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Agreement
Agreement (14K)
Doc #373637: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT (hereinafter referred to as the �Agreement�) is made and entered into as of the 3rd day of January, 2005, by and between VESTIN GROUP, INC., a Delaware corporation (�Vestin�), JAMES WALSH (�Walsh�) and JOSEPH NAMATH (�Namath�) (Walsh and Namath are collectively referred to hereinafter as the �Sellers�) and PLANNED LICENSING, INC., a Nevada corporation (�PLI�).
WHEREAS, on or about January 10, 2001 Vestin and PLI entered into a license agreement (the �PLI Agreement�) whereby PLI would provide Namath as . . .
373637
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Vestin Group
As referenced in this Agreement:
VESTIN GROUP, INC – 10.1
Exhibit 10.1
AGREEMENT
THIS AGREEMENT (hereinafter referred to as the Agreement) is made and entered into as of the 3rd day of January, 2005, by and between VESTIN GROUP, INC ., a Delaware corporation (Vestin), JAMES WALSH (Walsh) and JOSEPH NAMATH (Namath) (Walsh and Namath are collectively referred to hereinafter as the Sellers) and PLANNED LICENSING, INC., a Nevada corporation ( _____________
VESTIN GROUP, INC – of any subsequent breach or default of the same or similar nature.
-5-
IN WITNESS WHEREOF, the parties have executed this Agreement on the year and date first above written.
VESTIN GROUP, INC ., a Delaware
corporation
By:
Its:
James Walsh
Joseph Namath
PLANNED LICENSING, INC., a Nevada
corporation
By:
Its:
-6-
_____________
dt 1540775
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Agreement
Agreement (43K)
Doc #406718: Click preview link for longer preview.
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
DATED as of 23 January 2005
(1) CB RICHARD ELLIS LIMITED
- and -
(2) ALAN CHARLES FROGGATT
AGREEMENT
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
AGREEMENT
This Agreement is dated as of 23 January 2005.
BETWEEN:
1.
CB RICHARD ELLIS LIMITED (company no. 3350437) whose registered office is at Kingsley House, Wimpole Street, London, W1G 0RE (the ?Company?); and
2.
ALAN CHARLES FROGGATT of Bedford Farm House, . . .
406718
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CB Richard Ellis
As referenced in this Agreement:
CB Richard Ellis Group, Inc – following meanings:-
2003 Option Agreement means the Option Agreement between CBRE Holding, Inc. and the Executive effective as of 16 September 2003;
2004 Option Agreement means the Option Agreement between CB Richard Ellis Group, Inc . and the Executive effective as of 22 September 2004;
Appointment has the meaning given to it in Recital (D)(b);
Appointment Termination Date means 30 September 2006;
Board means _____________
CB Richard Ellis Group, Inc – thereof which would have vested up to and including the Appointment Termination Date shall vest immediately and all other Options shall, to the extent not then vested, be cancelled by CB Richard Ellis Group, Inc . without consideration.
5.
BONUS
5.1
The Employment Agreement is varied as follows.
5.1.1
The Executive shall be entitled to participate in the Executive Bonus Plan of _____________
CB Richard Ellis Group, Inc – it is hereby agreed and acknowledged that during the Appointment the Executive shall be a Consultant as defined in Section 2(j)(ii) of the 2004 Stock Incentive Plan of CB Richard Ellis Group, Inc .
9.2.4
By accepting the Appointment, the Executive hereby confirms that he is able to allocate sufficient time to the Appointment up to the maximum stated in Clause _____________
dt 1434747
;
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Jones Day
As referenced in this Agreement:
Jones Day, – as to the terms and effect of this Agreement and in particular as to its effect on his ability to pursue claims before an Employment Tribunal from Patrick Burgess of Jones Day, 21 Tudor Street, London, EC4Y 0DJ;
14.3.2
Patrick Burgess is covered by a contract of insurance, or an indemnity
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
provided for _____________
JONES DAY – filed with the appropriate bodies.
Yours faithfully
ALAN CHARLES FROGGATT
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
SCHEDULE 3
Advisers Letter
Please see attached.
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
ON JONES DAY HEADED PAPER
TO:
MORRISON & FOERSTER MNP
23 January 2005
Dear Sirs
I refer to the agreement made between my client, Alan Charles Froggatt (Mr Froggatt) and your client, Insignia _____________
dt 1028062
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Agreement
Agreement (62K)
Doc #412398: Click preview link for longer preview.
DATED October 21, 2004
EQUANT PROTON HOLDINGS LIMITED
EQUANT N.V.
EQUANT INC.
and
REUTERS LIMITED
AGREEMENT
for the acquisition of Equant Proton Holdings Limited?s interest in the issued share capital of Radianz Limited and Equant N.V.?s and Equant Inc.?s interests in the preference shares in Radianz Americas Inc.
CLEARY, GOTTLIEB, STEEN & HAMILTON
City Place House, 55 Basinghall Street, London EC2V 5EH SJ/CIJ
THIS AGREEMENT is made on October , 2004
BETWEEN:-
. . .
412398
|
BT Group
As referenced in this Agreement:
BT Group plc; – the Act against Restraints of Competition of the Federal Republic of Germany;
B OrdinaryShares
all of the B ordinary shares of 1 each in the capital of the Company;
BT
BT Group plc;
BT Maximum Consideration
the Consideration divided by 49 multiplied by 100;
Business Day
any day (excluding a Saturday or Sunday) when commercial banks are open for business in London;
_____________
dt 1327202
;
Equant
As referenced in this Agreement:
EQUANT N.V. –
Prepared and filed by St Ives Burrups
EX-4 40 b779823ex4-8.htm
Exhibit 4.8
DATED October 21, 2004
EQUANT PROTON HOLDINGS LIMITED
EQUANT N.V.
EQUANT INC.
and
REUTERS LIMITED
AGREEMENT
for the acquisition of Equant Proton Holdings Limiteds interest in the
issued share capital of Radianz Limited and Equant N.V.s and _____________
Equant N.V., – Kingdom and incorporated under the laws of the Cayman Islands whose registered office is at Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (the Equant Proton);
(2)
Equant N.V., a company incorporated under the laws of The Netherlands with registered number 33 26 7383, whose registered office is at Heathrowstraat 10, 1043 CH Amsterdam, The Netherlands (Equant);
(3)
_____________
Equant N.V. – in so far as they relate to the Vendors), the Purchaser shall by electronic transfer for same day value, pay the sum of US$110 million into the account of Equant N.V. with JP MorganChase, London, swift code CHASGB2L, account number 22.88.48.01.
11
8.
VENDORS WARRANTIES
Warranties
8.1
The Vendors warrant to the Purchaser that each of the _____________
Equant N.V. – are permitted, email and telexes are not. Such notices or other communications shall be sent:
in the case of any notices or other communications to any of the Vendors to:
Equant N.V.
c/o Equant Inc.
2355 Dulles Corner Boulevard
Herndon, Virginia 20171
U.S.A.
Attn: General Counsel
Facsimile: +1 571 643 7680
in the case of any notices or _____________
Equant N.V. – transfer.
28
Signed by
/s/ Daniel Caclin
Daniel Caclin
for and on behalf of
Equant Proton Holdings Limited
Signed by
/s/ Daniel Caclin
Daniel Caclin
for and on behalf of
Equant N.V.
Signed by
/s/ Daniel Caclin
Daniel Caclin
for and on behalf of
Equant Inc.
Signed by
/s/ Jared Millar
Jared Millar
for and on behalf of
Reuters Limited
Signed _____________
dt 1432874
;
Reuters Group
As referenced in this Agreement:
Reuters Group PLC – 1 each in the capital of the US Company held by or on behalf of the Equant Group;
Purchasers Warranties
the warranties set out in Schedule 2;
Reuters Group
together Reuters Group PLC and its subsidiaries;
Services Variation Agreement
the agreement between Equant Network Services International Limited and the Company to be entered into on the date hereof in the agreed form relating _____________
dt 1521729
;
|
Barclays Bank
As referenced in this Agreement:
Barclays Bank plc, – of any sum payable under this Agreement such sum shall bear interest at the rate of 2 per cent. per annum over the base rate from time to time of Barclays Bank plc, calculated on a daily basis for the period from the due date up to and including the date of actual payment (after as well as before judgment).
24.
PAYMENTS
_____________
dt 1402511
;
Cleary Gottlieb
As referenced in this Agreement:
CLEARY, GOTTLIEB – Proton Holdings Limiteds interest in the
issued share capital of Radianz Limited and Equant N.V.s and Equant Inc.s
interests in the preference shares in Radianz Americas Inc.
CLEARY, GOTTLIEB , STEEN & HAMILTON
City Place House,
55 Basinghall Street,
London EC2V 5EH
SJ/CIJ
THIS AGREEMENT is made on October , 2004
BETWEEN:-
(1)
Equant Proton Holdings Limited, a company _____________
Cleary, Gottlieb – the date hereof in the agreed form in relation to termination of, and certain waivers under, various service agreements;
US$ or $
United States Dollars;
VAT
value added tax;
Vendors Solicitors
Cleary, Gottlieb , Steen and Hamilton at City Place House, 55 Basinghall Street, London EC2V 5EH; and
Warranties
the warranties set out in Schedule 1.
1.2
References in this Agreement to _____________
dt 1401687
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Agreement
Agreement (190K)
Doc #414896: Click preview link for longer preview.
DATED THE 1ST DAY OF NOVEMBER 2004
----------------------------------
LI YIZHENG
REN QI
WANG SHIXIN
(VENDORS)
and
HARTCOURT CAPITAL, INC.
(PURCHASER)
--------------------------------------------------------------------------
AGREEMENT
FOR . . .
414896
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Hartcourt Cos.
As referenced in this Agreement:
Hartcourt Companies, Inc – documents
relating thereto) and any other
protected rights and assets, and any
licences and permissions in connection
therewith;
"ISSUE PRICE" US$0.10 per Consideration Share;
4
{PAGE}
"ISSUER" The Hartcourt Companies, Inc ., a company
incorporated under the laws of the state
of Utah in the United States and whose
shares are listed on the OTCBB;
"ISSUER SHARES" shares of US$0. _____________
dt 1401396
;
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Preston Gates
As referenced in this Agreement:
Preston Gates – States;
"PRC" the People's Republic of China, which
for the purpose of this Agreement,
excludes Hong Kong;
"PROPERTIES" collectively the Leased Properties and
the Owned Properties;
"PURCHASER'S SOLICITORS" Preston Gates & Ellis;
"RMB" Renminbi, the lawful currency of the
PRC;
"RESTRICTED TRADING PERIOD" the period of three years from the
Completion Date and "FIRST RESTRICTED
YEAR" is the period commencing _____________
dt 1354721
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Agreement
Agreement (28K)
Doc #420803: Click preview link for longer preview.
AGREEMENT
This Employment Agreement is made as of the 13th day of January, 2005 by
and between Occidental Petroleum Corporation, a Delaware Corporation
(hereinafter referred to as "Employer", and Stephen I. Chazen (hereinafter
referred to as "Employee").
WITNESSETH
WHEREAS, Employee, since May 1, 1994, has served as an officer of Company,
most recently pursuant to an agreement between Employee and Company dated
November 17, 2000 (the "Prior Agreement"), and is . . .
420803
| | Stephen I. Chazen
|
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Deferred Stock Program [Amendment No. 1]
Deferred Stock Program [Amendment No. 1] (20K)
Doc #420810: Click preview link for longer preview.
AMENDMENT NUMBER 1 TO THE OCCIDENTAL PETROLEUM CORPORATION DEFERRED STOCK PROGRAM
WHEREAS, Occidental Petroleum Corporation (the "Company") maintains the Occidental Petroleum Corporation Deferred Stock Program (the "DSP"), the purpose of which is to provide a tax-deferred opportunity for key management and highly compensated employees of the Company and its affiliates to accumulate additional retirement income through deferrals of equity-based compensation;
WHEREAS, the American Jobs Creation Act of 2004 added a new Section 409A to the Internal Revenue Code establishing new rules regarding the taxation of nonqualified deferred compensation plans, effective for amounts deferred after December 31, 2004 (the "New Law");
WHEREAS, under the New Law, amounts deferred on and after January 1, 2005 under the DSP would be immediately taxable to participants because of certain provisions of the DSP that are not compliant with the New Law;
WHEREAS, the Board of Directors of the Company (the "Board") adopted, effective January 1, 2005, the Occidental Petroleum Corporation 2005 Deferred Stock Program (the "2005 DSP") to continue to provide a tax-deferred opportunity for key management and highly compensated employees of the Company and its affiliates to accumulate additional retirement income through deferrals of equity-based compensation in compliance with the New Law;
WHEREAS, recent guidance issued by the Internal Revenue Service specifies that the deferral of any portion of an award under the DSP that becomes vested after December 31, 2004 will be treated as amounts deferred after December 31, 2004 for purposes of the New Law;
WHEREAS, it is therefore desirable to (1) amend the DSP to cease further voluntary deferral elections thereunder after 2004 and (2) to redirect the deferral of certain unvested or partially unvested awards to the 2005 DSP; and
WHEREAS, it is also desirable to amend the DSP to update its claims procedures.
NOW, THEREFORE, effective as of December 31, 2004, except as otherwise provided, the DSP is hereby amended as follows: {PAGE}
ARTICLE III
OPTION GAIN DEFERRALS
1. Article III is amended by adding a new Section 3.3 to the end thereof to read as follows:
"3.3 Cessation of Option Gain Deferrals. Notwithstanding anything contained herein to the contrary, after December 31, 2004, no Qualifying Option may be exercised pursuant to an Alternative Exercise Election, and no Eligible Person may make an Alternative Exercise Election. Any Alternative Exercise Election made under Article III of this Program prior to December 31, 2004 shall terminate on December 31, 2004, and the related Qualifying Option may be exercised for actual Shares in accordance with the terms of the Qualifying Option."
ARTICLE IV
DEFERRAL OF OTHER STOCK AWARDS
2. Article IV is amended by adding a new Section 4.3 to the end thereof to read as follows:
"4.3 Cessation of Deferrals.
(a) Voluntary Deferrals. Notwithstanding anything contained herein to the contrary, no new elections to defer Shares may be made under Section 4.1 after December 31, 2004. Any election to forego the delivery of Shares made pursuant to Section 4.1 before January 1, 2005 shall terminate as of December 31, 2004, and thereafter shall have no force or effect; provided, however, that any election to forgo delivery of Shares upon the vesting of a Qualifying Performance Stock Award for the performance period ending December 31, 2004 shall remain in effect and the share units corresponding to such deferred Shares shall be (1) credited under the Occidental Petroleum Corporation 2005 Deferred Stock Program (the "2005 DSP") in accordance with its terms or (2) , if the Participant elects, paid to the Participant in cash in 2005.
(b) Mandatory Deferrals. Notwithstanding anything contained herein to the contrary, share units that become vested under a Qualifying Restricted Share Unit Award after December 31, 2004 shall not be credited under Section 5.1(b) of this Program. Any such share units shall instead be credited under the 2005 DSP in accordance with its terms. The Qualifying Restricted Share Unit Awards with unvested share units as of December 31, 2004 are listed in Appendix A hereto."
2 {PAGE}
ARTICLE VII
CLAIMS PROCEDURES
3. Effective as of January 1, 2004, Article VII is amended in its entirely to read as follows:
"7.1 Applications for Benefits. All applications for benefits under the Program shall be submitted to: Occidental Petroleum Corporation, Attention: Corporate Secretary, 10889 Wilshire Blvd., Los Angeles, CA 90024. Applications for benefits must be in writing on the forms prescribed by the Committee and must be signed by the Participant, or in the case of a
420810
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Agreement
Agreement (69K)
Doc #420980: Click preview link for longer preview.
AGREEMENT BETWEEN
PJM INTERCONNECTION, L.L.C.,
AND
VIRGINIA ELECTRIC AND POWER COMPANY
(?PJM SOUTH TRANSMISSION OWNER AGREEMENT?)
The following sheets reflect all revisions approved by FERC in orders issued through March 30, 2005 and compliance filings through April 4, 2005.
PJM Interconnection, L.L.C.
Original Sheet No. 1
Rate Schedule FERC No. 39
PJM SOUTH TRANSMISSION OWNER AGREEMENT
This SOUTH TRANSMISSION OWNER AGREEMENT dated as of the 11th day of . . .
420980
|
Dominion
As referenced in this Agreement:
Dominion Resources, Inc. – sent to Dominion Virginia Power by overnight courier, hand delivery, telecopier or other reliable electronic means to:
President Transmission
Dominion Transmission, Inc.
120 Tredegar Street
Richmond, VA 23219
General Counsel
Dominion Resources, Inc.
P.O. Box 26532
Richmond, VA 23261
Any such notice so sent shall be deemed to have been given (i) upon delivery if given by overnight couriers or hand _____________
dt 1546460
;
|
Dominion
As referenced in this Agreement:
Dominion Resources, Inc – sent to Dominion Virginia Power by overnight courier, hand delivery, telecopier or other reliable electronic means to:
President Transmission
Dominion Transmission, Inc.
120 Tredegar Street
Richmond, VA 23219
General Counsel
Dominion Resources, Inc .
P.O. Box 26532
Richmond, VA 23261
Any such notice so sent shall be deemed to have been given (i) upon delivery if given by overnight couriers or hand _____________
dt 1381779
|
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Agreement of Merger and Plan of Reorganization
Agreement of Merger and Plan of Reorganization (31K)
Doc #422528: Click preview link for longer preview.
{DOCUMENT} {TYPE}EX-10.2 {SEQUENCE}9 {FILENAME}g92645exv10w2.txt {DESCRIPTION}EX-10.2 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION {TEXT} {PAGE}
EXHIBIT 10.2
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
AMONG
MATRIA HEALTHCARE, INC., MATRIA HOLDING COMPANY, INC. AND MATRIA MERGERSUB, INC.
DECEMBER 30, 2004
{PAGE}
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION ("Agreement"), dated as of December 30, 2004, is among Matria Healthcare, Inc., a Delaware corporation (the "Company") Matria Holding Company, Inc., a Delaware corporation ("Holdco") and a direct, wholly owned subsidiary of the Company, and Matria MergerSub, Inc., a Delaware corporation ("MergerSub") and a direct, wholly owned subsidiary of Holdco.
RECITALS
A. The Company's authorized capital stock consists of (i) 25,000,000 shares of common stock, par value $.01 per share ("Company Common Stock"), of which 10,563,421 shares were issued and outstanding as of December 29, 2004 and (ii) 50,000,000 shares of preferred stock, $.01 per share, none of which is currently outstanding ("Company Preferred Stock").
B. As of the date hereof, Holdco's authorized capital stock consists of (i) 25,000,000 shares of common stock, par value $.01 per share ("Holdco Common Stock"), of which 1,000 shares are issued and outstanding and (ii) 50,000,000 shares of preferred stock, no par value, none of which is currently outstanding ("Holdco Preferred Stock").
C. The designations, rights and preferences, and the qualifications, limitations and restrictions thereof, of the Holdco Preferred Stock and the Holdco Common Stock are the same as those of the Company Preferred Stock and the Company Common Stock.
D. The Certificate of Incorporation and the By-laws of Holdco immediately after the Effective time (as hereinafter defined) will contain provisions identical to the Certificate of Incorporation and By-laws of the Company immediately before the Effective Time (other than with respect to matters excepted by Section 251(g) of the General Corporation Law of the State of Delaware (the "DGCL").
E. The directors of the Company immediately prior to the Merger (as hereinafter defined) will be the directors of Holdco as of the Effective Time.
F. Holdco and MergerSub are newly formed corporations organized for the purpose of participating in the transactions herein contemplated.
G. The Company desires to create a new holding company structure by merging MergerSub with and into the Company with the Company being the surviving corporation, and converting each outstanding share of Company Common Stock into a like number of shares of Holdco Common Stock, all in accordance with the terms of this Agreement.
{PAGE}
H. The Boards of Directors of Holdco, MergerSub and the Company have approved this Agreement and the merger of MergerSub with and into the Company upon the terms and subject to the conditions set forth in this Agreement (the "Merger").
I. For federal income tax purposes, it is intended that the Merger shall qualify as in reorganization under the provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended.
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Company, Holdco and MergerSub hereby agree as follows:
ARTICLE I THE MERGER
Section 1.1 The Merger. In accordance with Section 251(g) of the DGCL and subject to and upon the terms and conditions of this Agreement, MergerSub shall, at the Effective Time, be merged with and into the Company, the separate corporate existence of MergerSub shall cease and the Company shall continue as the surviving corporation. The Company as the surviving corporation after the Merger is hereinafter sometimes referred to as the "Surviving Corporation." At the Effective time, the effect of the Merger shall be as provided in Section 259 of the DGCL.
Section 1.2 Effective Time. The Merger shall become effective upon the filing of a copy of this Agreement with the Secretary of State of the State of Delaware, or at such other time as is specified in the Certificate of Merger (the time of such filing, or other specified time, being referred to herein as the "Effective Time").
Section 1.3 Certificate of Incorporation. From and after the Effective Time the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided by law; provided, however, that, from and after the Effective Time:
(a) Article I thereof shall be amended so as to read in its entirety as follows:
"The name of this Corporation is Matria Women's and Children's Health, Inc."
(b) Article IV shall be amended so as to read in its entirety as follows:
"Article IV
The aggregate number of shares which the Corporation shall have authority to issue shall be one thousand (1,000), consisting of one thousand (1,000) shares of Common Stock, par value $.01 per share."
2 {PAGE}
(c) Article V shall be deleted in its entirety.
(d) Article VI shall be renumbered Article V.
(e) Article VII shall be renumbered as Article VI and shall be amended so as to read in its entirety as follows:
"Article VI
In furtherance and not in limitation of the powers conferred by law, the Board of Directors is authorized to adopt, amend or repeal the Bylaws of the Corporation."
(f) Article VIII shall be renumbered Article VII.
(g) Article IX shall be renumbered as Article VIII.
(h) A new Article IX shall be added thereto which shall be and read in its entirety as follows:
"Article IX.
Any act or transaction by or involving the Corporation, other than the election or removal of directors, that requires for its adoption under the General Corporation Law of the State of Delaware or its certificate of incorporation the approval of the stockholders of the Corporation shall, by virtue of this reference to Section 251(g)(7)(i) of the General Corporation Law of the State of Delaware, require, in addition, the approval of the stockholders of Matria Healthcare, Inc., a Delaware corporation, or any successor thereto by merger, by the same vote as is required by the General Corporation Law of the State of Delaware and/or the certificate of incorporation of this Corporation."
Section 1.4 Bylaws. From and after the Effective Time, the Bylaws of MergerSub, as in effect immediately prior to the Effective time, shall thereafter continue in full force and effect as the bylaws of the Surviving Corporation until thereafter amended or repealed as provided therein.
Section 1.5 Directors. The directors of MergerSub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided in the Certificate of Incorporation and the Bylaws of the Surviving Corporation or as otherwise provided by law.
3 {PAGE}
Section 1.6 Officers. The officers of MergerSub immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation and will hold office from the Effective Time until their successors are duly elected or appointed and qualified in the manner provided in the Certificate of
422528
|
Matria
As referenced in this Agreement of Merger and Plan of Reorganization:
MATRIA HEALTHCARE, INC – 2
{SEQUENCE}9
{FILENAME}g92645exv10w2.txt
{DESCRIPTION}EX-10.2 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
{TEXT}
{PAGE}
EXHIBIT 10.2
AGREEMENT OF MERGER AND PLAN OF
REORGANIZATION
AMONG
MATRIA HEALTHCARE, INC .,
MATRIA HOLDING COMPANY, INC.
AND MATRIA MERGERSUB, INC.
DECEMBER 30, 2004
{PAGE}
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION ("Agreement"), dated
_____________
Matria Healthcare, Inc – MERGERSUB, INC.
DECEMBER 30, 2004
{PAGE}
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION ("Agreement"), dated
as of December 30, 2004, is among Matria Healthcare, Inc ., a Delaware
corporation (the "Company") Matria Holding Company, Inc., a Delaware corporation
("Holdco") and a direct, wholly owned subsidiary of the Company, and Matria
MergerSub, Inc., a Delaware corporation (" _____________
Matria Healthcare, Inc – by virtue of this reference to Section 251(g)(7)(i) of
the General Corporation Law of the State of Delaware, require, in
addition, the approval of the stockholders of Matria Healthcare, Inc ., a
Delaware corporation, or any successor thereto by merger, by the same vote
as is required by the General Corporation Law of the State of Delaware
and/or the _____________
"Matria Healthcare, Inc – the Secretary of State of the
State of Delaware and to become effective immediately after the Effective Time,
the corporate name of Holdco immediately following the Effective Time will be
"Matria Healthcare, Inc .," the same name as the corporate name of the Company
immediately prior to the Effective Time. Accordingly and pursuant to Section
251(g) of the DGCL, until thereafter surrendered _____________
"Matria Healthcare, Inc – the
extent deemed appropriate by the Company and Holdco and permitted under
applicable law.
Section 4.3 Section 253 Subsidiary Merger. In order to change the name of
Holdco to "Matria Healthcare, Inc .," as soon as practicable after the Effective
Time, Holdco will take or cause to be taken all such actions as may be necessary
or desirable to effect a merger, _____________
dt 1326971
;
|
Wells Fargo Bank
As referenced in this Agreement of Merger and Plan of Reorganization:
Wells Fargo Bank, N – Agreement, the
Company is a party to the following indentures (individually, an "Indenture"
and, collectively, the "Indentures"):
(1) Indenture (the "Indenture") dated as of July 9, 2001 between the
Company, Wells Fargo Bank, N .A., as trustee and the subsidiary guarantors
listed therein, pursuant to which the Company has heretofore issued $122
million in aggregate principal amount of 11% Notes due 2008, the (" _____________
Wells
Fargo Bank, N – in aggregate principal amount
currently remain outstanding; and
5
{PAGE}
(2) Indenture (the "Convertible Indenture") dated as of May 5, 2004
between the Company, the subsidiary guarantors listed therein, and Wells
Fargo Bank, N .A., as trustee, pursuant to which the Company has heretofore
issued $86.250 million in aggregate principal amount of 4.875% Convertible
Senior Subordinated Notes due 2024, all of _____________
dt 1432994
|
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 | 2005 |
Agreement
Agreement (3K)
Doc #423351: Click preview link for longer preview.
MICRON ENVIRO SYSTEMS, INC. 1205-789 West Pender Street Vancouver, British Columbia V7Y 1G5 Telephone: (604) 646-6903 Facsimile: (604) 689-1733
AGREEMENT
December 17, 2004
Pemberton Energy Ltd. 328,100-1039 17th Avenue S.W. Calgary, Alberta T2T 0B2
Dear Sirs:
Re: Option to earn LSD 14-28-012-15W4M Enchant, Alberta (exhibit �A�)
This Agreement shall set forth the terms and conditions relating to exhibit �A� between Pemberton Energy Ltd. (the �Optionor�) by Micron Enviro Systems, Inc. (the �Optionee�) which, when accepted by you, shall form a binding agreement between us. . . .
423351
|
Micron Enviro
As referenced in this Agreement:
MICRON ENVIRO SYSTEMS, INC –
Filed by Filing Services Canada Inc. 403 717-3898
EX-10 3 enchant.htm PARTICIPATION AGREEMENT WITH THE CUMMING COMPANY DATED OCTOBER 7, 2004
MICRON ENVIRO SYSTEMS, INC .
1205-789 West Pender Street
Vancouver, British Columbia
V7Y 1G5
Telephone: (604) 646-6903
Facsimile: (604) 689-1733
AGREEMENT
December 17, 2004
Pemberton Energy Ltd.
328,100-1039 17th _____________
Micron Enviro Systems, Inc – earn LSD 14-28-012-15W4M Enchant, Alberta (exhibit A)
This Agreement shall set forth the terms and conditions relating to exhibit A between Pemberton Energy Ltd. (the Optionor) by Micron Enviro Systems, Inc . (the Optionee) which, when accepted by you, shall form a binding agreement between us.
1.
Both the Optionor and the Optionee agree to the Authorization for Expeditures (AFE) attached _____________
Micron Enviro Systems, Inc – our agreement, kindly sign this Letter Agreement where indicated below, which will then form a binding agreement between us, subject only to the terms and conditions aforesaid.
Yours very truly,
Micron Enviro Systems, Inc .
Per: /s/ Bernard McDougall
Director
The terms of this Letter Agreement are hereby acknowledged
and accepted as of the 17th day of December, 2004.
Pemberton Energy Ltd.
Per: /s/ _____________
dt 1360731
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Agreement
Agreement (3K)
Doc #423357: Click preview link for longer preview.
MICRON ENVIRO SYSTEMS, INC. 1205-789 West Pender Street Vancouver, British Columbia V7Y 1G5 Telephone: (604) 646-6903 Facsimile: (604) 689-1733
AGREEMENT
December 17, 2004
Pemberton Energy Ltd. 328,100-1039 17th Avenue S.W. Calgary, Alberta T2T 0B2
Dear Sirs:
Re: Option to earn LSD 14-28-012-15W4M Enchant, Alberta (exhibit �A�)
This Agreement shall set forth the terms and conditions relating to exhibit �A� between Pemberton Energy Ltd. (the �Optionor�) by Micron Enviro Systems, Inc. (the �Optionee�) which, when accepted by you, shall form a binding agreement between us. . . .
423357
|
Micron Enviro
As referenced in this Agreement:
MICRON ENVIRO SYSTEMS, INC –
Filed by Filing Services Canada Inc. 403 717-3898
EX-10 3 enchant.htm
MICRON ENVIRO SYSTEMS, INC .
1205-789 West Pender Street
Vancouver, British Columbia
V7Y 1G5
Telephone: (604) 646-6903
Facsimile: (604) 689-1733
AGREEMENT
December 17, 2004
Pemberton Energy Ltd.
328,100-1039 17th _____________
Micron Enviro Systems, Inc – earn LSD 14-28-012-15W4M Enchant, Alberta (exhibit A)
This Agreement shall set forth the terms and conditions relating to exhibit A between Pemberton Energy Ltd. (the Optionor) by Micron Enviro Systems, Inc . (the Optionee) which, when accepted by you, shall form a binding agreement between us.
1.
Both the Optionor and the Optionee agree to the Authorization for Expeditures (AFE) attached _____________
Micron Enviro Systems, Inc – our agreement, kindly sign this Letter Agreement where indicated below, which will then form a binding agreement between us, subject only to the terms and conditions aforesaid.
Yours very truly,
Micron Enviro Systems, Inc .
Per: /s/ Bernard McDougall
Director
The terms of this Letter Agreement are hereby acknowledged
and accepted as of the 17th day of December, 2004.
Pemberton Energy Ltd.
Per: /s/ _____________
dt 1360734
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Agreement
Agreement (187K)
Doc #426013: Click preview link for longer preview.
CONFORMED COPY
AGREEMENT
DATED 22ND FEBRUARY, 2005
?170,000,000
CREDIT FACILITY
FOR
CENTEX DEVELOPMENT FUNDING COMPANY UK LIMITED
ARRANGED BY
THE ROYAL BANK OF SCOTLAND PLC
AND
LLOYDS TSB BANK PLC
ALLEN & OVERY ALLEN & OVERY LLP LONDON
CONTENTS
Clause
Page
1.
Interpretation
1
2.
Facility
16
3.
. . .
426013
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McGraw-Hill Companies
As referenced in this Agreement:
McGraw-Hill Companies, Inc – respect of the Borrower, that none of the events listed in Clause 20.6 (Insolvency) has occurred.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc .
S&P Rating means the most recently-announced rating of S&P assigned to any class of long-term senior, unsecured debt securities issued by the Guarantor _____________
dt 1516570
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Royal Bank
As referenced in this Agreement:
ROYAL BANK OF
SCOTLAND PLC – 1 2 d22846exv10w1.htm AGREEMENT
EXHIBIT 10.1
CONFORMED COPY
AGREEMENT
DATED 22ND FEBRUARY, 2005
170,000,000
CREDIT FACILITY
FOR
CENTEX DEVELOPMENT FUNDING COMPANY UK LIMITED
ARRANGED BY
THE ROYAL BANK OF
SCOTLAND PLC
AND
LLOYDS TSB BANK PLC
ALLEN & OVERY
ALLEN & OVERY LLP
LONDON
CONTENTS
Clause
Page
1.
Interpretation
1
2.
Facility
16
3.
Purpose
17
4.
Conditions precedent
17
_____________
ROYAL BANK OF SCOTLAND PLC – LIMITED (incorporated in England and Wales with registered number 4167358) as borrower (the Borrower);
(2)
CENTEX CORPORATION (a company incorporated in Nevada, U.S.) as guarantor (the Guarantor);
(3)
THE ROYAL BANK OF SCOTLAND PLC as book-runner (in this capacity the Book-runner);
(4)
THE ROYAL BANK OF SCOTLAND PLC and LLOYDS TSB BANK PLC as joint mandated lead arrangers (in this capacity, each _____________
ROYAL BANK OF SCOTLAND PLC – CORPORATION (a company incorporated in Nevada, U.S.) as guarantor (the Guarantor);
(3)
THE ROYAL BANK OF SCOTLAND PLC as book-runner (in this capacity the Book-runner);
(4)
THE ROYAL BANK OF SCOTLAND PLC and LLOYDS TSB BANK PLC as joint mandated lead arrangers (in this capacity, each a Joint Mandated Lead Arranger);
(5)
THE FINANCIAL INSTITUTIONS listed in the Schedule 1 (Original Parties) _____________
ROYAL BANK OF SCOTLAND PLC – arrangers (in this capacity, each a Joint Mandated Lead Arranger);
(5)
THE FINANCIAL INSTITUTIONS listed in the Schedule 1 (Original Parties) as original lenders (the Original Lenders); and
(6)
THE ROYAL BANK OF SCOTLAND PLC as facility agent (in this capacity the Facility Agent).
IT IS AGREED as follows:
1.
INTERPRETATION
1.1
Definitions
In this Agreement:
Administrative Party means the Joint Mandated Lead Arrangers _____________
ROYAL BANK OF SCOTLAND PLC
– on those matters.
This Agreement has been entered into on the date stated at the beginning of this Agreement.
68
SCHEDULE 1
ORIGINAL PARTIES
Name of Original Lender
Commitments
THE ROYAL BANK OF SCOTLAND PLC
50,000,000
LLOYDS TSB BANK PLC
50,000,000
J.P. MORGAN CHASE BANK, N.A.
35,000,000
BNP PARIBAS, LONDON BRANCH
35,000,000
Total Commitments
_____________
dt 1500150
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JPMorgan Chase
As referenced in this Agreement:
JPMorgan Chase Bank, – Unrestricted Subsidiary in respect of which the Guarantor or any Restricted Subsidiary has indebtedness, whether as a guarantor or otherwise.
Reference Banks means the Facility Agent, Lloyds TSB Bank PLC, JPMorgan Chase Bank, N.A., BNP Paribas, London Branch and any other bank or financial institution appointed as such by the Facility Agent under this Agreement.
11
Release means any spilling, leaking, _____________
dt 1405231
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NWB
As referenced in this Agreement:
National Westminster Bank plc – credit agreement dated 30th March, 2001 (as amended) between (amongst others) the Borrower and the Facility Agent; and
(b)
a 20,000,000 credit agreement dated 31st March, 2004 between National Westminster Bank plc and the Borrower.
Facility means the credit facility made available under this Agreement.
Facility Office means the office(s) notified by a Lender to the Facility Agent:
(a)
on or _____________
dt 1396651
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Agreement
Agreement (17K)
Doc #441753: Click preview link for longer preview.
STATE OF NORTH CAROLINA
AGREEMENT
COUNTY OF MECKLENBURG
THIS AGREEMENT (this �Agreement�) is entered into as of June 15, 2005 by and between LANCE, INC., a North Carolina corporation (the �Company�), and PAUL A. STROUP, III (�Stroup�).
STATEMENT OF PURPOSE
Stroup has been employed by the Company for 31 years in various positions. On November 7, 1997, the Company and Stroup entered into an Executive Severance Agreement, which has been amended by Amendments dated July 26, 2001 and October 21, 2004 (as . . .
441753
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Lance
As referenced in this Agreement:
LANCE, INC – htm EX-10.1
EXHIBIT 10.1
STATE OF NORTH CAROLINA
AGREEMENT
COUNTY OF MECKLENBURG
THIS AGREEMENT (this Agreement) is entered into as of June 15, 2005 by and between LANCE, INC ., a North Carolina corporation (the Company), and PAUL A. STROUP, III (Stroup).
STATEMENT OF PURPOSE
Stroup has been employed by the Company for 31 years in various positions. On _____________
LANCE, INC – Agreement to be signed by its duly authorized officer, and Stroup has hereunto set his hand and seal, all as of the day and year first above written.
[CORPORATE SEAL]
LANCE, INC .
By s/ Earl D. Leake
Earl D. Leake
Vice President
/s/ Paul A. Stroup, III [SEAL]
Paul A. Stroup, III
7
_____________
dt 1353160
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Agreement
Agreement (6K)
Doc #461943: Click preview link for longer preview.
AGREEMENT
THIS AGREEMENT is made between Candie's, Inc., a Delaware corporation
("Candie's" or the "Company") and Richard G. Danderline ("Danderline"), an
individual, (together, the "Parties") and is effective as of January 27, 2005.
WHEREAS, Danderline has served as the Executive Vice President, Finance
and Operations since June 2000; and
WHEREAS, Danderline has resigned from his full-time position as
Executive Vice President, Finance and Operations, as of December 31, 2004, . . .
461943
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Candie's
As referenced in this Agreement:
Candie's, – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}2
{FILENAME}ex101.txt
{DESCRIPTION}EMPLOYMENT AGREEMENT
{TEXT}
Exhibit 10.1
AGREEMENT
THIS AGREEMENT is made between Candie's, Inc., a Delaware corporation
("Candie's" or the "Company") and Richard G. Danderline ("Danderline"), an
individual, (together, the "Parties") and is effective as of January 27, 2005.
WHEREAS, Danderline _____________
"Candie's" – {DOCUMENT}
{TYPE}EX-10.1
{SEQUENCE}2
{FILENAME}ex101.txt
{DESCRIPTION}EMPLOYMENT AGREEMENT
{TEXT}
Exhibit 10.1
AGREEMENT
THIS AGREEMENT is made between Candie's, Inc., a Delaware corporation
("Candie's" or the "Company") and Richard G. Danderline ("Danderline"), an
individual, (together, the "Parties") and is effective as of January 27, 2005.
WHEREAS, Danderline has served as the Executive Vice _____________
CANDIE'S – as either Party may designate for itself and provide to the other
Party in writing. Faxes and e-mails that have indicia of confirmation of receipt
are sufficient notice hereunder.
CANDIE'S INC. RICHARD G. DANDERLINE
/s/ Neil Cole /s/ Richard G. Danderline
------------------------ --------------------------------
By: Neil Cole An Individual
Its: Chief Executive Officer
{/TEXT}
{/DOCUMENT} _____________
dt 1400453
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Agreement
Agreement (40K)
Doc #485719: Click preview link for longer preview.
[CONFORMED EMPLOYMENT AGREEMENT AS AMENDED]
THIS AGREEMENT (?AGREEMENT?), dated as of August 26, 2002, [amended by First Amendment dated March 15, 2004] is entered into between Royal Caribbean Cruises Ltd., a company organized and existing under the laws of Liberia (together with its successor and assigns, the ?COMPANY?), and Jack L. Williams (the ?EXECUTIVE?).
RECITALS
Executive is currently employed by the Company as a senior executive officer and is an integral part of its management. The Compensation . . .
485719
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Royal Caribbean Cruises L
As referenced in this Agreement:
Royal Caribbean Cruises Ltd – WILLIAMS
Exhibit 10.14
[CONFORMED EMPLOYMENT AGREEMENT AS AMENDED]
THIS AGREEMENT (AGREEMENT), dated as of August 26, 2002, [amended by First Amendment dated March 15, 2004] is entered into between Royal Caribbean Cruises Ltd ., a company organized and existing under the laws of Liberia (together with its successor and assigns, the COMPANY), and Jack L. Williams (the EXECUTIVE).
RECITALS
Executive is currently employed _____________
Royal Caribbean Cruises, Ltd – Hector & Davis LLP
200 S. Biscayne Blvd., Suite 4000
Miami, Florida 33131-2398
Attention: Michael A. Laing
Telephone (305) 577-2874
Facsimile (305) 577-7001
IF TO THE COMPANY:
Royal Caribbean Cruises, Ltd .
1050 Caribbean Way
Miami, FL 33132
Attention: Michael J. Smith
Telephone: (305) 539-6000
Facsimile: (305) 539-0562
WITH A COPY TO:
Holland & Knight, LLP
701 Brickell Avenue, _____________
ROYAL CARIBBEAN CRUISES LTD – REMAINDER OF PAGE LEFT BLANK INTENTIONALLY. SIGNATURES ON NEXT PAGE]
13
IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.
ROYAL CARIBBEAN CRUISES LTD .
By:
/S/ RICHARD D. FAIN
Its: Chairman and CEO
EXECUTIVE
/s/ JACK L. WILLIAMS
Jack L. Williams
Address: 3632 Stewart Avenue
Coconut Grove, Florida 33133
14
_____________
dt 1324545
;
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Steel Hector
As referenced in this Agreement:
Steel Hector – address as either party shall designate by like notice):
IF TO THE EXECUTIVE: To the address set forth below his signature on the signature page hereof.
WITH A COPY TO:
Steel Hector & Davis LLP
200 S. Biscayne Blvd., Suite 4000
Miami, Florida 33131-2398
Attention: Michael A. Laing
Telephone (305) 577-2874
Facsimile (305) 577-7001
IF TO THE COMPANY:
_____________
dt 1352818
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Scope of Agreement
Scope of Agreement (81K)
Doc #494296: Click preview link for longer preview.
Agreement for the Provision of Hardware
Exhibit 10.4
AGREEMENT FOR THE PROVISION OF HARDWARE, SOFTWARE,
TRAINING, SUPPORT AND MAINTENANCE AND PROJECT MANAGEMENT
SERVICES TO VODAFONE LIMITED
Between
Vodafone Limited
-and-
Sycamore Networks, Inc.
November 16, 2000
1 of 40
TABLE OF CONTENTS
CLAUSE
HEADING
1.
DEFINITIONS
4
2.
. . .
494296
|
Sycamore
As referenced in this Scope of Agreement:
Sycamore Networks, Inc – FOR THE PROVISION OF HARDWARE
Exhibit 10.4
AGREEMENT FOR THE PROVISION OF HARDWARE, SOFTWARE,
TRAINING, SUPPORT AND MAINTENANCE AND PROJECT MANAGEMENT
SERVICES TO VODAFONE LIMITED
Between
Vodafone Limited
-and-
Sycamore Networks, Inc .
November 16, 2000
1 of 40
TABLE OF CONTENTS
CLAUSE
HEADING
1.
DEFINITIONS
4
2.
COMMENCEMENT AND DURATION
8
3.
SCOPE OF AGREEMENT
8
4.
OBLIGATIONS OF THE SUPPLIER
_____________
Sycamore Networks, Inc – 2000,
between
Vodafone Limited (registered company number 01471587), whose registered office is at The Courtyard, 2 4 London Road, Newbury, Berkshire RG14 1JX. England (Vodafone) of the one part
and
Sycamore Networks, Inc ., a Delaware corporation, whose principle place of business is at 150 Apollo Drive, Chelmsford, MA 01824, USA (Supplier) of the other part.
WHEREAS:
Supplier has agreed to provide the _____________
Sycamore Networks, Inc – to the other party:
If to Vodafone:
Commercial Manager
Supply Chain Management
Vodafone Limited
The Courtyard
2 4 London Road
Newbury
Berkshire
RG14 1JX
If to the Supplier:
Legal Department
Sycamore Networks, Inc .
10 Elizabeth Drive
Chelmsford, MA 01824 USA
30.
AGENCY OR PARTNERSHIP
30.1
Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties _____________
Sycamore Networks, Inc – and governed by the laws of England.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
30 of 40
Signed for and on
behalf of:
Vodafone Limited
Signed for and on
behalf of:
Sycamore Networks, Inc .
By:
By:
Name:
Name:
Title:
Title:
Witness for and on
Behalf of
Vodafone Limited
Witness for and on
behalf of:
Sycamore Networks, Inc.
By:
By:
Name:
Name:
Title:
Title:
_____________
Sycamore Networks, Inc – Limited
Signed for and on
behalf of:
Sycamore Networks, Inc.
By:
By:
Name:
Name:
Title:
Title:
Witness for and on
Behalf of
Vodafone Limited
Witness for and on
behalf of:
Sycamore Networks, Inc .
By:
By:
Name:
Name:
Title:
Title:
31 of 40
Appendix A
PRICE
[*]
32 of 40
Appendix B
SPECIFICATION
[*]
33 of 40
Appendix C
DESIGNATED SYSTEMS
To be agreed by _____________
dt 1438221
;
|
Vodafone Group
As referenced in this Scope of Agreement:
Vodafone Group Plc – any associated transmission over any private or public network of any description whatsoever; and (iii) backup, emergency and disaster recovery use in accordance with Clause 7.
Vodafone Group Company
means Vodafone Group Plc and any company or corporation in respect of which Vodafone Group Plc owns (directly or indirectly) more than 15% of the issued share capital;
Vodafone Property
means property belonging _____________
Vodafone Group Plc – whatsoever; and (iii) backup, emergency and disaster recovery use in accordance with Clause 7.
Vodafone Group Company
means Vodafone Group Plc and any company or corporation in respect of which Vodafone Group Plc owns (directly or indirectly) more than 15% of the issued share capital;
Vodafone Property
means property belonging to Vodafone at any given time
Unless the Agreement otherwise requires the _____________
Vodafone Group plc – rented, assigned or otherwise transferred to another party without the prior written consent of Supplier, except Vodafone may assign to an entity controlling, controlled by or under common control of Vodafone Group plc to which the Equipment to which such Software Product is related is sold and provided such entity agrees to be bound by the terms hereof. Vodafone shall provide written _____________
dt 1325845
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Representations and Warranties
Representations and Warranties (37K)
Doc #184687: Click preview link for longer preview.
REPRESENTATIONS AND WARRANTIES
I.
RIO TINTO, through its representative states that:
a)
It is a commercial company organized and existing under the laws of the Mexican Republic, whose main purpose is the development, exploration, and exploitation of minerals, in accordance with the Mining Law and its Rules in effect, as provided in the public deed N It is a commercial company organized and existing under the laws of the Mexican Republic, whose main purpose is the development, exploration, exploitation and beneficiation of minerals, in accordance with the Mexican Republic Mining Law and its Rules in effect (the "Mining Law"), as provided in the public deed N 330, volume 16, granted on September 14, 1994, before Mr. Victor Anchondo Paredes, Notary Public No. 29 of Chihuahua Chih, duly registered before the Public Register of Commerce of Chihuahua, Chih, in Book 666, Entry No. 461, on September 14, 1994, and duly registered before the Public Register of Mining in N 139, page 176 front and back, volume XXXI of the Mining Companies File on December 7, 1995.
b)
It is the legal and only concessionary or applicant of the rights derived from the mining concessions described below, located in the municipalities of San Juna de Gudalupe, Durango and Vlesca Coahuila, hereinafter referred as the "MINING LOTS":
NAME
TITLE
AREA
BUENOS AIRES
220223
4443.451
c)
The MINING LOTS are legal and in force mining exploration concessions and/or applications for mining concessions in accordance with the laws of the Mexican Republic, and are clear of any lien and/or limitation of ownership and in full compliance with its obligations in accordance with the Mining Law in force, and with respect to the application for concessions same are regular and in compliance with all legal requirements to become mining concessions.
d)
RIO TINTO has not transferred, sold, pledged or promised to transfer, sell, pledge or grant any right over the rights derived from the MINING LOTS and that it has not acquired any obligation before third parties which may hinder the execution of this Agreement;
e)
There is no claim or challenge against the ownership of the MINING LOTS nor, to its knowledge there are no outstanding agreements or options to acquire or purchase the Concession Rights to the MINING LOTS or any portion thereof.
- 2 -
f)
That the conditions regarding and related to the MINING LOTS and the operations related to same are in full compliance with governing laws in environmental matters, including, but not limited to, matters related to the storage and disposal of wastes;
g)
There are no current orders or requirements existing related to environmental matters for which any restoration, work, construction, expenses with respect to the MINING LOTS and to the operations related thereto are requested, nor has RIO TINTO received any notice related to the foregoing, nor does there exist any basis on which such orders or requirements could be issued;
h)
RIO TINTO is not aware of any material fact or circumstance which has not been disclosed to MAG which should be disclosed in order to prevent the representations and warranties in this section from being misleading or which may be material to MAG's decision to enter into this Agreement and acquire an interest in the MINING LOTS;
i)
All exploration information and data, including, but not limited to, geological, geophysical and geochemical information related to the MINING LOTS with respect to which RIO TINTO has knowledge has been provided to MAG; allowing MAG, to verify that the information given is true, clear and concise, otherwise, RIO TINTO grants the right to MAG to renegotiate the terms of this AGREEMENT.
II.
LAGARTOS, through its representative states that:
a)
It is a commercial company organized and existing under the laws of the Mexican Republic, whose main purpose is the development, exploration, exploitation and beneficiation of minerals, in accordance with the Mexican Republic Mining Law and its Rules in effect (the "Mining Law"), as provided in the public deed N 10,450, volume 310, granted on September 07, 2001, before Mr. Prospero Ignacio Soto Wendlant, Notary Public N 5 of Hermosillo, Sonora, duly registered before the Public Register of Commerce of Hermosillo, Sonora in Book 1, Entry N 21166, volume 661 on November 26, 2001, and duly registered before the Public Register of Mining in N 108, page 54 front and back, volume XXXVII of the Mining Companies File on December 14, 2001.
b)
It has complete power and authority and legal and economic ability to enter into this Agreement and to carry out and perform all of its obligations and duties hereunder;
c)
The above written representations and warranties of RIO TINTO are conditions upon which LAGARTOS relied in entering into this Agreement and shall continue in effect even after the acquisition of any right in respect of the MINING LOTS by LAGARTOS hereunder; and
d)
The power of attorney by which its representative, Ing. Porfirio Padilla Lara, represents it, has not been cancelled or revoked in any manner.
III.
MAG, through its representative states that:
a)
It is a commercial company organized and existing under the laws of the province of British Columbia;
184687
|
MAG Silver
As referenced in this Representations and Warranties:
MAG SILVER CORP. – REFERRED TO AS "RIO TINTO", REPRESENTED BY ING. MARIO AYUB, AND MINERA LAGARTOS, S.A. DE C.V, HEREINAFTER REFERRED TO AS "LAGARTOS", REPRESENTED BY ING. PORFIRIO PADILLA LARA , AND MAG SILVER CORP. , HEREINAFTER REFERRED TO AS MAG, REPRESENTED BY MR. GEORGE S. YOUNG, IN ACCORDANCE WITH THE FOLLOWING REPRESENTATIONS AND CLAUSES:
REPRESENTATIONS AND WARRANTIES
I.
RIO TINTO, through its representative states _____________
MAG Silver Corp. – before the due date:
(i)
The amount of $30,000.00 (thirty thousand Dollars 00/100) within five (5) business days after the Acceptance Date;
(ii)
20,000 shares of MAG Silver Corp. on the same date as (i) above;
(iii)
The amount of $50,000.00 (fifty thousand Dollars 00/100) not later than twenty-four (12) months after the Acceptance _____________
MAG Silver Corp. – C.V.
Represented by Ing. Porfirio Cesar Augusto Padilla Lara
RIO TINTO
"Ing. Mario Ayub" .
MINERA RIO TINTO S.A. DE C.V.
Represented by Ing. Mario Ayub
MAG
___________________________________________
MAG Silver Corp.
Represented by George S. Young
- 13 -
SCHEDULE A
DEFINITION OF NET
SMELTER RETURNS OR NSR
"Net Smelter Returns" means the actual proceeds received from any mint, smelter, refinery or _____________
dt 1667483
;
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Purchase and Assumption Agreement
Purchase and Assumption Agreement (167K)
Doc #187161: Click preview link for longer preview.
PURCHASE AND ASSUMPTION AGREEMENT
between
FIRST STATE BANK HAPPY, TEXAS
and
COLONIAL TRUST COMPANY PHOENIX, ARIZONA
AND JOINED IN BY
HAPPY BANCSHARES, INC. HAPPY, TEXAS
Dated as of December 23, 2003 {PAGE}
Table of Contents
Page
ARTICLE 1 TERMS OF PURCHASE AND ASSUMPTION & Transfer of trust business....1 1.1 Sale of Corporate Trust Assets...........................1 1.2 Assumption of Liabilities................................2 1.3 Liabilities Not Assumed..................................3 1.4 Assignment and Fiduciary Substitution....................3 1.5 Situs of Administration of Fiduciary Accounts............4 1.6 Release of Fiduciary Duties..............................4 1.7 Purchase Price of Corporate Trust Assets.................4 1.8 Allocation of Purchase Price.............................4
ARTICLE 2 REAL ESTATE PROVISIONS...........................................4 2.1 Value of Real Estate.....................................4 2.2 Title Commitment.........................................4
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF First State Bank...............5 3.1 Organization and Related Matters.........................5 3.2 Authorization............................................6 3.3 No Breaches of Statutes or Contracts; Required Consents..6 3.4 Litigation and Related Matters...........................6 3.5 Consents.................................................6 3.6 Compliance with Laws and Regulations.....................6 3.7 Information for Regulatory Approvals.....................7 3.8 No Broker's or Finder's Fees.............................7 3.9 Financial Statements.....................................7
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF Colonial.......................8 4.1 Organization and Related Matters.........................8 4.2 Authorization............................................8 4.3 No Breaches of Statutes or Agreements; Required Consents.8 4.4 Fiduciary Accounts.......................................8 4.5 Litigation and Related Matters...........................9 4.6 Consents.................................................9 4.7 Contracts with Clients...................................9 4.8 Financial Statements.....................................9 4.9 Internal Controls.......................................10 4.10 Books and Records.......................................10 4.11 Accrued Fees............................................10 4.12 Prepaid Expenses........................................11 4.13 Equipment and Personal Property.........................11 4.14 Environmental Compliance................................11 4.15 Corporate Trust Receivables.............................12 4.16 Title to Corporate Trust Assets.........................12 4.17 Compliance with Laws and Regulations....................12 4.18 Information for Regulatory Approvals....................13 4.19 Taxes...................................................13 4.20 No Broker's or Finder's Fees............................13 4.21 Insurance on Corporate Trust Business...................13 4.22 Full Disclosure.........................................13
ARTICLE 5 COVENANTS OF First State Bank...................................14 5.1 Performance of Liabilities..............................14 5.2 Access to Transferred Records...........................14 5.3 Conditions to Closing...................................14 5.4 Untrue Representations..................................14 5.5 Litigation and Claims...................................14 5.6 Furnishing Information..................................14
ARTICLE 6 COVENANTS OF Colonial...........................................14 6.1 Preservation of Business................................14 6.2 Operations in Ordinary Course...........................15 6.3 Operations of the Corporate Trust Business..............15 6.4 Contracts...............................................15 6.5 Shareholders' Meeting...................................15 6.6 Conditions to Closing...................................16 6.7 Furnishing Information..................................16 6.8 Records.................................................16 6.9 Environmental Investigation; Right to Terminate Agreement............................17 6.10 Real Estate.............................................18 6.11 No Negotiation with Others..............................19
ARTICLE 7 RECIPROCAL COVENANTS............................................20 7.1 Regulatory Approvals....................................20 7.2 Conveyances.............................................20 7.3 Further Assurances......................................20 7.4 Employees...............................................20 7.5 Confidentiality.........................................22 7.6 Publicity...............................................24 7.7 Tax Reporting...........................................24 7.8 Rental of Personal Trust Space..........................24
ARTICLE 8 CONDITIONS TO OBLIGATIONS OF Colonial...........................24 8.1 Corporate Approval......................................24 8.2 Absence of Litigation...................................24 8.3 Shareholder Approvals...................................25 8.4 Conditions Performed....................................25 8.5 Representations.........................................25 8.6 Documentation...........................................25 8.7 Governmental Actions and Approvals......................25 8.8 Fairness Opinion........................................25
ARTICLE 9 CONDITIONS TO OBLIGATIONS OF First State Bank...................26 9.1 Corporate Approval......................................26 9.2 Absence of Litigation...................................26 9.3 Shareholder Approvals...................................26 9.4 Minimum Value of Corporate Trust Assets.................26 9.5 Access to Information...................................26 9.6 Consents of Third Parties...............................26 9.7 Conditions Performed....................................26 9.8 Representations.........................................26 9.9 Documentation...........................................26 9.10 Governmental Actions and Approvals......................27
ARTICLE 10 THE CLOSING.....................................................27 10.1 Time and Place of Closing...............................27 10.2 Payment Due at Closing..................................27 10.3 Closing Documents to be Delivered or Actions to be Taken by First State Bank.................27 10.4 Closing Documents to be Delivered or Actions to be Taken by Colonial.........................28 10.5 Post Closing Adjustments................................29
ARTICLE 11 TRANSFER OF OPERATIONS..........................................30 11.1 Post Closing Mail.......................................30 11.2 Taxpayer Information....................................30 11.3 Receivable Payments.....................................30
ARTICLE 12 TERMINATION.....................................................30 12.1 Events of Termination...................................30 12.2 Manner of Termination...................................31 12.3 Effect of Termination...................................32
ARTICLE 13 INDEMNIFICATION.................................................32 13.1 Indemnification by Both Parties.........................32 13.2 Indemnification by First State Bank.....................32 13.3 Indemnification by Colonial.............................33 13.4 Procedure for Indemnification...........................33
ARTICLE 14 MISCELLANEOUS...................................................35 14.1 Survival................................................35 14.2 Notices.................................................35 14.3 Taxes; Expenses.........................................36 14.4 Entire Agreement, Modifications, Waivers, Headings......36 14.5 Successors and Assigns..................................36 14.6 Counterparts............................................36 14.7 Governing Law; Jurisdiction; Venue......................37 14.8 Time is of the Essence..................................37 14.9 Attorneys' Fees.........................................37 14.10 Severability............................................37
ARTICLE 15 DEFINITIONS.....................................................37 15.1 Certain Terms Defined...................................37 Exhibits
Settlement Statement...........................................................A Assumption Agreement...........................................................B General Assignment.............................................................C Bill of Sale and Assignment....................................................D Final Settlement Statement.....................................................E Employment Agreement of John Johnson...........................................F Employment agreement of Cecil Glovier..........................................G Noncompetition Agreement of John Johnson.......................................H Noncompetition Agreement of Cecil Glovier......................................I
{PAGE}
PURCHASE AND ASSUMPTION AGREEMENT
This Purchase and Assumption Agreement ("Agreement") is effective as of the December 23, 2003, by and between COLONIAL TRUST COMPANY, an Arizona trust company ("Colonial"), and FIRST STATE BANK, a Texas banking association ("First State Bank") and joined in by Happy Bancshares, Inc., a Texas corporation (the "Company").
W I T N E S S E T H :
WHEREAS, Colonial is a nondepository trust company organized under the laws of the State of Arizona with its principal offices in Phoenix, Arizona;
WHEREAS, First State Bank is a banking association with trust powers organized under the laws of the State of Texas with its principal offices in Happy, Texas;
WHEREAS, the Company is a registered bank holding company and owns indirectly all of the outstanding common stock of First State Bank
WHEREAS, Colonial's operations include two lines of fiduciary activities, corporate trust and personal trust, and its corporate trust operations consist primarily of serving as trustee under various bond indentures for issuers of bonds, primarily churches and other non-profit organizations, as well as serving as trustee of self-directed individual retirement accounts (the "Corporate Trust Business");
WHEREAS, Colonial desires to transfer certain assets and certain liabilities related to the Corporate Trust Business to First State Bank;
WHEREAS, First State Bank desires to purchase such assets and assume such liabilities related to the Corporate Trust Business from Colonial on the terms and conditions in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Colonial and First State Bank hereby agree as follows:
ARTICLE 1......... TERMS OF PURCHASE AND ASSUMPTION & Transfer of trust business
1.1 Sale of Corporate Trust Assets. On the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in Section 10.1 of this Agreement), First State Bank shall purchase from Colonial and Colonial shall sell, convey, assign, transfer and deliver to First State Bank all of the rights, title, and interests of Colonial in and to the following assets of Colonial as a going concern, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever including without limitation the following (all of which are collectively referred to herein as the "Corporate Trust Assets"):
(a) the Accrued Fees (as defined in Section 4.11) related to the Corporate Trust Business through the Closing Date (as defined in Section 10.1 of this Agreement);
(b) with the exception of the receivables listed on schedule 1.1(b), the Corporate Trust Receivables (as defined in Section 4.15), including and all of Colonial's right, title and interest in (including collateral relating thereto, if any) receivables maintained, serviced and listed on Colonial's general ledger as receivables of Colonial arising out of the Corporate Trust Business, plus accrued but unpaid interest on the Corporate Trust Receivables through the Closing Date, and any escrow accounts and collateral related to the Corporate Trust Receivables;
(c) the real property and facilities located at 5336 North 19th Avenue, Phoenix, Arizona including the building and land, together with appurtenant parking, storage and service facilities owned or leased by Colonial (collectively, the "Real Estate");
(d) the Equipment and Personal Property, (as defined in Section 4.13) owned or used in connection with the operations of the Corporate Trust Business, including, but not limited to, computer hardware, computer software, telephones, and surveillance and security systems;
(e) all furniture and fixtures existing on the Real Estate owned by Colonial, including, but not limited to, furniture, art work, carpeting, shelving and office supplies;
(f) all Prepaid Expenses (as defined in Section 4.12) associated with the Corporate Trust Assets that are existing at Closing, such items including but not limited to prepaid rents, real estate taxes, security deposits, maintenance, service and monitoring contracts; and
(g) all rights under the Contracts (defined in Section 4.7).
Notwithstanding the foregoing, (a) the Real Estate will be transferred at the Closing to First State Bank subject to such liens, encumbrances, easements, reservations and exceptions as are set forth in the Commitment (as defined in Section 2.2 hereof) and accepted by First State Bank, as set forth in Section 2.2 hereof, and (b) the Equipment and Personal Property will be transferred at the Closing to First State Bank subject to those equipment lease agreements and other similar contracts that are reflected on Section 4.13(a). First State Bank shall succeed to all rights, title, benefits and interests in and to the assets and properties of Colonial to the extent included among the Corporate Trust Assets as of the Closing Date, and shall be entitled to receive all benefits therefrom as if First State Bank had itself originally acquired such Corporate Trust Assets.
1.2 Assumption of Liabilities. Pursuant to the terms of this Agreement, First State Bank shall assume at the close of business on the Closing Date the following liabilities (as defined in Section 10.4 hereof) (collectively the "Corporate Trust Liabilities"):
(a) The accrued expenses of Colonial relating to the Corporate Trust Assets, except for taxes described in (c) and (d) below (the "Accrued Expenses"). The Accrued Expenses as of September 30, 2003, are shown on Schedule 1.2(a) hereto (the "Schedule of Accrued Expenses"). An updated Schedule of Accrued Expenses containing information current as of the close of business no more than five (5) Business Days prior to the Closing Date shall be delivered to First State Bank by Colonial at the Closing.
(b) All liabilities and obligations with respect to the Contracts after the Closing Date; provided, however, that First State Bank specifically does not assume any liabilities or obligations under the Contracts, including, without limitation, liabilities or obligations resulting from any actions or omissions by Colonial, that occurred or existed on or prior to the Closing Date.
(c) All accrued taxes and ad valorem taxes attributable to the Real Estate, provided, such taxes shall be prorated as of the Closing Date based on a 365 day year and reflected on the Settlement Statement.
(d) All personal property and other taxes assessed in connection with the Corporate Trust Assets, provided, such taxes shall be prorated as of the Closing Date based on a 365 day year and reflected on the Settlement Statement.
(e) Liabilities under the equipment lease agreements, hardware maintenance agreement and other agreements listed on Schedule 1.2(e). An updated Schedule 1.2(e) containing information current as of the close of business no more than five (5) Business Days prior to the Closing Date shall be delivered to First State Bank by Colonial at Closing.
With the exception of the liabilities reflected on Schedule 1.2(e), all of the Corporate Trust Liabilities are expressly reflected on the Final Settlement Statement (as defined in Section 10.4 hereof).
1.3 Liabilities Not Assumed. First State Bank shall not assume or take title to the Corporate Trust Assets subject to, or in any way be liable for, any liabilities or obligations of Colonial (whether or not referred to in any Schedule or Exhibit hereto), except as specifically provided in Section 1.2, it being expressly acknowledged that it is the intention of the parties hereto that all liabilities and obligations that Colonial has or may have in the future (whether accrued, absolute, contingent, unliquidated, or otherwise, whether known to Colonial, and whether due or to become due), other than the Corporate Trust Liabilities, shall be and remain the liabilities and obligations of Colonial.
187161
|
Jenkens
As referenced in this Purchase and Assumption Agreement:
.Jenkens & Gilchrist, – J. Pat Hickman
......Facsimile: 806-669-2214
WITH A COPY TO: ......Charles E. Greef, Esq.
......Jenkens & Gilchrist, A Professional Corporation
......1445 Ross Avenue, #3200
......Dallas, TX 75202
......Facsimile: 214-855-4300
dt 37542
;
First State Bank;
| Happy Bancshares, Inc.;
Colonial Trust Co /az
|
Preview
Full Doc
 | 2004 |
PECO II Receives Three-Year Contract with Verizon Wireless
PECO II Receives Three-Year Contract with Verizon Wireless (2K)
Doc #187367: Click preview link for longer preview.
News Release
For Immediate Release
For more information, contact:
Sandra A. Frankhouse
Chief Financial Officer and Treasurer
Tel: 419-468-7600
PECO II Receives Three-Year Contract with Verizon Wireless
GALION, Ohio February 10, 2004 PECO II, Inc. (Nasdaq:PIII) a full-service provider of engineering and installation on-site services and a manufacturer of communications power systems and equipment to the communications industry, announced today that it received a three-year contract with Verizon Wireless for power plants, inverters, and associated equipment.
The contract, which lists PECO II as a preferred vendor to Verizon Wireless, is for an undisclosed amount. PECO II will provide +24VDC and 48VDC power systems, 120VAC inverters, and several variations of distribution bays to support the nationwide Verizon Wireless Network.
187367
|
PECO II
As referenced in this PECO II Receives Three-Year Contract with Verizon Wireless:
PECO II, Inc. – For more information, contact:
Sandra A. Frankhouse
Chief Financial Officer and Treasurer
Tel: 419-468-7600
PECO II Receives Three-Year Contract with Verizon Wireless
GALION, Ohio February 10, 2004 PECO II, Inc. (Nasdaq:PIII) a full-service provider of engineering and installation on-site services and a manufacturer of communications power systems and equipment to the communications industry, announced today that _____________
PECO II, Inc. – this customer with the highest quality products as well as fast, friendly, and courteous service. Our goal is to set a new standard of excellence in the communications industry.
About PECO II, Inc.
PECO II, headquartered in Galion, Ohio, provides engineering and on-site installation services and designs, manufactures and markets communications power systems and power distribution equipment. As the largest independent _____________
dt 1443357
;
| Verizon Wireless
|
Preview
Full Doc
 | 2004 |
Assignment of Inventions
Assignment of Inventions (12K)
Doc #189840: Click preview link for longer preview.
ASSIGNMENT OF INVENTIONS
THIS ASSIGNMENT OF INVENTIONS ("Assignment") is entered into on this the 4th day of February, 2004, with an effective date of April 15, 2003 ("Effective Date"), by and between Dwango North America Corp. ("Assignee"), a Nevada corporation with a principal place of business at 5847 San Felipe St., Suite 3220, Houston, Texas 77057-3000, and [Assignor name], an individual residing [Assignor address] ("Assignor").
WHEREAS Assignor was employed by and/or otherwise provided services to Over-the-Air Wireless, Inc. ("OTA") during the period from May 2002 until April 15, 2003;
WHEREAS contemporaneously herewith, Assignor has entered into an agreement with Assignee entitled "Agreement and Plan of Merger" ("Merger Agreement"), wherein, inter alia, Assignor transferred all his right, title and interest in OTA to Assignor, including, but not limited to all Intellectual Property Rights held by OTA; and,
WHEREAS in conjunction with and as a material part of the Merger Agreement, Assignor and Assignee desire to clearly establish that Assignee has acquired all Assignor's right, title and interest in all Assignor's Intellectual Property Rights arising out of or related to his employment with OTA;
NOW, THEREFORE, for and in consideration of the mutual promises contained herein, the mutual promises contained in the Merger Agreement and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignee and Assignor (hereinafter collectively "the Parties" and each a "Party") do hereby agree as follows:
1. DEFINITIONS
a. "Intellectual Property Rights" shall mean all copyrights (including, without limitation, the exclusive right to reproduce, distribute copies of, display and thereupon perform the copyrighted work and to prepare derivative works); all copyright registrations and applications; all moral rights; all author's rights; all trademark rights (including, without limitation, registrations and applications); all right, title and interest in and to any patent, letters patent, industrial model, design patent, petty patent, patent of importation, utility model, certificate of invention, and/or other indicia of inventorship and/or invention ownership, and any application for any of the foregoing, and including any such rights granted upon any reissue, division, continuation or continuation-in-part applications now or hereafter filed, related to any such application; all trade names; all mask work rights; all right, title and interest in and to all trade secret rights arising under the common law, state law, federal law or the laws of any foreign country; all algorithms; all rights in packaging, goodwill and other intellectual property rights; and all divisions, continuations, reissues, renewals and extensions thereof, regardless of whether any such rights arise under the laws of the United States or any other state, country or jurisdiction, and all derivative works thereof.
2. ASSIGNMENT
Assignor hereby unconditionally and irrevocably assigns and transfers to Assignee all of Assignor's Intellectual Property Rights arising out of or related to any work or services Assignor performed for OTA (regardless of whether Assignor was actually compensated for such services), including but not limited to all Intellectual Property Rights arising out of any research or development work Assignor performed either at the request of OTA or using any equipment,
189840
|
Dwango
As referenced in this Assignment of Inventions:
Dwango North America Corp. – INVENTIONS
THIS ASSIGNMENT OF INVENTIONS ("Assignment") is entered into on this
the 4th day of February, 2004, with an effective date of April 15, 2003
("Effective Date"), by and between Dwango North America Corp. ("Assignee"), a
Nevada corporation with a principal place of business at 5847 San Felipe St.,
Suite 3220, Houston, Texas 77057-3000, and [Assignor name], an individual
residing [Assignor address] (" _____________
DWANGO NORTH AMERICA CORP. – may be executed in two or more counterparts,
each of which shall be deemed an original and all of which
together shall constitute one instrument.
[signature page follows]
3
{PAGE}
DWANGO NORTH AMERICA CORP.
By:
----------------------------------------
Robert E. Huntley, Chairman
[Assignor]
--------------------------------------------
[Assignor]
4
{/TEXT}
{/DOCUMENT} _____________
dt 1461543
;
| Over-the-Air Wireless, Inc.
|
Preview
Full Doc
 | 2004 |
Flow Mortgage Loan Purchase, Warranties and Servicing Agreement
Flow Mortgage Loan Purchase, Warranties and Servicing Agreement (323K)
Doc #189991: Click preview link for longer preview.
Lehman Brothers Bank, FSB
Purchaser
and
GREENPOINT MORTGAGE FUNDING INC.
Seller
________________________________________________________________________________
FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of August 1, 2003
________________________________________________________________________________
Conventional Residential Adjustable and Fixed Rate Mortgage Loans
Group No. 2003-FLOW
================================================================================
{PAGE}
TABLE OF CONTENTS
Page ---- ARTICLE I
DEFINITIONS
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES; BOOKS AND RECORDS; CUSTODIAL AGREEMENT; DELIVERY OF DOCUMENTS {TABLE} {CAPTION} {S} {C} {C} Section 2.01 Conveyance of Mortgage Loans; Possession of Mortgage Files; Maintenance of Servicing Files..............................................12 Section 2.02 Books and Records; Transfers of Mortgage Loans................................12 Section 2.03 Custodial Agreement; Delivery of Documents....................................13 {/TABLE}
ARTICLE III
PURCHASE PRICE
ARTICLE IV
REPRESENTATIONS AND WARRANTIES; REMEDIES AND BREACH {TABLE} {CAPTION} {S} {C} {C} Section 4.01 Seller Representations and Warranties.........................................15 Section 4.02 Representations and Warranties Regarding Individual Mortgage Loans............17 Section 4.03 Remedies for Breach of Representations and Warranties.........................29 Section 4.04 Post Closing Due Diligence....................................................31 Section 4.05 Restrictions and Requirements Applicable in the Event that a Mortgage Loan is Acquired by a REMIC.................................32
ARTICLE V
ADMINISTRATION AND SERVICING OF MORTGAGE LOANS
Section 5.01 Seller to Act as Servicer.....................................................34 Section 5.02 Liquidation of Mortgage Loans.................................................35 Section 5.03 Collection of Mortgage Loan Payments..........................................36 Section 5.04 Establishment of and Deposits to Custodial Account............................36 Section 5.05 Permitted Withdrawals From Custodial Account..................................38 {/TABLE}
{PAGE}
{TABLE} {CAPTION} {S} {C} {C} Section 5.06 Establishment of and Deposits to Escrow Account...............................39 Section 5.07 Permitted Withdrawals From Escrow Account.....................................39 Section 5.08 Completion and Recordation of Assignment of Mortgage..........................40 Section 5.09 Payment of Taxes, Insurance and Other Charges.................................40 Section 5.10 Protection of Accounts........................................................41 Section 5.11 Maintenance of Hazard Insurance...............................................41 Section 5.12 Maintenance of Mortgage Insurance.............................................43 Section 5.13 Maintenance of Fidelity Bond and Errors and Omissions Insurance...............44 Section 5.14 Inspections...................................................................44 Section 5.15 Restoration of Mortgaged Property.............................................44 Section 5.16 Maintenance of PMI and/or LPMI Policy; Claims.................................45 Section 5.17 Title, Management and Disposition of REO Property.............................46 Section 5.18 Real Estate Owned Reports.....................................................48 Section 5.19 Liquidation Reports...........................................................48 Section 5.20 Notification of Adjustments...................................................48 Section 5.21 Reports of Foreclosures and Abandonments of Mortgaged Property.......................................................49 Section 5.22 Prepayment Charges............................................................49 Section 5.23 Credit Reporting..............................................................49 Section 5.24 Safeguarding Customer Information.............................................49
ARTICLE VI
PAYMENTS TO PURCHASER
Section 6.01 Remittances...................................................................50 Section 6.02 Statements to Purchaser.......................................................50 Section 6.03 Due Dates Other Than the First of the Month...................................51 Section 6.04 Monthly Advances by Seller....................................................51
ARTICLE VII
GENERAL SERVICING PROCEDURES
Section 7.01 Transfers of Mortgaged Property...............................................52 Section 7.02 Satisfaction of Mortgages and Release of Mortgage Files.......................52 Section 7.03 Servicing Compensation........................................................53 Section 7.04 Annual Audit Report...........................................................53 Section 7.05 Annual Officer's Certificate..................................................54 Section 7.06 Right to Examine Seller Records...............................................54 {/TABLE}
-ii-
{PAGE}
ARTICLE VIII
AGENCY TRANSFER; PASS-THROUGH TRANSFER {TABLE} {CAPTION} {S} {C} {C} Section 8.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on One or More Reconstitution Dates...................................................54 Section 8.02 Transfer of Servicing Following Reconstitution................................56 Section 8.03 Purchaser's Repurchase and Indemnification Obligations........................57 Section 8.04 Additional Indemnification by the Seller......................................58 Section 8.05 Transfer Of Servicing.........................................................58
ARTICLE IX
THE SELLER
Section 9.01 Merger or Consolidation of the Seller.........................................59 Section 9.02 Limitation on Liability of Seller and Others..................................59 Section 9.03 Limitation on Resignation and Assignment by Seller............................59 Section 9.04 Limitation on Assignment by the Seller........................................60
ARTICLE X
DEFAULT
Section 10.01 Events of Default.............................................................60 Section 10.02 Waiver of Defaults............................................................62
ARTICLE XI
TERMINATION
Section 11.01 Termination...................................................................62 Section 11.02 Termination Without Cause.....................................................62
ARTICLE XII
Miscellaneous Provisions
Section 12.01 Successor to Seller...........................................................63 Section 12.02 Amendment.....................................................................64 Section 12.03 Closing.......................................................................64 Section 12.04 Closing Documents.............................................................65 Section 12.05 Costs.........................................................................66 Section 12.06 Governing Law.................................................................67 Section 12.07 Duration of Agreement.........................................................67 {/TABLE}
-iii-
{PAGE}
{TABLE} {CAPTION} {S} {C} {C} Section 12.08 Notices.......................................................................67 Section 12.09 Severability of Provisions....................................................67 Section 12.10 Relationship of Parties.......................................................68 Section 12.11 Execution; Successors and Assigns.............................................68 Section 12.12 Recordation of Assignments of Mortgage........................................68 Section 12.13 Assignment by Purchaser.......................................................69 Section 12.14 No Personal Solicitation......................................................69 Section 12.15 Confidential Information......................................................69 Section 12.16 Appointment and Designation of Master Servicer................................71 Section 12.17 Waivers; Other Agreements.....................................................71 Section 12.18 Exhibits......................................................................71 Section 12.19 General Interpretive Principles...............................................71 {/TABLE}
EXHIBITS
EXHIBIT A-1 ACKNOWLEDGMENT AND CONVEYANCE AGREEMENT EXHIBIT A-2 MORTGAGE LOAN SCHEDULE DATA FIELDS EXHIBIT B CONTENTS OF EACH MORTGAGE FILE EXHIBIT C RESERVED EXHIBIT D-1 FORM OF CUSTODIAL ACCOUNT CERTIFICATION EXHIBIT D-2 FORM OF CUSTODIAL ACCOUNT LETTER AGREEMENT EXHIBIT E-1 FORM OF ESCROW ACCOUNT CERTIFICATION EXHIBIT E-2 FORM OF ESCROW ACCOUNT LETTER AGREEMENT EXHIBIT F-1 FORM OF MONTHLY REMITTANCE ADVICE EXHIBIT F-2 STANDARD LAYOUT FOR DEFAULTED LOAN REPORT EXHIBIT G FORM OF ASSIGNMENT AND ASSUMPTION EXHIBIT H SELLER'S OFFICER'S CERTIFICATE EXHIBIT I FORM OF OPINION OF COUNSEL TO SELLER EXHIBIT J-1 SECURITY RELEASE CERTIFICATION EXHIBIT J-2 SECURITY RELEASE CERTIFICATION
-iv- {PAGE}
This is a Flow Mortgage Loan Purchase, Warranties and Servicing Agreement for residential conventional adjustable rate first lien and fixed rate first and second lien mortgage loans, dated and effective as of August 1, 2003, and is executed between Lehman Brothers Bank, FSB, as purchaser (the "Purchaser") and Greenpoint Mortgage Funding Inc., as seller (the "Seller").
W I T N E S S E T H:
WHEREAS, the Seller has agreed to sell from time to time to the Purchaser, and the Purchaser has agreed to purchase from time to time from the Seller, certain fixed and adjustable rate residential first and second lien mortgage loans (the "Mortgage Loans") on a servicing retained basis as described herein, and which shall be delivered as whole loans on the related Closing Date, as defined below;
WHEREAS, each Mortgage Loan will be secured by a mortgage, deed of trust or other security instrument creating a first or second lien on a residential dwelling located in the jurisdiction indicated on the related Mortgage Loan Schedule; and
WHEREAS, the Purchaser and the Seller wish to prescribe the manner of the conveyance, servicing and control of the Mortgage Loans.
NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and the Seller agree as follows:
ARTICLE I
DEFINITIONS
Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have the following meanings:
Accepted Servicing Practices: With respect to any Mortgage Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans of the same type as such Mortgage Loan in the jurisdiction where the related Mortgaged Property is located.
Acknowledgment and Conveyance Agreement: The agreement, substantially in the form of Exhibit A-1 hereto, to be executed by the Seller and the Purchaser on each Closing Date.
Agency Transfer: The sale or transfer by Purchaser of some or all of the Mortgage Loans to Fannie Mae under its Cash Purchase Program or its MBS Swap Program (Special Servicing Option) or to Freddie Mac under its Freddie Mac Cash Program or Gold PC Program, retaining the Seller as "servicer thereunder".
-1-
{PAGE}
Agreement: This Flow Mortgage Loan Purchase, Warranties and Servicing Agreement and all amendments hereof and supplements hereto.
ALTA: The American Land Title Association or any successor thereto.
Ancillary Income: All income derived from the Mortgage Loans, excluding Servicing Fees and Prepayment Charges attributable to the Mortgage Loans, including but not limited to, late charges, fees received with respect to checks or bank drafts returned by the related bank for non-sufficient funds, assumption fees, optional insurance administrative fees and all other incidental fees and charges. The Seller shall retain all Ancillary Income to the extent not required to be deposited into the Custodial Account.
Appraised Value: The value set forth in an appraisal made in connection with the origination of the related Mortgage Loan as the value of the Mortgaged Property.
Approved Flood Policy Insurer: Any of the following insurers: Flood Data Services, Inc., Flood Zone, Inc., GEOTrac or Transamerica Flood Hazard Certification.
Approved Tax Service Contract Provider: Any of the following providers: First American, TransAmerica, Lereta or Fidelity.
ARM Mortgage Loan: A Mortgage Loan pursuant to which the interest rate shall be adjusted from time to time in accordance with the related Mortgage Note.
Assignment of Mortgage: An assignment of the Mortgage, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the related Mortgaged Property is located to reflect the sale of the Mortgage to the Purchaser, or in the case of a MERS Mortgage Loan, a confirmed electronic transmission to MERS, identifying a transfer of ownership of the related Mortgage to the Purchaser or its designee.
BIF: The Bank Insurance Fund, or any successor thereto.
BPO: A broker's price opinion obtained by the Purchaser.
Business Day: Any day other than (i) a Saturday or Sunday, or (ii) a day on which banking and savings and loan institutions in the State of New York are authorized or obligated by law or executive order to be closed.
Closing Date: Means a date on which the Seller shall sell and the Purchaser shall purchase Mortgage Loans under this Agreement as set forth in the related Purchase Price and Terms Agreement.
Code: The Internal Revenue Code of 1986, as it may be amended from time to time or any successor statute thereto, and applicable U.S. Department of the Treasury regulations issued pursuant thereto.
189991
|
Aurora Loan
As referenced in this Flow Mortgage Loan Purchase, Warranties and Servicing Agreement:
Aurora Loan Services Inc – entitled to all of the rights, protections,
indemnities and limitations of liability afforded to the Purchaser under this
Agreement. The Purchaser hereby appoints Aurora Loan Services Inc . as its Master
Servicer hereunder.
Section 12.17 Waivers; Other Agreements.
No term or provision of this Agreement may be waived or
_____________
dt 280484
;
McGraw-Hill Companies
As referenced in this Flow Mortgage Loan Purchase, Warranties and Servicing Agreement:
McGraw-Hill
Companies, Inc – Freddie Mac.
Rating Agency: Any of Fitch, Inc., Moody's Investors Service,
Inc. or Standard & Poor's Rating Services, A Division of The McGraw-Hill
Companies, Inc ., or their respective successors.
Reconstitution: A Pass-Through Transfer, a Whole Loan Transfer
or an Agency Transfer.
Reconstitution Agreements: The agreement or _____________
dt 311160
;
Freddie Mac
As referenced in this Flow Mortgage Loan Purchase, Warranties and Servicing Agreement:
Freddie Mac – all of the Mortgage Loans to Fannie Mae under its Cash Purchase Program or its
MBS Swap Program (Special Servicing Option) or to Freddie Mac under its Freddie
Mac Cash Program or Gold PC Program, retaining the Seller as "servicer
thereunder".
-1-
{PAGE}
Agreement: This Flow Mortgage Loan _____________
Freddie
Mac – Loans to Fannie Mae under its Cash Purchase Program or its
MBS Swap Program (Special Servicing Option) or to Freddie Mac under its Freddie
Mac Cash Program or Gold PC Program, retaining the Seller as "servicer
thereunder".
-1-
{PAGE}
Agreement: This Flow Mortgage Loan Purchase, Warranties and
Servicing _____________
Freddie Mac: – Lien: With respect to any Second Lien Mortgage Loan, the
mortgage loan relating to the corresponding Mortgaged Property having a first
priority lien.
Freddie Mac: The Federal Home Loan Mortgage Corporation, or
any successor thereto.
Gross Margin: With respect to each ARM Mortgage Loan, the
fixed percentage _____________
Freddie Mac. – duly
authorized and licensed where required by law to transact mortgage guaranty
insurance business and approved as an insurer by Fannie Mae or Freddie Mac.
Rating Agency: Any of Fitch, Inc., Moody's Investors Service,
Inc. or Standard & Poor's Rating Services, A Division of The McGraw- _____________
Freddie Mac – Whole Loan Transfer
or an Agency Transfer.
Reconstitution Agreements: The agreement or agreements entered
into by the Purchaser, the Seller, Fannie Mae or Freddie Mac or certain third
parties on the Reconstitution Date(s) with respect to any or all of the Mortgage
Loans serviced hereunder, in connection _____________
dt 230314
;
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Lehman Brothers
As referenced in this Flow Mortgage Loan Purchase, Warranties and Servicing Agreement:
Lehman Brothers Bank, – {DOCUMENT}
{TYPE}EX-99
{SEQUENCE}16
{FILENAME}ex99-12.txt
{DESCRIPTION}EXHIBIT 99.12
{TEXT}
{PAGE}
Execution
================================================================================
Lehman Brothers Bank, FSB
Purchaser
and
GREENPOINT MORTGAGE FUNDING INC.
Seller
________________________________________________________________________________
FLOW MORTGAGE LOAN PURCHASE, WARRANTIES AND SERVICING AGREEMENT
Dated as of August 1, _____________
Lehman Brothers Bank, – first lien and
fixed rate first and second lien mortgage loans, dated and effective as of
August 1, 2003, and is executed between Lehman Brothers Bank, FSB, as purchaser
(the "Purchaser") and Greenpoint Mortgage Funding Inc., as seller (the
"Seller").
W I T N E S S E _____________
Lehman Brothers Bank, – forth the general terms,
conditions and portfolio characteristics for each Mortgage Loan Package to be
purchased hereunder as of any Closing Date.
Purchaser: Lehman Brothers Bank, FSB or its successor in
interest or any successor to the Purchaser under this Agreement as herein
provided.
Qualified Appraiser: An appraiser _____________
Lehman Brothers Bank, – maintain one or more Custodial
Accounts, in the form of time deposit or demand accounts, titled "Greenpoint
Mortgage Funding Inc. in trust for Lehman Brothers Bank, purchaser of
Conventional Residential Adjustable and Fixed Rate Mortgage Loans, Group No.
2003-FLOW". The Custodial Account shall be established with a _____________
Lehman
Brothers Bank, – maintain one or more Escrow Accounts, in the form of time deposit or demand
accounts, titled, "Greenpoint Mortgage Funding Inc., in trust for Lehman
Brothers Bank, FSB, purchaser of Conventional Residential Adjustable and Fixed
Rate Mortgage Loans, Group No. 2003-FLOW, and various Mortgagors". The Escrow
Accounts shall _____________
dt 112846
;
GreenPoint Mortgage Funding Inc.;
Sturctured Asset Securities Corp Mort Pass Thru Ser 2004-
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