SLD Funds Withheld Coinsurance Agreement Term Sheet Exhibit F SLD Modified Coinsurance Agreement Term Sheet Exhibit G SLD Coinsurance / Modified Coinsurance Agreement Term Sheet Exhibit H SLD Security Trust Agreement Exhibit I SLDI Administrative Services Agreement Term Sheet Exhibit J SLDI Coinsurance Agreement Exhibit K SLDI Funds Withheld Coinsurance Agreement Term Sheet Exhibit L SLDI Coinsurance / Modified Coinsurance Agreement Term Sheet Exhibit M SLDI Modified Coinsurance Agreement Term Sheet Exhibit N SLDI Reserve Trust Agreement Exhibit O Technology Transfer and License Agreement Term Sheet Exhibit P Trademark and Trade Name License Agreement Term Sheet Exhibit Q Transition Services Agreement Term Sheet Exhibit R Assignment of Confidentiality Agreements Exhibit S Denver Lease Term Sheet Exhibit T-1 Sample SLD Closing Statements Exhibit T-2 Sample SLDI Closing Statements Exhibit U Investment Guidelines Exhibit V SLD Reserve Trust Agreement Exhibit W SLDI Security Trust Agreement Exhibit X-1 SLD Industry Risks Retrocession Agreements Term Sheet Exhibit X-2 SLDI Industry Risks Retrocession Agreements Term Sheet Exhibit Y Newco Keepwell iv {PAGE} LIST OF SCHEDULES ----------------- Schedule 1.1(a) List of Assigned Contracts Schedule 1.1(b) Methodologies for Determining Estimated Market Value and Market Value Schedule 1.1(c) Excluded Business Schedule 1.1(d) Initial Portfolio Schedule 1.1(e) Sellers' Knowledge People Schedule 1.1(f) Purchaser's Knowledge People Schedule 1.1(g) Sellers' Severance Plan Schedule 1.1(h)-1 Certain Transferred Assets Schedule 1.1(h)-2 Business Employee Related Assets Schedule 1.1(i) Certain Insurance Contracts Included Schedule 2.4(a) SLD Accounting Policies Schedule 2.4(b) SLDI Accounting Policies Schedule 2.5(h) 2004 Production Adjustment Schedule 3.3 Sellers' Consents and Approvals Schedule 3.4 Exceptions to Financial Statements Schedule 3.5 Exceptions to Pro Forma Statements Schedule 3.6 Contingent Liabilities Schedule 3.7(a) Encumbrances Exceptions to Assets Schedule 3.7(b) Exceptions to Transferred Assets Schedule 3.8 Actions Pending Schedule 3.9 Real Estate Leases Schedule 3.10(a) Business Contracts Schedule 3.10(b) Exceptions to Business Contracts Schedule 3.11 Exceptions to Assigned Contracts Schedule 3.12(a) Patent Schedule 3.12(b) List of Other Intellectual Property Schedule 3.12(c) Infringement of Intellectual Property Schedule 3.12(d) Encumbrances to Intellectual Property Schedule 3.12(e) Licensed Intellectual Property Schedule 3.12(f) Exceptions to Owned Intellectual Property Schedule 3.12(h) Data Base Infringement Schedule 3.13(a) Owned Principally-Used Computer Programs Schedule 3.13(b) Owned Generally-Used Computer Programs Schedule 3.13(c) Licensed Computer Programs Schedule 3.13(d) Retained Computer Programs Schedule 3.13(e) Infringement of Computer Programs Schedule 3.13(g) Exceptions to Computer Programs Schedule 3.13(h) License Agreements Schedule 3.14 Compliance with Legal Requirements Schedule 3.15 Permits Schedule 3.16(a) Material Assumed Reinsurance Contracts Schedule 3.16(b) Exceptions to Material Assumed Reinsurance Contracts Schedule 3.16(c) Exceptions to Assumed Reinsurance Contracts v {PAGE} Schedule 3.16(d) Unexecuted Assumed Reinsurance Contracts Schedule 3.17(a) Material Retroceded Reinsurance Contracts Schedule 3.17(b) Exceptions to Material Retroceded Reinsurance Contracts Schedule 3.17(c) Exceptions to Retroceded Reinsurance Contracts Schedule 3.17(d) Retroceded Reinsurance Reserve Credit Schedule 3.17(e) Retrocession Pools Schedule 3.17(f) Unexecuted Retroceded Reinsurance Contracts Schedule 3.19 Business Employees Schedule 3.23 Absence of Certain Changes and Events Schedule 3.25(a) Taxes Schedule 4.7 Purchaser's Consents and Approvals Schedule 5.1 Exceptions to Conduct of Business Schedule 5.15(a) Restricted Names Schedule 5.24(a) SLD-SLDI Retrocession Agreements Schedule 5.24(c) Current Permanent Facilities of Purchaser Schedule 5.28 Reinsurance Contracts Eligible for Recapture vi {PAGE} ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of October 17, 2004 (this "Agreement"), has been made and entered into by and among Security Life of Denver Insurance Company, a Colorado insurance company ("SLD"); Security Life of Denver International Limited, a Bermuda insurance company ("SLDI" and, together with SLD, "Sellers" and each a "Seller"); solely for purposes of Section 11.11, ING (as defined below); Scottish Re Group Limited, a holding company organized under the laws of the Cayman Islands ("Purchaser"); Scottish Re (U.S.), Inc., a Delaware insurance company ("SRUS"); solely for purposes of Section 5.26, Scottish Annuity & Life Insurance Company (Cayman) Ltd., a company organized under the laws of the Cayman Islands ("Scottish Annuity & Life"); for purposes of Section 5.24, Scottish Re Life Corporation, a Missouri insurance company ("Scottish Re Life"); and effective on the date its duly authorized officer signs this Agreement, Newco (as defined below). WITNESSETH: WHEREAS, Sellers wish to sell and transfer to Purchaser, and Purchaser wishes to purchase and assume, Sellers' individual life reinsurance business and the Assumed Liabilities (as defined below); WHEREAS, pursuant to the terms set forth in this Agreement and certain reinsurance, administrative and other agreements and arrangements to be entered into in connection herewith, SLD wishes to cede or retrocede to a Purchaser Subsidiary on an indemnity basis the Insurance Contracts (as defined below) of SLD; WHEREAS, pursuant to the terms set forth in this Agreement and certain reinsurance, administrative and other agreements and arrangements to be entered into in connection herewith, SLDI wishes to cede or retrocede to a Purchaser Subsidiary on an indemnity basis the Insurance Contracts (as defined below) of SLDI; and WHEREAS, Sellers also wish to sell, and Purchaser wishes to purchase, certain assets primarily used in connection with Sellers' individual life reinsurance business, upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the promises and the covenants and conditions contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: {PAGE} ARTICLE I Definitions ----------- 1.1 Definitions. ----------- The following terms shall have the respective meanings set forth below throughout this Agreement: 180-Day Treasury Rate means the annual yield rate, on the date to which the 180-Day Treasury Rate relates, of actively traded U.S. Treasury securities having a remaining duration to maturity of six (6) months, as such rate is published under "Treasury Constant Maturities" in Federal Reserve Statistical Release H.15(519). Affiliate means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with such Person. Applicable Law means any Legal Requirement applicable to a Person or any such Person's subsidiaries, properties, or assets, or to such Person's Representatives. Assigned Contracts means, subject to Section 5.4(c), (i) the contracts of Sellers and their Affiliates that are utilized in the Business and listed on Schedule 1.1(a) and (ii) any other similar contracts of Sellers and their Affiliates that are principally used in the Business and that are entered into by Sellers or their Affiliates between the date hereof and the Closing Date in compliance with Section 5.1(e) and which will be added to Schedule 1.1(a) prior to the Closing Date. Assignment and Assumption Agreement means the assignment and assumption agreement by and among SLD, SLDI, Purchaser and one or more Purchaser Subsidiaries substantially in the form of Exhibit A. Assignment of Confidentiality Agreements means the assignment agreement substantially in the form of Exhibit R pursuant to which ING will assign to Purchaser the confidentiality agreements entered into with other potential purchasers of the Business. Assumed Liabilities means (a) the liabilities and obligations arising under the Assigned Contracts, (b) any other liabilities and obligations expressly assumed by Purchaser or any Purchaser Subsidiary under this Agreement and the Related Agreements, including without limitation the Reinsured Liabilities, and (c) the Purchaser Assumed Employee Liabilities. Without limiting the generality of the preceding sentence and for the avoidance of doubt, Assumed Liabilities will not include (x) any liability or obligation of either Seller or any ERISA Affiliate arising under or relating to any Employee Benefit Plan established, maintained, sponsored or contributed to by either Seller or any ERISA Affiliate, any liability or obligation of either Seller or any ERISA Affiliate relating to any current or former employee, director, shareholder, agent or independent contractor of either Seller or any ERISA Affiliate or any liability or obligation arising under or relating 2 {PAGE} to occurrences before or after the Closing Date out of any employee grievance, claim or complaint relating to the conduct of the Business whether or not the employee is hired by Purchaser, other than the Purchaser Assumed Employee Liabilities, or (y) any liability or obligation of either Seller or any Affiliate of either Seller that is (A) not otherwise attributable to the Business, (B) based upon any pro-rating or other cost chargeback methodology or (C) of the kind described in clause (a) of the preceding sentence arising prior to the Closing Date, except for any such liability or obligation described in clause (a) of the preceding sentence to the extent that such liability or obligation is reflected on the Final Closing Statements. Assumed Reinsurance Contracts shall have the meaning given in Section 3.16(a). Bill of Sale and General Assignment means the bill of sale and general assignment substantially in the form of Exhibit B. Book Value means with respect to Transferred Statutory Assets, the carrying value thereof on the books of SLD or SLDI, as the case may be, for statutory statement blank purposes determined as of the Effective Time by SLD or SLDI, as the case may be, in accordance with SAP. Books and Records means all records and all Data, Databases and other data and information (in whatever form maintained) in the possession or control of either Seller or any Affiliate of Sellers and relating primarily to the Business as currently conducted, including administrative records, internal reports relating to internal controls designed to comply with Section 404 of the Sarbanes-Oxley Act of 2002, claim records, policy files, sales records, files and records relating to regulatory matters, reinsurance records, underwriting records and accounting records, but excluding any Tax Returns and Tax records and all other data and information with respect to Tax and any files, records, data and information with respect to the Business Employees and any records, data and information with respect to any Seller Plan; provided, that if any such records or data contain information which does not relate to the Business or relates solely to the Excluded Business or Sellers' and their Affiliates' risk retention management other than that relating exclusively to the Business, such information shall not constitute "Books and Records". Business means the individual life reinsurance business of Sellers represented by the Assigned Contracts and the Insurance Contracts, which business is represented as of December 31, 2003 and June 30, 2004 by the Pro Forma Statements; provided, that the Business does not include the Excluded Business. Business Day means any day other than a Saturday, Sunday or a day on which commercial banks in New York City, Denver, Colorado or Hamilton, Bermuda are required or authorized by Applicable Law to be closed. Business Employees shall have the meaning set forth in Section 3.19. Business Leases shall have the meaning given in Section 3.9. 3 {PAGE} Cause shall mean, with respect to a Transferred Employee, (a) failing to abide by the policies of the Purchaser or any Affiliate of Purchaser employing such 360679	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – otherwise agreed to by the parties hereto, the closing (the "Closing") of the transactions contemplated hereby will take place in the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C., at 10:00 a.m., Eastern time, on (a) the last Business _____________ Sutherland Asbill – Corporate General Counsel 80 {PAGE} ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 To Purchaser: Scottish Re Group Limited Scottish Annuity & Life Insurance Company (Cayman) _____________ dt 723605 ; Bear, Stearns Bear, Stearns & Co. Inc. As referenced in this Asset Purchase Agreement: Bear Stearns & Co. – or similar terms employed by any such rating agency) will be adversely affected by the announcement or consummation of the transactions contemplated hereby. 4.6 Brokers or Finders. ------------------ Other than Bear Stearns & Co. Inc., the fees and expenses of which shall be paid by Purchaser, neither Purchaser nor any of its Affiliates has incurred any obligation or liability, contingent or otherwise, for _____________ dt 729689 ;	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Asset Purchase Agreement: SCOTTISH RE GROUP LIMITED – ex10-1.txt {DESCRIPTION}ASSET PURCHASE AGREEMENT {TEXT} EXECUTION COPY ________________________________________________________________________ ASSET PURCHASE AGREEMENT BY AND AMONG SECURITY LIFE OF DENVER INSURANCE COMPANY SECURITY LIFE OF DENVER INTERNATIONAL LIMITED AND SCOTTISH RE GROUP LIMITED SCOTTISH RE (U.S.), INC. NEWCO, AS DEFINED HEREIN October 17, 2004 ________________________________________________________________________ {PAGE} TABLE OF CONTENTS ----------------- Page ---- ARTICLE I Definitions........................................................2 1.1 Definitions.......................................................2 ARTICLE II Transfer _____________ Scottish Re Group Limited, – Life of Denver International Limited, a Bermuda insurance company ("SLDI" and, together with SLD, "Sellers" and each a "Seller"); solely for purposes of Section 11.11, ING (as defined below); Scottish Re Group Limited, a holding company organized under the laws of the Cayman Islands ("Purchaser"); Scottish Re (U.S.), Inc., a Delaware insurance company ("SRUS"); solely for purposes of Section 5.26, _____________ Scottish Re Group Limited – America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 To Purchaser: Scottish Re Group Limited Scottish Annuity & Life Insurance Company (Cayman) Ltd. Newco Crown House, Third Floor 4 Par-la-ville Road Hamilton HM 08 Bermuda Scottish Re (U.S.) Inc. Scottish Re Life _____________ SCOTTISH RE GROUP LIMITED – By: /s/ Mark A. Tullis ------------------------------- Name: Mark A. Tullis Title: President SECURITY LIFE OF DENVER INTERNATIONAL LIMITED By: /s/ David S. Pendergrass ------------------------------- Name: David S. Pendergrass Title: Vice President PURCHASER: SCOTTISH RE GROUP LIMITED By: /s/ Scott Willkomm ------------------------------- Name: Scott Willkomm Title: President ING America Insurance Holdings, Inc. hereby executes this Agreement solely for purposes of Section 11.11. ING AMERICA INSURANCE HOLDINGS, _____________ dt 1380476 ; Lehman Brothers Lehman Brothers Inc. ( Financial ) As referenced in this Asset Purchase Agreement: Lehman Brothers Inc – has sought to represent any of the Business Employees. There are no pending labor disputes with respect to any Business Employees. 3.22 Brokers or Finders. ------------------ 41 {PAGE} Other than Lehman Brothers Inc ., the fees of which will be paid by Sellers, no broker or finder has acted directly or indirectly for Sellers, nor have Sellers incurred any obligation to pay any _____________ dt 747536
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (16K) Doc #436439: Click preview link for longer preview. 436439	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – hereby (other than in respect of the Initial Closing) (the "SECOND CLOSING") shall take place at 10:00 a.m., local time, on November 10, 2000, at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, N.E., Atlanta, Georgia 30309, or at such other time, date or place as the Parties agree (the "SECOND CLOSING DATE"). For accounting purposes _____________ dt 1529049 ;	John H. Harland John H. Harland Co. ( Consumer )
Preview Full Doc	2004	Asset Purchase Agreement Asset Purchase Agreement (156K) Doc #876502: Click preview link for longer preview. <DESCRIPTION>ASSET PURCHASE AGREEMENT <TEXT> ASSET PURCHASE AGREEMENT among PERDUE FARMS INCORPORATED, as Purchaser, CAGLE'S, INC. and CAGLE'S FARMS, INC. together, as Seller Dated as of January 23, 2004 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1 DEFINITIONS 1 1.2 INTERPRETATION 8 ARTICLE II. . . . 876502	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – of the purchase and sale of the Purchased Assets in accordance with this Agreement (the "Closing") shall take place at 10:00 a.m., local time, at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, Atlanta, Georgia 30309, or such other place and time as the Parties may agree, on the later to occur of: (a) January 30, _____________ Sutherland Asbill – of a recent date, certifying that Seller is in good standing in the State of Georgia; (ix) A signed opinion from (i) Byrne, Davis & Hicks, P.C and (ii) Sutherland Asbill & Brennan LLP, each Seller's legal counsel, dated as of the Closing Date and addressed to Purchaser, in form and substance reasonably acceptable to Purchaser; (x) True, correct _____________ Sutherland Asbill – Davis & Hicks, P.C. Suite 1460, Tower Place 100 3340 Peachtree Road, N.E. Atlanta, Georgia 30326 Attention: Bland Byrne, Esq. Telephone: (404) 266-7260 Fax: (404) 350-9605 Sutherland Asbill & Brennan LLP 999 Peachtree Street, N.E. Atlanta, Georgia 30309 Attention: Charles D. Ganz, Esq. Telephone: (404) 853-8000 Fax: (404) 853-8806 ; provided, however, that the failure _____________ dt 1529059 ; Cagle's Cagle's, Inc. ( Food Processing ) As referenced in this Asset Purchase Agreement: CAGLE'S, INC – gt;EX-2 <SEQUENCE>3 <FILENAME>k8eapa.txt <DESCRIPTION>ASSET PURCHASE AGREEMENT <TEXT> ASSET PURCHASE AGREEMENT among PERDUE FARMS INCORPORATED, as Purchaser, CAGLE'S, INC . and CAGLE'S FARMS, INC. together, as Seller Dated as of January 23, 2004 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1 DEFINITIONS 1 1.2 INTERPRETATION 8 _____________ Cagle's, Inc – Closing Projects Schedule 8.1 Post-Closing Projects ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT is made as of January 23, 2004 among Perdue Farms Incorporated, a Maryland corporation ("Purchaser"), Cagle's, Inc ., a Georgia corporation ("Cagle's") and Cagle's Farms, Inc., a Georgia corporation ("Cagle's Farms" and together, jointly and severally, with Cagle's, "Seller"). RECITALS: WHEREAS, Seller engages _____________ (Cagle's Inc – forth on Schedule 2.1(f); (g) all of Seller's interest in the $40,000,000 outstanding principal amount of the Development Authority of Houston County, Taxable Revenue Bonds (Cagle's Inc . Project), Series 1999 (the "Bonds"); (h) the Contracts set forth on Schedule 3.9 that are specifically designated with an asterisk () for assignment to and assumption by Purchaser (to _____________ Cagle's, Inc –* provided in the Perry Real Property Lease, the Perry Equipment Lease and the Wastewater Facility Lease. (h) Since the date of the survey entitled "ALTA/ALSM Land Title Survey for Cagle's, Inc .", prepared by Halligan & Associates, dated November 8, 2000 with respect to the Real Property, Seller has not made or caused to be made or allowed to be made _____________ Cagle's, Inc – Perdue Farms Incorporated 31149 Old Ocean City Road Salisbury, Maryland 21804 Attention: Herbert D. Frerichs, Esq. General Counsel Telephone: (410) 341-2109 Fax: (410) 543-3874 (b) If to Seller: Cagle's, Inc . 2000 Hills Avenue, N.W. Atlanta, Georgia 30318 Attention: J. Douglas Cagle Chairman and Chief Executive Officer Telephone: (404) 355-2820 Fax: (404) 351-4552 With simultaneous copies to: _____________ dt 1317520 ;	Piper Rudnick Piper Rudnick ( Legal ) As referenced in this Asset Purchase Agreement: Piper Rudnick – from the appropriate state agency, dated as of a recent date, certifying that Purchaser is in good standing in the States of Maryland and Georgia; (viii) A signed opinion from Piper Rudnick LLP, Purchaser's legal counsel, dated as of the Closing Date and addressed to Seller, in form and substance reasonably acceptable to Seller; (ix) True, correct and complete copies _____________ dt 1375334
Preview Full Doc	2005	Asset Purchase Agreement Asset Purchase Agreement (166K) Doc #972694: Click preview link for longer preview. Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND AMONG BLL ACQUISITION LLC, BUSINESS LENDERS, LLC AND MEDALLION FINANCIAL CORP. DATED AS OF FEBRUARY 28, 2005 TABLE OF CONTENTS Page 1.Definitions. 1 2.Basic Transaction. 11 (a)Purchase and Sale of Assets. 11 (b)Assumption of Liabilities. 11 (c)Purchase Price. . . . 972694	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland, Asbill – as set forth below: If to the Seller or Medallion: Medallion Financial Corp. 437 Madison Avenue New York, NY 10022 Fax: (212) 328-3614 Attention: Andrew Murstein 58 Copy to: Sutherland, Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, DC 20036-1221 Telephone: (202) 383-0100 Fax: (202) 637-3593 Attention: Steven B. Boehm, Esq. If to the Buyer: Merrill _____________ dt 1529071 ; Medallion Medallion Financial Corp. ( Financial ) As referenced in this Asset Purchase Agreement: MEDALLION FINANCIAL CORP. – Asset Purchase Agreement, dated February 28, 2005 Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT BY AND AMONG BLL ACQUISITION LLC, BUSINESS LENDERS, LLC AND MEDALLION FINANCIAL CORP. DATED AS OF FEBRUARY 28, 2005 TABLE OF CONTENTS Page 1.Definitions. 1 2.Basic Transaction. 11 (a)Purchase and Sale of Assets. 11 (b)Assumption of Liabilities. 11 ( _____________ Medallion Financial Corp. – PURCHASE AGREEMENT Asset Purchase Agreement (this “Agreement”) dated as of February 28, 2005, by and among BLL Acquisition LLC, a Delaware limited liability company (the “Buyer”), Medallion Financial Corp. , a Delaware corporation (“Medallion”), and Business Lenders, LLC, a Delaware limited liability company and wholly owned subsidiary of Medallion (the “Seller”). The Buyer, the Seller _____________ Medallion Financial Corp. – after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below: If to the Seller or Medallion: Medallion Financial Corp. 437 Madison Avenue New York, NY 10022 Fax: (212) 328-3614 Attention: Andrew Murstein 58 Copy to: Sutherland, Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, DC 20036- _____________ MEDALLION FINANCIAL CORP. – date first above written. BLL ACQUISITION LLC By: /s/ Jim Yang Name: Jim Yang Title: Director BUSINESS LENDERS, LLC By: /s/ Penn J. Ritter Name: Penn J. Ritter Title: President MEDALLION FINANCIAL CORP. By: /s/ Andrew M. Murstein Name: Andrew M. Murstein Title: President _____________ dt 1336545 ;	ML Mortgage Merrill Lynch Mortgage Capital Inc. ( Financial ) As referenced in this Asset Purchase Agreement: Merrill Lynch Mortgage Capital Inc – shall not include any Excluded Loan. “Master Loan and Security Agreement” means that certain Master Loan and Security Agreement of even date herewith by and among the Buyer, Merrill Lynch Mortgage Capital Inc ., and certain other parties named therein. “Material Adverse Effect” means any change, event or effect that has resulted in or had, or may result in or have, _____________ Merrill Lynch Mortgage Capital Inc – vii) any Liabilities relating solely to the Excluded Assets. “Revolving Credit Agreement” means that certain Revolving Credit Agreement of even date herewith by and between the Buyer and Merrill Lynch Mortgage Capital Inc . “RCRA” has the meaning set forth in §3(u) herein. “SBA” has the meaning set forth in the preface above. “SBA 7(a) _____________ dt 1363189
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (83K) Doc #1211196: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND BETWEEN CAPTARIS, INC., MEDIATEL CORPORATION (DELAWARE) AND XPEDITE SYSTEMS, INC. *** * * Dated as of September 15, 2003 TABLE OF CONTENTS ARTICLE 1: PURCHASE AND SALE; CLOSING** 1 1.1 Sale and Purchase of Assets 1 1.2 Retained Assets 3 1.3 Assumed and Excluded Liabilities 3 1. . . . 1211196	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – to Buyer, to: with a copy to: Xpedite Systems, Inc. The Lenox Building 3399 Peachtree Rd. NE, Suite 700 Atlanta, GA 30326 Fax: 404-262-8540 Attn: Lee Provow, President Sutherland Asbill & Brennan, LLP 999 Peachtree Street, NE Atlanta GA 30309-3996 Fax: 404-853-8806 Attn: Philip P. Gura, Esq. and to: PTEK Holdings, Inc. The Lenox Building 3399 _____________ dt 1529089 ; Captaris Captaris, Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement: CAPTARIS, INC. – Asset Purchase Agreement EX-2.1 3 dex21.htm ASSET PURCHASE AGREEMENT Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN CAPTARIS, INC. , MEDIATEL CORPORATION (DELAWARE) AND XPEDITE SYSTEMS, INC. * * * Dated as of September 15, 2003 TABLE OF CONTENTS ARTICLE 1: PURCHASE AND SALE; CLOSING 1 1.1 Sale and Purchase of _____________ CAPTARIS, INC. – Schedule 2.13 : Customers and Suppliers Schedule 2.14 : Labor Relations; Employee Claims & Plans Schedule 2.15 : Litigation Schedule 2.16 : Permits vi ASSET PURCHASE AGREEMENT BY AND BETWEEN CAPTARIS, INC. , MEDIATEL CORPORATION (DELAWARE), AND XPEDITE SYSTEMS, INC. This ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of September 15, 2003, by and among CAPTARIS, INC., a _____________ CAPTARIS, INC. – AND BETWEEN CAPTARIS, INC., MEDIATEL CORPORATION (DELAWARE), AND XPEDITE SYSTEMS, INC. This ASSET PURCHASE AGREEMENT (this Agreement) is made and entered into as of September 15, 2003, by and among CAPTARIS, INC. , a Washington corporation (Parent), MEDIATEL CORPORATION (DELAWARE), a Delaware corporation and a wholly-owned subsidiary of Parent (MediaTel and, collectively with Parent, the Seller), and XPEDITE SYSTEMS, INC., a _____________ Captaris, Inc. – Names. Seller hereby grants to Buyer a world-wide, nonexclusive, nontransferable and royalty-free license to use for a period of ninety (90) days after the Closing Date the name Captaris, Inc. and MediaTel Corporation (Delaware) or any derivation or variation thereof, or any corporate name that includes any of the foregoing names, used by Seller as of the date hereof ( _____________ Captaris, Inc. – by a nationally recognized next business day delivery service for next business day delivery, on the first business day after so sent. If to Seller, to: with a copy to: Captaris, Inc. 10885 N.E. 4th Street, Suite 400 Bellevue, Washington 98004 Fax: (425) 638-1500 Attn: David P. Anastasi, President and Chief Executive Officer Perkins Coie LLP 1201 Third Avenue, _____________ dt 1467270 ;	Ptek Holdings Ptek Holdings, Inc. ( Communications Services ) As referenced in this Asset Purchase Agreement: PTEK Holdings, Inc – 262-8540 Attn: Lee Provow, President Sutherland Asbill & Brennan, LLP 999 Peachtree Street, NE Atlanta GA 30309-3996 Fax: 404-853-8806 Attn: Philip P. Gura, Esq. and to: PTEK Holdings, Inc . The Lenox Building 3399 Peachtree Rd. NE, Suite 700 Atlanta, GA 30326 Fax: 404-262-8540 Attn: Patrick J. Jones, General Counsel Such notice will be given to such _____________ dt 1549653
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (151K) Doc #1520762: Click preview link for longer preview. ASSET PURCHASE AGREEMENT By and Between TULIX SYSTEMS, INC. (A Georgia corporation) And HOMECOM COMMUNICATIONS, INC. (A Delaware corporation) Dated as of March 27, 2003 <PAGE> TABLE OF CONTENTS . . . 1520762	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – Closing Date. 7 <PAGE> SECTION 7. CLOSING (a) Closing. The closing of the purchase and sale of the Assets (the "Closing") shall take place at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, N.E., Atlanta, Georgia commencing at 2:00 p.m. on such date as the respective conditions to closing of both parties have _____________ Sutherland Asbill – event, the damaged party shall be entitled to recovery of all such Losses. 11 <PAGE> SECTION 11. MISCELLANEOUS (a) Acknowledgement regarding Legal Counsel. Purchaser acknowledges and agrees that Sutherland Asbill & Brennan LLP ("SAB") is acting as counsel to Seller and is representing Seller in connection with this Agreement and the transactions contemplated hereby and that SAB is not _____________ Sutherland Asbill – Seller: HomeCom Communications, Inc. 3495 Piedmont Road, Suite 110 Atlanta, GA 30305 Attn: President (404) 237-4646 (404) 233-1977 (facsimile) With a copy, which shall not constitute notice, to: Sutherland Asbill & Brennan LLP 2300 First Union Plaza 999 Peachtree Street, N.E. Atlanta, GA 30309-3996 Attn: Wade H. Stribling, Esq. (404) 853-8000 (404) 853-8806 (facsimile) or _____________ Sutherland Asbill – Property Georgia(Lease Liability Building 14)/Dietrich Evans et al. 15. Newmark & Co. (Lease Liability NY) 16. Millenia Internet 17. Newcourt 18. Nextlink 19. Oracle 20. Professional Exchange 21. Sutherland Asbill & Brennan 22. Set Focus 23. Social Security Administration (FUTA penalty) 24. Standard & Poor's 25. Tokai (Ricoh) 26. TriState Office Products 27. World Investor Link 28. Mitchell _____________ Sutherland Asbill – HomeCom: HomeCom Communications, Inc. 3495 Piedmont Road, Suite 110 Atlanta, GA 30305 Attn: President (404) 237-4646 (404) 233-1977 (facsimile) With a copy, which shall not constitute notice, to: Sutherland Asbill & Brennan LLP First Union Plaza, Suite 2300 999 Peachtree Street, N.E. Atlanta, GA 30309-3996 Attn: Wade H. Stribling, Esq. (404) 853-8000 (404) 853-8806 (facsimile) _____________ dt 1681247 ; Global Matrechs Global Matrechs, Inc. ;	HomeCom HomeCom Communications Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement: HOMECOM COMMUNICATIONS, INC. – 3 <FILENAME>homecomex2-3.txt <DESCRIPTION>AGREEMENT <TEXT> EXHIBIT 2.3 ASSET PURCHASE AGREEMENT By and Between TULIX SYSTEMS, INC. (A Georgia corporation) And HOMECOM COMMUNICATIONS, INC. (A Delaware corporation) Dated as of March 27, 2003 <PAGE> TABLE OF CONTENTS Page ---- SECTION 1. SALE AND PURCHASE.................................................1 SECTION 2. ASSUMPTION OF LIABILITIES BY THE _____________ HomeCom Communications, Inc. – Asset Purchase Agreement (this "Agreement") is made and entered into as of the 27th day of March, 2003, by and between Tulix Systems, Inc., a Georgia corporation (the "Purchaser"), and HomeCom Communications, Inc. , a Delaware corporation (the "Seller"). RECITALS -------- The Seller is engaged in the business of developing and hosting Internet applications, products and services to commercial customers (the "Business"). The Purchaser _____________ HomeCom Communications, Inc. – as follows: If to Purchaser: Tulix Systems, Inc. 3495 Piedmont Road Suite 110 Atlanta, GA 30305 (404) 237-4646 (404) 233-1977 (facsimile) Attn: Timothy R. Robinson If to Seller: HomeCom Communications, Inc. 3495 Piedmont Road, Suite 110 Atlanta, GA 30305 Attn: President (404) 237-4646 (404) 233-1977 (facsimile) With a copy, which shall not constitute notice, to: Sutherland Asbill & _____________ HOMECOM COMMUNICATIONS, INC. – the parties hereto have duly executed this Agreement as of the date first written above: PURCHASER: TULIX SYSTEMS, INC. By: /s/ Gia Bokuchava -------------------------------------- Name: Gia "George" Bokuchava Title: CEO SELLER: HOMECOM COMMUNICATIONS, INC. By: /s/ Michael Sheppard -------------------------------------- Name: Michael Sheppard -------------------------------------- Title: Vice President -------------------------------------- FOR PURPOSES OF SECTION 9(b) ONLY: /s/ Gia Bokuchava -------------------------------------- Gia Bokuchava /s/ Nino Doijashvili -------------------------------------- Nino Doijashvili /s/ Timothy _____________ HomeCom Communications, Inc. – lt;PAGE> TULIX SYSTEMS, INC. SHAREHOLDER AGREEMENT This Shareholder Agreement (the "Agreement") is made as of _______________, 2003 by and among Tulix Systems, Inc., a Georgia corporation (the "Company"), HomeCom Communications, Inc. , a Delaware corporation ("HomeCom"), and the holders of the Company's Common Stock, $.01 par value (the "Common Stock"), listed on Schedule 1 attached hereto (the "Founding Shareholders"). RECITALS -------- _____________ dt 1676867
Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (66K) Doc #1520770: Click preview link for longer preview. ASSET PURCHASE AGREEMENT By and Between NETZEE, INC. (A Georgia corporation) And HOMECOM COMMUNICATIONS, INC. (A Delaware corporation) Dated as of March 15, 2001 <PAGE> TABLE OF CONTENTS . . . 1520770	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – Mr. Balding. 8 <PAGE> SECTION 7. CLOSING (a) Closing. The closing of the purchase and sale of the Assets (the "Closing") shall take place at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, N.E., Atlanta, Georgia commencing at 2:00 p.m. on March 15, 2001 (the "Closing Date"). Subject to consummation of the Closing _____________ Sutherland Asbill – 850-4000 (770) 200-7150 (facsimile) Attn: Richard S. Eiswirth, Senior Executive Vice President and Chief Financial Officer With a copy, which shall not constitute notice, to: Mark D. Kaufman Sutherland Asbill & Brennan LLP 2300 First Union Plaza 999 Peachtree Street, N.E. Atlanta, GA 30309-3996 (404) 853-8000 (404) 853-8806 (facsimile) If to Seller: HomeCom Communications, Inc. _____________ dt 1529107 ; Global Matrechs Global Matrechs, Inc. ;	HomeCom HomeCom Communications Inc. ( Software & Programming ) As referenced in this Asset Purchase Agreement: HOMECOM COMMUNICATIONS, INC. – 3 <FILENAME>0003.txt <DESCRIPTION>ASSET PURCHASE AGREEMENT <TEXT> EXHIBIT 2.2 ASSET PURCHASE AGREEMENT By and Between NETZEE, INC. (A Georgia corporation) And HOMECOM COMMUNICATIONS, INC. (A Delaware corporation) Dated as of March 15, 2001 <PAGE> TABLE OF CONTENTS Page ---- SECTION 1. SALE AND PURCHASE..................................................1 SECTION 2. ASSUMPTION OF CONTRACTS BY THE _____________ HomeCom Communications, Inc. – This Asset Purchase Agreement (this "Agreement") is made and entered into as of the 15th day of March, 2001, by and between Netzee, Inc., a Georgia corporation (the "Purchaser") and HomeCom Communications, Inc. , a Delaware corporation (the "Seller"). RECITALS -------- The Seller is engaged in the business of developing and marketing Internet banking and targeted-marketing software applications, products and services to financial _____________ HomeCom Communications, Inc. – D. Kaufman Sutherland Asbill & Brennan LLP 2300 First Union Plaza 999 Peachtree Street, N.E. Atlanta, GA 30309-3996 (404) 853-8000 (404) 853-8806 (facsimile) If to Seller: HomeCom Communications, Inc. 3535 Piedmont Road, Suite 100 Atlanta, GA 30305 Attn: President (404) 237-4646 (404) 233-1977 (facsimile) or to such other address as the addressee may have specified in _____________ HOMECOM COMMUNICATIONS, INC. – Agreement as of the date first written above: PURCHASER: NETZEE, INC. By: /s/ RICHARD S. EISWIRTH --------------------------- Name: Richard S. Eiswirth Title: Senior Executive Vice President and Chief Financial Officer SELLER: HOMECOM COMMUNICATIONS, INC. By: /s/ HARVEY W. SAX --------------------- Name: Harvey W. Sax Title: President and CEO 17 </TEXT> </DOCUMENT> _____________ dt 1487698
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (129K) Doc #1581096: Click preview link for longer preview. ASSET PURCHASE AGREEMENT Between KENNEDY INFORMATION, LLC and THE BUREAU OF NATIONAL AFFAIRS, INC. Dated as of November 3, 2000 <PAGE> Table of Contents ARTICLE I. PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES.....1 Section 1.1. Sale and Transfer of Assets................................1 Section 1.2. Excluded Assets.............. . . . 1581096	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – hereto, the payment of the Purchase Price, and the consummation of the transactions contemplated hereby by Buyer; and 11 (h) An opinion, dated as of the Closing Date, of Sutherland Asbill & Brennan LLP counsel to Buyer, addressed to Seller, and expressly providing for reliance by Prudential, in substantially the form attached hereto as Exhibit D. Section 3.4. Escrow Agreement. _____________ Sutherland Asbill – Vice President With a copy to: The Bureau of National Affairs, Inc. 1231 Twenty-Fifth Street, NW Washington, DC 20032 Telecopy: (202) 973-3707 Attention: Eunice L. Bumgardner, General Counsel Sutherland Asbill & Brennan LLP 1275 Pennsylvania Avenue, NW Washington, DC 20004 Telecopy: (202) 637-3593 Attention: David A. Massey Any party by written notice to the others given in accordance with _____________ dt 1529109 ; Bureau of National Affairs Bureau of National Affairs Inc ;	Gardner Carton Gardner Carton & Douglas ( Legal ) As referenced in this Asset Purchase Agreement: Gardner, Carton – related hereto and the consummation of the transactions contemplated hereby, including the transfer of the Acquired Assets provided for hereunder; (k) An opinion, dated as of the Closing Date, of Gardner, Carton & Douglas, counsel to Seller, addressed to Buyer, and expressly providing for reliance by The Prudential Insurance Company of America and its affiliates (collectively "Prudential"), in substantially the form attached _____________ Gardner, Carton – To Seller: Kennedy Information, LLC One Kennedy Place Route 12 South Fitzwilliam, New Hampshire 03447 Telecopy: (603) 585-6402 Attention: Wayne E. Cooper, CEO and President With a copy to: Gardner, Carton & Douglas 321 North Clark Street Suite 3400 Chicago, Illinois 60610 Telecopy: (312) 644-3381 Attention: Alex W. Zabrosky 33 To Buyer: The Bureau of National Affairs, Inc. 1231 _____________ dt 1516132
Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (193K) Doc #1590969: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND AMONG LIFESTYLE TECHNOLOGIES ATLANTA, INC., GREATER ATLANTA ALARM SERVICES, INC., ERESOURCE CAPITAL GROUP, INC., GLENDA WATSON AND DAVID WATSON JUNE 20, 2001 <PAGE> 2 TABLE OF CONTENTS <TABLE> <S> . . . 1590969	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – eResource Capital Group, Inc. 5935 Carnegie Boulevard, Suite 101 Charlotte, North Carolina 28209 Attention: Melinda Morris Zanoni Telecopy: (704) 553-7136 49 57 and to: Phillip P. Gura, Esq. Sutherland Asbill & Brennan LLP 999 Peachtree Street, NE Atlanta, Georgia 30039 (404) 853-8969 (ii) if to Sellers, to: c/o David Watson 1097 Oakview Drive Smyrna, Georgia 30080 Telecopy: (770) _____________ dt 1529118 ; Onetravel Holdings Onetravel Holdings, Inc. ;	Wachovia Bank Wachovia Bank, NA ( Financial ) As referenced in this Asset Purchase Agreement: Wachovia Bank, N.A. – thereon. The Purchased Assets are all of the assets that are necessary for use in and operation of the Business, and, except for an Encumbrance on the Purchased Assets by Wachovia Bank, N.A. which is to be released prior to the Closing, no Purchased Asset is subject to any Encumbrance or impairment, whether due to its condition, utility, collectability or otherwise, other _____________ Wachovia Bank, N.A. – Closing Date, and, except for those loans associated with two 1999 GMC Safari Vans referenced in Schedule 2.3, all third party indebtedness of the Business (including all indebtedness to Wachovia Bank, N.A. ), other than normal accruals and trade accounts payable incurred in the ordinary course of business and acceptable to Buyer shall be repaid in full by the Sellers prior to _____________ Wachovia Bank, N.A. – The Seller shall have satisfied, and Buyer shall have received evidence (including UCC-3 termination statements and letters of release) of the satisfaction of all of the Sellers' indebtedness to Wachovia Bank, N.A. secured by the Purchased Assets. (i) NON-COMPETITION AGREEMENTS. Buyer shall have entered into, or be assigned from the Company, Non-Competition Agreements with certain key employees of the _____________ Wachovia Bank, N.A. – and documents as Buyer may reasonably request. (xiv) The Audited Financial Statements. (xv) A UCC-3 termination statement and letter of release evidencing the termination of the Sellers' obligations to Wachovia Bank, N.A. secured by the Purchased Assets. (b) DELIVERIES BY BUYER. Buyer shall deliver or cause to be delivered to Sellers at the Closing: (i) The Purchase Price. (ii) The Assumption _____________ dt 1386057
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (261K) Doc #1607342: Click preview link for longer preview. <DESCRIPTION>ASSET PURCHASE AGREEMENT - CHATHAM <TEXT> ASSET PURCHASE AGREEMENT by and among INTERFACE FABRICS GROUP, INC., CMI INDUSTRIES, INC., and CHATHAM FABRICS, LLC DATED AS OF MAY 1, 2000 <PAGE> <TABLE> <CAPTION> TABLE OF CONTENTS . . . 1607342	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland, Asbill – transactions contemplated hereby and thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect; (v) the opinion of Sutherland, Asbill & Brennan LLP, counsel to Sellers, substantially in the form of EXHIBIT A hereto (the "Sellers Opinion"); (vi) the agreement of assignment and assumption of the Contracts and the Assumed _____________ Sutherland Asbill – Gervais Street, Suite 700 Columbia, South Carolina 29201 Attention: Mr. Joseph L. Gorga Telephone: (336) 378-2620 Facsimile: (803) 748-1738 with a copy (which shall not constitute notice) to: Sutherland Asbill & Brennan LLP 999 Peachtree Street NE Atlanta, Georgia 30309 Attention: Edward W. Kallal, Jr., Esq. Telephone: (404) 853-8104 Facsimile: (404) 855-8806 (b) If to Purchaser: INTERFACE FABRICS _____________ dt 1529119 ; Interface Interface Inc ;	Kilpatrick Kilpatrick Stockton ( Legal ) As referenced in this Asset Purchase Agreement: Kilpatrick Stockton – PROCEDURE FOR CLOSING 4.1. TIME AND PLACE OF CLOSING. The closing for the purchase and sale contemplated by this Agreement (the "Closing") shall be held at the offices of Kilpatrick Stockton LLP, 1100 Peachtree Street, Atlanta, Georgia 30309, (A) on May 1, 2000, or (B) at such other time and place as the Parties hereto may agree in writing (the _____________ Kilpatrick Stockton – transactions contemplated thereby and certifying that such resolutions have not been rescinded, revoked, modified, or otherwise affected and remain in full force and effect; -15- (v) the opinion of Kilpatrick Stockton LLP, counsel to Purchaser substantially in the form of EXHIBIT G (the "Purchaser Opinion"); (vi) the Copyright Assignment Agreements substantially in the form of EXHIBIT M, executed by Sellers; ( _____________ Kilpatrick Stockton – INC. 2859 Paces Ferry Road Suite 2999 Atlanta, Georgia 30339 Attention: General Counsel Telephone: (770) 437-6800 Facsimile: (770) 319-6270 with a copy (which shall not constitute notice) to: Kilpatrick Stockton LLP Suite 2800 1100 Peachtree Street Atlanta, Georgia 30309 Attention: G. Kimbrough Taylor, Jr., Esq. Telephone: (404) 815-6490 Facsimile: (404) 815-6555 -61- or to such other _____________ dt 1383924
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (227K) Doc #1617583: Click preview link for longer preview. <PAGE> ASSET PURCHASE AGREEMENT DATED AS OF DECEMBER 20, 2002 BY AND AMONG WELLS FARGO FINANCIAL LEASING, INC. AGWAY INC. TELMARK, LLC TELMARK LEASE FUNDING II, LLC TELMARK LEASE FUNDING III, LLC AND TELEASE FINANCIAL SERVICES, LTD. <PAGE> THIS . . . 1617583	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – to Section 8(a)(xii) below. (d) The Closing. The closing of the transactions contemplated by this ----------- Agreement (the "CLOSING") shall take place at the offices of Seller's counsel, Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C., commencing at 9:00 a.m. local time on the first business day of the month immediately following the _____________ Sutherland Asbill – Agway and Telmark, subject to satisfaction or waiver of the conditions to Closing set forth in the Purchase and Sale Agreement, the Closing shall take place at the offices of Sutherland Asbill & Brennan LLP, 1275 Pennsylvania Avenue, N.W., Washington, D.C., at 9:00 a.m. local time on the first business day of the month following entry of an _____________ dt 1529121 ; Telmark Telmark LLC ; Goldman, Sachs Goldman, Sachs & Co. ( Investment Services ) As referenced in this Asset Purchase Agreement: Goldman Sachs & Co. – Bankruptcy Court, and (v) such other consents, orders, authorizations, registrations, declarations and filings identified in Schedule 3(a)(iii). (iv) Brokers. No broker, investment banker or other person ------- (other than Goldman Sachs & Co. , the fees and expenses of which will be paid by Seller) is entitled to any broker's, finder's or other similar fee or commission in connection with the _____________ dt 1489318 ;	Faegre & Benson Faegre & Benson ( Legal ) As referenced in this Asset Purchase Agreement: FAEGRE & BENSON – DANIEL J. EDINGER ---------------------------------- Its President ---------------------------------- TELEASE FINANCIAL SERVICES, LTD. By /s/ GEORGE F. LOTT ---------------------------------- Its President ---------------------------------- [EXECUTION PAGE OF ADDENDUM TO ASSET PURCHASE AGREEMENT] EXHIBIT 2(e) COPY FAEGRE & BENSON LLP COPY -------------------------------------------------------------------------------- 2200 WELLS FARGO CENTER, 90 SOUTH SEVENTH STREET MINNEAPOLIS, MINNESOTA 55402-3901 TELEPHONE 612.766.7000 FACSIMILE 612.766.1600 www.faegre.com MICHAEL R. STEWART mstewart@faegre. _____________ Faegre & Benson – Stang Ziehl Young Jones & Weintraub, 461 Fifth Avenue, 25th 5 Floor, New York, New York 10017-6234, counsel for the official unsecured creditors' committee, (iv) Dennis M. Ryan, Esq., Faegre & Benson LLP, 2200 Wells Fargo Center, 90 South Seventh Street, Minneapolis, Minnesota 55402-3901, counsel for Wells Fargo, (v) Nicholas S. Priore, Esq., Getnick Livingston Atkinson Gigliotti & Priore, LLP, 258 Genesee _____________ dt 1375708 ; Harris Beach Harris Beach ( Legal ) As referenced in this Asset Purchase Agreement: Harris Beach – vi) David L. Ganje, Esq., Ganje Law Office, Two Tower Place, Albany, NY 12203, counsel for CitiCapital Commercial Corporation f/k/a Associates Commercial Corporation, (vii) David L. Rasmussen, Esq., Harris Beach LLP, 99 Garnsey Road, Pittsford, NY 14534, counsel for Zurich North America, (viii) Roger Reierson, Esq., Office of the General Counsel, 1200 K Street, N.W., Suite 340, Washington, _____________ dt 1500121 ; More...
Preview Full Doc	2003	Asset Purchase Agreement Asset Purchase Agreement (1,026K) Doc #1621210: Click preview link for longer preview. CONFIDENTIAL ASSET PURCHASE AGREEMENT BY AND BETWEEN UNITED STATES FILTER CORPORATION, U.S. FILTER DISTRIBUTION GROUP, INC. AND BLUE ACQUISITION CORP. dated SEPTEMBER 12, 2002 <PAGE> TABLE OF CONTENTS <TABLE> < . . . 1621210	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – purchase and sale of the Purchased Assets and assumption of the Assumed Obligations (the "CLOSING") shall take place at 10:00 A.M., Atlanta, Georgia time, at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street, N.E., Atlanta, Georgia 30309, as soon as practicable, but in any event within three (3) Business Days after the last of the _____________ Sutherland Asbill – its respective board of directors approving this Agreement and the transactions contemplated hereby. (g) OPINION OF COUNSEL TO DISTRIBUTION. Buyer shall have received an opinion dated the Closing Date from Sutherland Asbill & Brennan LLP, counsel to Distribution, in form and substance reasonably satisfactory to the Buyer (and Buyer shall reasonably agree to a portion of such opinion being delivered by _____________ Sutherland Asbill – United States Filter Corporation 40-004 Cook Street Palm Desert, California 922 11 Attention: General Counsel Fax: (760) 346-4024 E-Mail: stanczaks@usfilter.com With a required copy to: Sutherland Asbill & Brennan LLP 999 Peachtree Street NE Atlanta, Georgia 30309 Attention: Mark D. Wasserman Fax: (404) 853-8806 E-Mail: mdwasserman@sablaw.com A Party may change the address _____________ dt 1681257 ; Badger Meter Badger Meter, Inc. ( Scientific & Technical Instruments ) As referenced in this Asset Purchase Agreement: Badger Meter, Inc. – OTHER PARTY AGREEMENT DATE <S> <C> <C> Neenah Foundry Company Consignment Agreement November 22, 2000 North American Pipe Corporation Distributor Agreement May 11, 2001 Badger Meter, Inc. Distributor Resale Supply Agreement May 18, 1998 Invensys Metering Systems Distributorship Agreements Various Mueller Co. Distribution Agreements Various </TABLE> (D) CONTRACTS FOR THE SALE OF GOODS AND/ _____________ dt 1638147 ; Catellus Catellus Development Corp. ( Real Estate ) As referenced in this Asset Purchase Agreement: Catellus Development – 99 Escondido, California Westate Investments Distribution 2651 East Byrd Ave. 0l-May-98 Fresno, California Robert McGuire Family Trust Distribution * 980-990 Parker Ct. 01-June-98 Santa Clara, California Catellus Development Distribution 4700 District Boulevard 0l-Sep-97 Vernon, California General Motors Distribution * 1910 38th Street 16-Apr-90 Denver, Colorado K.R. Augst, Jr. Distribution 22 Garfield Way 10- _____________ dt 1653323 ;	National Waterworks National Waterworks Inc ; Vivendi Universal Vivendi Universal SA As referenced in this Asset Purchase Agreement: Vivendi Universal S. – Section 4063(a) of ERISA. (ii) Except as disclosed on Schedule 3.13(b), the Vivendi Employee Benefit Plans are the only plans maintained by Vivendi Environment S.A. or Vivendi Universal S. A. which benefit employees of Distribution and none of such plans is subject to ERISA. Except for payroll tax obligations which may arise upon exercise of certain Vivendi Employee Benefit _____________ dt 1652438 ; Teamsters International Brotherhood of Teamsters ( Unions ) As referenced in this Asset Purchase Agreement: International Brotherhood of Teamsters, – See paragraph 2 of Schedule 3.8(e). Page 32 <PAGE> SCHEDULE 3.11 LABOR MATTERS COLLECTIVE BARGAINING AGREEMENTS 1. Collective bargaining agreement between U.S. Filter and International Brotherhood of Teamsters, Local Union 247 dated July 30, 1999 for the period July 31, 1999 through July 30, 2004 covers all union employees at the Novi and Shelby Township, Michigan facilities. _____________ International Brotherhood of Teamsters – union employees at the Novi and Shelby Township, Michigan facilities. 2. Collective bargaining agreement between U.S. Filter and Teamsters, Chauffeurs and Helpers Local Union No. 525 Affiliated with the International Brotherhood of Teamsters dated December 1, 1997 for the period December 1, 1997 through November 30, 2003 covers all union employees at the Granite City, Illinois facility. Page 33 <PAGE> SCHEDULE _____________ International Brotherhood of Teamsters, – Agreements requiring Distribution to pay any officer, director or employee. No disclosure made. Page 49 <PAGE> SCHEDULE 3.13(j) MULTIEMPLOYER PLANS The collective bargaining agreement with the International Brotherhood of Teamsters, Local Union 247, in Novi, Michigan, requires Distribution to pay into the Central States, Southeast and Southwest Areas Pension Fund. A letter regarding Distribution's withdrawal liability with respect _____________ dt 1641511
Preview Full Doc	2001	Asset Purchase Agreement Asset Purchase Agreement (146K) Doc #1643060: Click preview link for longer preview. ASSET PURCHASE AGREEMENT BY AND BETWEEN WESTPOINT STEVENS INC. CMI INDUSTRIES, INC. DATED JANUARY 5, 2001 <PAGE> 2 TABLE OF CONTENTS <TABLE> <CAPTION> Page . . . 1643060	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – 1 DATE OF CLOSING. The closing of the sale and purchase of the Purchased Assets provided for in Article I hereof (the "CLOSING") shall take place at the offices of Sutherland Asbill & Brennan LLP, 999 Peachtree Street N.E., Atlanta, Georgia, 30309, on January 5, 2001 (or at such other date and place as the Parties may agree upon in _____________ Sutherland Asbill – were duly adopted and are in full force and effect as certified; (d) the Facility Lease executed by Seller; (e) the Services Agreement executed by Seller; (f) the opinion of Sutherland Asbill & Brennan LLP, Seller's counsel; (g) a certificate of the Secretary of Seller certifying as to the incumbency and signatures of the officers of Seller who have executed _____________ dt 1681258 ; Bibb Bibb Co ;	WestPoint WestPoint Stevens, Inc. ( Personal & Household Products ) As referenced in this Asset Purchase Agreement: WESTPOINT STEVENS INC. – gt;g66324ex2-1.txt <DESCRIPTION>ASSET PURCHASE AGREEMENT DATED 1/5/2001 <TEXT> <PAGE> 1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT BY AND BETWEEN WESTPOINT STEVENS INC. CMI INDUSTRIES, INC. DATED JANUARY 5, 2001 <PAGE> 2 TABLE OF CONTENTS <TABLE> <CAPTION> Page ---- <S> <C> <C& _____________ WestPoint Stevens Inc. – THIS ASSET PURCHASE AGREEMENT (the "AGREEMENT"), is made and entered into as of this 5th day of January, 2001, by and between CMI Industries, Inc., a Delaware corporation ("SELLER"), and WestPoint Stevens Inc. , a Delaware corporation ("BUYER"). Seller and Buyer are sometimes collectively referred to as the "PARTIES" and individually as a "PARTY." BACKGROUND INFORMATION A. through its Chatham Consumer Products Division, _____________ WestPoint Stevens Inc. – CMI Industries, Inc. 1301 Gervais Street, Suite 700 Columbia, South Carolina 29201 Attention: Mr. Joseph L. Gorga Tel. No.: (336) 378-2620 Fax No.: (803) 748-1738 If to Buyer: WestPoint Stevens Inc. 507 West 10th Street Post Office Box 71 West Point, Georgia 31833 Attention: David C. Meek Tel. No.: (706) 645-4322 Fax No.: (706) 645-4396 With a copy _____________ WestPoint Stevens Inc. – Office Box 71 West Point, Georgia 31833 Attention: David C. Meek Tel. No.: (706) 645-4322 Fax No.: (706) 645-4396 With a copy to (which shall also constitute notice): WestPoint Stevens Inc. 507 West 10th Street Post Office Box 71 West Point, Georgia 31833 Attention: Christopher N. Zodrow, Esq. Tel. No.: (706) 645-4112 Fax No.: (706) 645-4396 SECTION 9. _____________ WestPoint Stevens, Inc. – lt;PAGE> 43 IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties hereto as of the date first above written. BUYER WestPoint Stevens, Inc. By: /s/ Thomas M. Lane ----------------------------- Name: Thomas M. Lane Title: Senior Vice President SELLER CMI Industries, Inc. By: /s/ Joseph L. Gorga ---------------------------- Joseph L. Gorga President 37 </TEXT& _____________ dt 1640825
Preview Full Doc	2000	Asset Purchase Agreement Asset Purchase Agreement (184K) Doc #1643066: Click preview link for longer preview. ASSET PURCHASE AGREEMENT by and between BORGSTENA TEXTILE NORTH AMERICA, INC., and CMI INDUSTRIES, INC. DATED AS OF OCTOBER 26, 2000 <PAGE> 2 TABLE OF CONTENTS <TABLE> <CAPTION> PAGE <S> . . . 1643066	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – Lease between Purchaser and Seller's affiliate, Chatham Fabrics, LLC, with respect to Seller's Elkin, NC circular knit facility (the "Facility Lease") executed by Seller; (vii) an opinion of Sutherland Asbill & Brennan LLP, counsel to Seller (the "Seller Opinion"); (viii) an agreement of assignment and assumption of the Contracts and the Assumed Liabilities (the "Assignment and Assumption Agreement") duly _____________ Sutherland Asbill – Gervais Street, Suite 700 Columbia, South Carolina 29201 Attention: Mr. Joseph L. Gorga Telephone: (336) 378-2620 Facsimile: (803) 748-1738 with a copy (which shall not constitute notice) to: Sutherland Asbill & Brennan LLP 999 Peachtree Street NE Atlanta, Georgia 30309 Attention: Edward W. Kallal, Jr., Esq. Telephone: (404) 853-8104 Facsimile: (404) 855-8806 (b) If to Purchaser: Borgstena _____________ dt 1681259 ;	Bibb Bibb Co
Preview Full Doc	2006	Asset Purchase Agreement Asset Purchase Agreement (159K) Doc #2280278: Click preview link for longer preview. Asset Purchase Agreement Dated as of July 31, 2006 By and Between QS Technologies, Inc. and Intelligent Systems Corporation, as Sellers and Netsmart Public Health, Inc., as Buyer and Netsmart Technologies, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 SECTION 1.1. Certain Definitions. 1 SECTION 1.2. Index of Other Defined Terms. 7 ARTICLE 2 TRANSFER OF ASSETS 9 SECTION 2.1. Transfer of Assets by Seller. . . . 2280278	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – Rd. Norcross, GA 30093 Telecopier: (770) 381-2808 Attention: CEO Intelligent Systems Corporation 4355 Shackleford Rd. Norcross, GA 30093 Telecopier: (770) 381-2808 Attention: CEO 46 with a copy to: Sutherland Asbill & Brennan LLP 999 Peachtree Street NE Atlanta, GA 30309 Telecopier: (404) 853-8806 Attention: Phil Mose or to such other address as the person to whom notice is _____________ dt 1626077 ;	Netsmart Netsmart Technologies Inc. ( Computer Services ) As referenced in this Asset Purchase Agreement: Netsmart Technologies, Inc. – COPY Asset Purchase Agreement Dated as of July 31, 2006 By and Between QS Technologies, Inc. and Intelligent Systems Corporation, as Sellers and Netsmart Public Health, Inc., as Buyer and Netsmart Technologies, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 SECTION 1.1. Certain Definitions. 1 SECTION 1.2. Index of Other Defined Terms. 7 ARTICLE 2 TRANSFER OF ASSETS 9 SECTION _____________ NETSMART TECHNOLOGIES, INC. – Georgia corporation (QS) and INTELLIGENT SYSTEMS CORPORATION, a Georgia corporation (Parent) (QS and Parent being collectively referred to as Sellers), and NETSMART PUBLIC HEALTH, INC., a Delaware corporation (Buyer), and NETSMART TECHNOLOGIES, INC. , a Delaware corporation (Netsmart). RECITALS WHEREAS, QS is engaged in the business (the Business) of designing, developing, selling, licensing, maintaining and supporting software products and services for the public _____________ Netsmart Technologies, Inc. – Out Period but excluding any revenue attributable (i) third party licensed products, or (ii) professional services including systems integrator fees, customization, systems integration, implementation and roll out fees. Netsmart means Netsmart Technologies, Inc. , a Delaware corporation and the owner of all of the issued and outstanding capital stock of Buyer. New Customer means any Person who is not a licensee of any _____________ Netsmart Technologies, Inc. – duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to each other party as follows: if to Buyer: Netsmart Technologies, Inc. 3500 Sunrise Highway Great River, New York 11739 Telecopier: Attention: James Conway, CEO with a copy to: Kramer, Coleman, Wactlar & Lieberman, P.C. 100 Jericho Quadrangle Jericho, New _____________ NETSMART TECHNOLOGIES, INC. – QS TECHNOLOGIES, INC. By: /s/Kevin W. Davidson Name: Kevin W. Davidson Title: President INTELLGENT SYSTEMS CORPORATION By: /s/J. Leland Strange Name: J. Leland Strange Title: Chief Executive Officer NETSMART TECHNOLOGIES, INC. By: /s/Anthony F. Grisanti Name: Anthony F. Grisanti Title: Chief Financial Officer NETSMART PUBLIC HEALTH, INC. By: /s/Anthony F. Grisanti Name: Anthony F. Grisanti Title: Secretary and _____________ dt 1613358
Preview Full Doc	2006	Asset Purchase Agreement Asset Purchase Agreement (159K) Doc #2312731: Click preview link for longer preview. Asset Purchase Agreement Dated as of July 31, 2006 By and Between QS Technologies, Inc. and Intelligent Systems Corporation, as Sellers and Netsmart Public Health, Inc., as Buyer and Netsmart Technologies, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 SECTION 1.1. Certain Definitions 1 SECTION 1.2. Index of Other Defined Terms 7 . . . 2312731	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Asset Purchase Agreement: Sutherland Asbill – Rd. Norcross, GA 30093 Telecopier: (770) 381-2808 Attention: CEO Intelligent Systems Corporation 4355 Shackleford Rd. Norcross, GA 30093 Telecopier: (770) 381-2808 Attention: CEO 46 with a copy to: Sutherland Asbill & Brennan LLP 999 Peachtree Street NE Atlanta, GA 30309 Telecopier: (404) 853-8806 Attention: Phil Mose or to such other address as the person to whom notice is _____________ dt 1529137 ; Intelligent Intelligent Systems Corp. ( Software & Programming ) ;	Netsmart Netsmart Technologies Inc. ( Computer Services ) As referenced in this Asset Purchase Agreement: Netsmart Technologies, Inc. – 1 Asset Purchase Agreement Dated as of July 31, 2006 By and Between QS Technologies, Inc. and Intelligent Systems Corporation, as Sellers and Netsmart Public Health, Inc., as Buyer and Netsmart Technologies, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 SECTION 1.1. Certain Definitions 1 SECTION 1.2. Index of Other Defined Terms 7 ARTICLE 2 TRANSFER OF ASSETS 9 SECTION _____________ NETSMART TECHNOLOGIES, INC. – Georgia corporation (QS) and INTELLIGENT SYSTEMS CORPORATION, a Georgia corporation (Parent) (QS and Parent being collectively referred to as Sellers), and NETSMART PUBLIC HEALTH, INC., a Delaware corporation (Buyer), and NETSMART TECHNOLOGIES, INC. , a Delaware corporation (Netsmart). RECITALS WHEREAS, QS is engaged in the business (the Business) of designing, developing, selling, licensing, maintaining and supporting software products and services for the public _____________ Netsmart Technologies, Inc. – Out Period but excluding any revenue attributable (i) third party licensed products, or (ii) professional services including systems integrator fees, customization, systems integration, implementation and roll out fees. Netsmart means Netsmart Technologies, Inc. , a Delaware corporation and the owner of all of the issued and outstanding capital stock of Buyer. New Customer means any Person who is not a licensee of any _____________ Netsmart Technologies, Inc. – duly given upon receipt) by delivery in person, by facsimile or by registered or certified mail (postage prepaid, return receipt requested) to each other party as follows: if to Buyer: Netsmart Technologies, Inc. 3500 Sunrise Highway Great River, New York 11739 Telecopier: Attention: James Conway, CEO with a copy to: Kramer, Coleman, Wactlar & Lieberman, P.C. 100 Jericho Quadrangle Jericho, New _____________ NETSMART TECHNOLOGIES, INC. – TECHNOLOGIES, INC. By: /s/ Kevin W. Davidson Name: Kevin W. Davidson Title: President 48 INTELLGENT SYSTEMS CORPORATION By: /s/ J. Leland Strange Name: J. Leland Strange Title: Chief Executive Officer NETSMART TECHNOLOGIES, INC. By: /s/ Anthony F. Grisanti Name: Anthony F. Grisanti Title: Chief Financial Officer NETSMART PUBLIC HEALTH, INC. By: /s/ Anthony F. Grisanti Name: Anthony F. Grisanti Title: Secretary and _____________ dt 1463687
Preview Full Doc	2006	Coinsurance Agreement Coinsurance Agreement (50K) Doc #945097: Click preview link for longer preview. exv10w1 Exhibit 10.1 COINSURANCE AGREEMENT Between ANNUITY AND LIFE REASSURANCE AMERICA, INC., (referred to as the Company) and WILTON REASSURANCE COMPANY (referred to as the Retrocessionaire) Dated January 17, 2006 Effective June 30, 2005 . . . 945097	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – 203) 762-4445 With a concurrent copy to each of: Wilton Services, Inc. 187 Danbury Road Riverview Building, 3rd Floor Wilton, Connecticut 06897 Attention: General Counsel Fax: (203) 762-4445 Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., N.W. Washington, D.C., 20004 Attn: David A. Massey Fax: (202) 637-3593 Either party may change the names or addresses where _____________ dt 1529066 ;	Drinker Biddle Drinker Biddle & Reath LLP ( Legal ) As referenced in this Coinsurance Agreement: Drinker, Biddle – each of: Annuity and Life Re (Holdings), Ltd. Cumberland House 1 Victoria Street Hamilton, Bermuda HM 11 Attention: Chief Executive Officer -14- Fax: (441) 296-7665 Robert C. Juelke, Esq. Drinker, Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 Fax: (215) 988-2757 (ii) If to Retrocessionaire to: Wilton Reassurance Company 187 Danbury Road _____________ dt 1508351
Preview Full Doc	2006	Coinsurance Agreement Coinsurance Agreement (46K) Doc #945099: Click preview link for longer preview. exv10w2 Exhibit 10.2 COINSURANCE AGREEMENT Between ANNUITY AND LIFE REASSURANCE, LTD., (referred to as the Company) and WILTON REINSURANCE BERMUDA LIMITED (referred to as the Retrocessionaire) Dated January 17, 2006 Effective June 30, 2005 . . . 945099	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – 295-6821 With a concurrent copy to each of: Wilton Services, Inc. 187 Danbury Road Riverview Building, 3rd Floor -13- Wilton, Connecticut 06897 Attention: General Counsel Fax: (203) 762-4445 Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., N.W. Washington, D.C., 20004 Attn: David A. Massey Fax: (202) 637-3593 Either party may change the names or addresses where _____________ dt 1529067 ;	Drinker Biddle Drinker Biddle & Reath LLP ( Legal ) As referenced in this Coinsurance Agreement: Drinker, Biddle – to each of: Annuity and Life Re (Holdings), Ltd. Cumberland House 1 Victoria Street Hamilton, Bermuda HM 11 Attention: Chief Executive Officer Fax: (441) 296-7665 Robert C. Juelke, Esq. Drinker, Biddle & Reath LLP One Logan Square 18th and Cherry Streets Philadelphia, PA 19103-6996 Fax: (215) 988-2757 (ii) If to Retrocessionaire to: Wilton Reinsurance Bermuda Limited Par La _____________ dt 1508352
Preview Full Doc	2005	Coinsurance Agreement Coinsurance Agreement (69K) Doc #1045706: Click preview link for longer preview. <DESCRIPTION>COINSURANCE AGREEMENT <TEXT> ================================================================================ COINSURANCE AGREEMENT between SECURITY LIFE OF DENVER INSURANCE COMPANY (referred to as the Company) and SCOTTISH RE (U.S.), INC. ( . . . 1045706	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – concurrent copy to: B. Scott Burton Corporate General Counsel ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and <PAGE> David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 To Reinsurer: Scottish Re (U.S), Inc. 13840 Ballantyne Corporate Place, Suite 500 Charlotte, NC 28277 Attention: General _____________ dt 1529073 ;	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Coinsurance Agreement: Scottish Re Group Limited – a Delaware-domiciled life insurance company (the "Reinsurer"). WHEREAS, the Company, Security Life of Denver International Limited, a Bermuda insurance company ("SLDI" and, together with the Company, the "Sellers"), and Scottish Re Group Limited ("Purchaser"), the indirect parent corporation of Reinsurer, Newco and the Reinsurer, have entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the "Asset Purchase Agreement"), pursuant _____________ Scottish Re Group Limited, – State of Colorado. "Scottish Annuity & Life" means Scottish Annuity & Life Insurance Company (Cayman) Ltd., a company organized under the laws of the Cayman Islands. "Scottish Re Group" means Scottish Re Group Limited, a holding company organized under the laws of the Cayman Islands. "Triggering Event" means any of the following occurrences: (i) the existence of an insolvency, rehabilitation, conservation or comparable _____________ dt 1380492
Preview Full Doc	2005	Coinsurance Agreement Coinsurance Agreement (70K) Doc #1045718: Click preview link for longer preview. <DESCRIPTION>COINSURANCE AGREEMENT <TEXT> ================================================================================ COINSURANCE AGREEMENT between SECURITY LIFE OF DENVER INTERNATIONAL LIMITED (referred to as the Company) and SCOTTISH RE LIFE (BERMUDA) LIMITED . . . 1045718	Sutherland Sutherland Asbill & Brennan ( Legal ) As referenced in this Coinsurance Agreement: Sutherland Asbill – copy to: B. Scott Burton Corporate General Counsel 15 <PAGE> ING North America Insurance Corporation 5780 Powers Ferry Road NW Atlanta, GA 30327 and David A. Massey, Esq. Sutherland Asbill & Brennan LLP 1275 Pennsylvania Ave., NW Washington, DC 20004-2415 To the Reinsurer: Scottish Re Life (Bermuda) Limited Crown House, Third Floor 4 Par-la-ville Road Hamilton _____________ dt 1529077 ;	SRG Scottish Re Group Ltd. ( Life Insurance ) As referenced in this Coinsurance Agreement: Scottish Re Group Limited – Bermuda-domiciled life insurance company (the "Reinsurer"). WHEREAS, the Company, Security Life of Denver Insurance Company, a Colorado-domiciled insurance company ("SLD" and, together with the Company, the "Sellers"), and Scottish Re Group Limited ("Purchaser"), the indirect parent corporation of Reinsurer, the Reinsurer, and Scottish Re (U.S.), Inc., have entered into an Asset Purchase Agreement, dated as of October 17, 2004 (the " _____________ Scottish Re Group Limited, – financial statement credit. "Scottish Annuity & Life" means Scottish Annuity & Life Insurance Company (Cayman) Ltd., a company organized under the laws of the Cayman Islands. "Scottish Re Group" means Scottish Re Group Limited, a holding company organized under the laws of the Cayman Islands. "Shortfall Amount" has the meaning set forth in Section 9.4 of this Agreement. "Triggering Event" means any _____________ dt 1380496
Preview Full Doc	2005	Coinsurance Funds Withheld Agreement Coinsurance Funds Withheld Agreement (73K) Doc #1045723: Click preview link for longer preview. <DESCRIPTION>COINSURANCE FUNDS WITHHELD AGREEMENT <TEXT> ================================================================================ COINSURANCE FUNDS WITHHELD AGREEMENT between SECURITY LIFE OF DENVER INTERNATIONAL LIMITED (referred to as the Company) and SCOTTISH RE LIFE (BERMUDA) LIMITED . . . 1045723	Sutherland