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sales-agreements
exhibit 10. 26 on february 15, 2007, the compensation committee of the board of directors of interactive intelligence, inc. ( the โ€œ company โ€ ) took the following actions : ยท approved 2007 executive officer compensation ยท approved amendments to certain stock option agreements ยท approved revised board of director compensation on june 8, 2007, the compensation committee of the board of directors of the company took the following actions : ยท approved the form of non - employee director stock option agreement under 2006 equity incentive plan ยท approved the form of non - employee director change of control agreement 2007 executive officer compensation the compensation committee of the board of directors of the company approved compensation arrangements, for the period beginning january 1, 2007, for the company โ€™ s executive officers. the compensation committee also approved stock option arrangements beginning january 1, 2007, for each of the company โ€™ s executive officers. certain of these executive officers are classified as named executive officers, as defined in item 402 ( a ) ( 3 ) of regulation s - k of the exchange act. the company โ€™ s named executive officers are : name name title / position title / position donald e. brown, m. d. chairman of the board of directors, president and chief executive officer ( principal executive officer ) stephen r. head chief financial officer, vice president of finance and administration, secretary and treasurer ( principal financial officer and principal accounting officer ) gary r. blough executive vice president of worldwide sales jeremiah j. fleming vice president of business development joseph a. staples senior vice president of worldwide marketing mr. fleming voluntarily resigned effective march 6, 2007. the information regarding the annual base salaries and performance bonuses and stock options for the company โ€™ s named executive officers, appearing in the company โ€™ s current report on form 8 - k filed february 22, 2007, is incorporated herein by reference. the compensation committee also approved annual base salaries, performance bonuses and stock options for 2007 for pamela j. hynes and melinda w. marshall, current executive officers who are not designated as named executive officers. amendments to stock option agreements โ€“ officers the board of directors and the compensation committee also adopted a form of each of an incentive stock option agreement and a nonqualified stock option agreement to be used for grants of incentive stock options and nonqualified stock options, respectively, under the 2006 equity incentive plan. the information required by this item appearing in the company โ€™ s current report on form 8 - k filed february 22, 2007 is incorporated herein by reference. the copy of the form
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exhibit 10. 6 travelzoo inc. 590 madison avenue, 21st floor new york, ny 10022 fax number for insertion orders ( 650 ) # # # - # # # - # # # # revision insertion order insertion order # : 11607. a date : 1 / 28 / 2005 advertiser : travelocity. com lp contact information : emma coker click here, inc. 8750 n. central expressway suite 1200 dallas, tx # # # - # # # - # # # # phone : ( 214 ) # # # - # # # - # # # # fax : ( 214 ) # # # - # # # - # # # # * * * @ * * * bill to : click here, inc. emma coker 8750 n. central expressway suite 1200 dallas, tx # # # - # # # - # # # # sales contact : susan barrett phone : ( 212 ) # # # - # # # - # # # # * * * @ * * * producer : mandy gresh phone : ( 212 ) # # # - # # # - # # # # * * * @ * * * advertising program flight dates : 1 / 1 / 2005 โ€” 12 / 31 / 2005 placements : fee : * clicks supersearch website $ * total net investment $ * notes : supersearch is a cost - per - click agreement. click volume is driven by consumer usage, may not be delivered evenly over the contract period, and may be delivered in full prior to the end of the contract period. in the event of early delivery, advertiser must purchase additional volume to continue advertising. unless stated otherwise on this insertion order, advertiser acknowledges that delivery statistics provided by travelzoo are the official, definitive measurements of delivery and payment obligations for this insertion order. orders are invoiced on the first day of the campaign. standard terms : net 30 days ( with approved credit ). travelocity io addendum and sequential liability agreement for 2005 signed by both parties shall supersede travelzoo standard terms and conditions. cancellation : a minimum monthly advertising fee of $ * is non - cancellable ; any monthly portion of clicks above this level can be cancelled by advertiser upon 90 - days written notice. see terms & conditions for how this notice must be delivered. travelzoo inc., 590 madison avenue, 21st floor, new york, ny 10022 fax number
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exhibit 10. 19 august 13, 2009 letter of intent xstream systems collaboration agreement for swisslog this letter of intent confirms the intended relationship between xstream systems, inc. ( xsi ) and swisslog ( swl ). both xsi and swl agree to finalize the details of the intended collaboration agreement and attachments on or before september 30, 2009 to be effective. the conditions of the agreement are to be kept strictly confidential between xsi and swl. proposed details of the relationship are listed below. 1. swl shall schedule a conference room project planning meeting with xsi for september 09. 2. parties will execute a collaboration agreement detailing each area of responsibility. 3. collaboration will include mechanical engineering by swl and edxrd by xsi. 4. the purchase price for the xsi technology will be our cost plus premium for exclusivity. 5. xsi will execute a sub - license agreement and distribution agreement with swl. 6. swl shall have the opportunity to learn, train, examine, inspect, operate evaluate and approve the equipment during the project planning meeting held in sebastian florida. this letter of intent sets forth certain non - binding understandings between xstream systems, inc and swisslog. it reflects and summarizes our understanding of discussions to date and does not constitute a complete statement of or a legally binding agreement with respect to such services nor does it impose on either party an enforceable obligation to negotiate towards an agreement. i sincerely appreciate the opportunity to extend this offer, and look forward to our continuing relationship. best regards patricia a. earl, v. p. business development please sign and date this letter of intent to confirm our mutual understandings and return a signed copy to me. agreed to and accepted : xstream systems, inc. swisslog / s / patricia a. earl signature / s / flavio estes signature v. p. business development title operations director title 8 / 25 / 09 date 24 / 08 / 2009 date corporate headquarters : 10305 102nd terrace suite 101 sebastian, fl 32958 toll free : 1 # # # - # # # - # # # # www. xstreamsystems. net exhibit 10. 19 august 13, 2009 letter of intent xstream systems collaboration agreement for swisslog this letter of intent confirms the intended relationship between xstream systems, inc. ( xsi ) and swisslog ( swl ). both xsi and swl agree to finalize the details
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exhibit 10. 1 equity transfer agreement of tianjin zhonghe auto sales and service co., ltd. 100 % stock rights between tianjin binhai shisheng trading group co., ltd. and wuxi huitong automobile sales and service co., ltd. 2016 tianjin china 1 equity transfer agreement the equity transfer agreement is signed in tianjin on jun 1st, 2016 by and between the two parties : party a : tianjin binhai shisheng trading group co., ltd., the equity transferor, with business registration no. 120000000000542, registered address of 11 - 102 room, no. 9 of tengfei road, tianjin development area, tianjin, china and official company representative of cheng weihong. party b : wuxi huitong automobile sales and service co., ltd., the equity transferee, with business registration no. 320200000116704, registered address of west of xinyang road, north of xixian road, east of xiexin creek and south of jincheng road, tianjin, china and official company representative of wu xiangyang. 1 1 1 1 herein : 1. tianjin zhonghe automobile sales and service co., ltd. ( hereinafter referred to as โ€œ target company โ€ ) is a limited liability company that was registered in accordance with the laws of people's republic of china on september 19th, 2010 in airport economic zone of tianjin, china. the company โ€™ s registration no. is 120192000068407, registered address is no. 8 of huanhexi road, airport economic zone of tianjin, and official company representative is cheng weihong. the target company โ€™ s business scope includes : sales of motor vehicles ( excluding small passenger cars ), automobile exhibition service ; warehousing services, network information consulting service, international trade and related consulting services, exhibition hall rental, automobile accessories service, office supplies and daily general merchandise sales, international freight forwarding services ( sea, land and air ), property insurance, short - term health insurance and accidental injury insurance, liability insurance, car agency related service, and advertising business. 2. target company is the property holder of airport international auto mall, which is located at no. 8 of huanhexi road, airport economic zone of tianjin, china. 3. hezhong ( tianjin ) international development co., ltd. is the original owner of the target company, with whom
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exhibit 10. 1 special report this report is published by misonix, inc. ( โ€œ misonix โ€ or the โ€œ company โ€ ) to provide the investor with a general review of the company โ€™ s technology and growth prospects for various products. this report supplements some of the information that is available in the company โ€™ s form 10 - k and related documents. except for historical information contained herein, the matters discussed in this report contain forward - looking statements. the accuracy of these statements is subject to significant risks and uncertainties. actual results could differ materially from those contained in the forward - looking statements. december 1, 2010 technology and growth status report misonix develops, manufactures and markets ultrasonic medical devices for special surgery and laboratory equipment. the company โ€™ s medical systems are used for spine surgery, neurosurgery, general surgery, maxillofacial surgery, cosmetic surgery and surgical wound debridement. the company was founded in 1959 and has executive offices and production facilities in farmingdale, n. y. symbol : mson โ€” price : $ 2. 30 52 - week price range : $ 1. 61 - $ 3. 84 shares outstanding : 7, 000, 000 market capitalization : $ 16. 1 million shares held by insiders : approx. 21 % * % held by institutions : 10. 1 % daily trading vol. ( avg ) : 7, 000 sh cash / share ( 9 / 31 / 10 ) $ 1. 35 book val. / share ( 9 / 31 / 10 ) $ 2. 45 fy fy 1q 1q fy ends 6 / 30 2009 2010 ( 9 / 09 ) ( 9 / 10 ) โ€ข device sales ( 000 ) $ 9, 688 $ 10, 737 $ 2, 003 $ 2, 692 โ€ข lab / other ( 000 ) 3, 025 2, 634 $ 628 $ 566 total sales $ 12, 713 $ 13, 371 $ 2, 631 $ 3, 258 gross profit ( 000 ) $ 5, 218 6, 526 1, 009 1, 637 gross margin : 41. 0 % 48. 8 % 38. 4 % 50. 3 % net income ( 000 ) * * : $ ( 1, 573 ) $ ( 2, 191 ) $ ( 1, 247 ) $ ( 843 ) eps * * $ ( 0. 22 ) $ ( 0. 31 ) $ ( 0
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for immediate release for immediate release press contacts : press contacts : rick szatkowski david a. kaminer neomedia technologies, inc. the kaminer group + 1 # # # - # # # - # # # # + 1 # # # - # # # - # # # # * * * @ * * * * * * @ * * * prentice hall to use neomedia โ€™ s qode to link to sales force via cell phones ; neomedia completes $ 2. 5 million funding agreement with cornell capital fort myers, fla., jan. 8, 2007 - neomedia technologies, inc. ( otc bb neom ), announced today that its patented qodeยฎ technology, which links users via cell phones to the mobile internet, will be used by prentice hall, a worldwide leader in text book publishing, to help communicate with its sales force. prentice hall is currently introducing qode to its sales force at a national sales meeting in phoenix. eric frank, director of marketing, business publishing for pearson prentice hall said qode will be an โ€œ integral component โ€ of the seven - day meeting at the j. w. marriott. prentice hall, he said, will use qode as an โ€œ ice - breaker โ€ from the beginning of the meeting, and will have its sales staff enter daily contests through active personal interaction, all powered - by qode. when the national sales meeting is over, he said, the prentice hall sales staff will take qode with them, on their cell phones, as they work. initially, they will use qode to receive sales tips and โ€œ talking points โ€ on some 40 titles. โ€œ our team is very excited about using qode in our internal and external marketing efforts, โ€ mr. frank said, noting that sales staff โ€œ will also be enabled to demonstrate the interactive features of the โ€œ marketing : real people, real choices 5 / e, โ€ text book the fifth edition of the popular marketing text, โ€ marketing : real people, real choices 5 / e โ€ will be in distribution in january. the text, used annually by thousands of college students and hundreds of professors and instructors worldwide, includes a detailed description of neomedia โ€™ s launch of qode, including interviews with top executives. prentice hall also made a video about the qode launch, which was filmed at neomedia โ€™ s fort myers headquarters. dr. michael r. solomon, visiting professor of marketing, st. joseph's university, greg w.
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exhibit 10. 22 retirement and release agreement i, david m. theno, whose address is 4503 sun valley road, del mar, ca 92014 understand that my retirement from jack in the box will be effective on september 28, 2008. this retirement and release agreement ( agreement ) is entered into in connection with my retirement. jack in the box offer. from september 29, 2008 to december 31, 2008, i will be available to consult with the company as reasonably required. in exchange, jack in the box has offered to pay me a final payment of $ 88, 875. 00 ( less required payroll deductions ). in order to receive this offer, the requirements to accept offer described below must be fulfilled. if the requirements to accept offer are not fulfilled, the jack in the box offer automatically terminates. the lump sum final payment is in addition to wages due to me for work performed on or before september 30, 2008 and will be paid to me as consideration for my settlement, release and discharge of any and all known claims as described below. waiting period and revocation. i received this agreement on august 7, 2008 and have been given a twenty - one ( 21 ) day waiting period to consider whether to sign it. i understand that even if i sign and return this agreement, i can still revoke this agreement within seven ( 7 ) days after it is returned to jack in the box ( revocation period ) and this agreement will not become effective or enforceable until the revocation period has expired. requirements to accept offer. in order to accept the jack in the box offer i must : ( a ) sign this agreement and return it to jack in the box by either : ( i ) hand - delivering the agreement to robin jones, director, human resources, 9330 balboa avenue, san diego, ca 92123 not later than close of business on august 28, 2008 ; or ( ii ) mailing the agreement, in which case the envelope must be postmarked not later than august 28, 2008 and must be received within a reasonable time thereafter ; or ( iii ) sending the agreement by overnight service such as federal express, in which case it must be actually received not later than august 28, 2008. mail and overnight service must be addressed to : robin jones director of human resources 9330 balboa ave. san diego, ca 92123 ( b ) not revoke this agreement during the seven ( 7 ) day revocation period
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exhibit 10. 2 hallmark channel advertising sales revised 2007 commission proposal january 2, 2007 2007 advertising sales commission plan ยท objective : objective : ยท develop a compensation plan based on individual, account by account spending targets by quarter. include a strategic initiative component that rewards creative selling and aggressive deal - making in the scatter marketplace. ยท 3 components : 3 components : ยท quarterly commission to create daily incentive ยท quarterly performance bonus pool awarded for outstanding accomplishments ยท year - end corporate bonus ยท rationale : rationale : ยท drive revenue and focus by heightening individual accountability and responsibility. award strategic thinking in the sales process. 2007 sales commission plan benefits ยท provide additional motivation for sales team on a quarter - to - quarter basis ยท encourage split communication and cooperation ยท more thorough client coverage will help establish channel โ€™ s value ยท ensure focus in order to meet targets ยท ultimately, will drive sales revenue higher 2007 ad sales annual commission plan ยท year - end commission is paid as corporate goals is achieved : [ $ of ad revenue ] [ % of annual base salary ] * * 2. 5 % * * * * * * * * * * * * * * * * * * * * * at corporate goal 15 % * [ $ of ad revenue ] [ % of annual base salary ] [ $ of ad revenue ] [ $ of ad revenue ] [ % of annual base salary ] [ % of annual base salary ] * * 2. 5 % * * * * * 2. 5 2. 5 % * % * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * at corporate goal 15 % * at corporate goal at corporate goal 15 15 % * % * * percentage applicable to william abbott. * * redacted, and omitted portion filed with the commission. 2
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exhibit 10. 13 sales contract purchaser ( party a ) : shandong zhidali industrial co., ltd. contract signed location : beijing supplier ( party b ) : beijing xinlianyu technology co., ltd. contract signed date : 10 / 20 / 2010 ( collectively, the โ€œ parties โ€ ) upon negotiation, the parties have agreed to the following terms : model description unit price amount total price v9 - m12f - 40 tbmb tuner 19. 0000 100 1, 960. 00 hd2812 tdmb demod lqfp100 24. 2100 900 21, 789. 00 m3330e decoder lqfp128 13. 0000 900 11, 700. 00 ic42516100f - 7tl sdram 8mb \ tsop54 6. 5075 110 715. 83 ic42511500d - 7tl sdram 2mb \ tsop50 3. 2538 110 357. 91 25l1306e serial 2flash - 2mb \ 5mt 5. 2050 110 572. 66 mc4558 sound amplifier \ sop8 0. 3337 110 36. 71 pll500 - 17tc - r ic - pll500 \ sot23 - 6 \ phasei. ink 1. 9440 110 213. 84 sgm119 lc - sgm9119 0. 7344 110 80. 78 ax1117 - 1. 8 ld0 \ 1. 8v \ t0252 0. 3337 110 36. 71 ax1117 - adj ld0 \ adj \ t0252 0. 4895 110 53. 84 head - av6 \ red white yellow double line \ yellow at left side 1. 0741 110 118. 15 head - svide0 \ round hole 0. 3254 110 35. 79 head - c0n4x1 \ pin \ 2. 54mm ( with white plastic cover ) 0. 0518 110 5. 70 head - c0n6x1 \ pin \ 2. 54mm ( with white plastic cover ) 0. 0778 330 25. 66 head - c0n14x1 \ pin \ 2. 54mm ( with white plastic cover ) 0. 1822 220 40. 09 2n3904 transistor npn \ sot23 0. 0667 110 200. 23 2n3906
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exhibit 10. 62certain information in this exhibit identified by [ * * * * * ] has been excluded from this exhibit because it is both not material and is the type of information that registrant treats as private or confidentialordering agreementbetweenlonza sales agandelusys therapeutics, inc. the terms stated in this agreement ( โ€œ the agreement โ€ ) apply to orders by elusys therapeutics, inc., located at 25 riverside drive, unit 1, pine brook, new jersey 07058 ( hereinafter referred to as โ€œ elusys โ€, โ€œ contractor โ€ or โ€œ elusys โ€ ) to lonza sales ag, a swiss corporation, with its principal office at muenchensteinerstrasse 38, ch - 4002 basel, switzerland, ( hereinafter referred to as โ€œ subcontractor โ€ or โ€œ lonza โ€ ). specifically, this agreement shall govern orders of bulk drug substance ( โ€œ bds โ€ ) of elusys โ€™ proprietary molecule designated eti - 204 ( โ€œ anthim โ€ ), which shall be manufactured in accordance with the current good manufacturing practice ( โ€œ cgmp โ€ ) regulations ( 21 c. f. r, ยง ยง 210. 1 - 211. 208 ) and shall be manufactured at lonza portsmouth โ€™ s facility in portsmouth, nh, usa. project title : anthim - bds ordering agreement. order funding : orders submitted under this agreement may be made in support of elusys โ€™ prime contracts [ * * * * * ]. materials and services provided by subcontractor : lonza shall provide all facilities, supplies, and staff necessary to manufacture and deliver anthim bds in accordance with the terms of this agreement. lonza shall perform the services as described in the attached schedule 1. exhibit 10. 62certain information in this exhibit identified by [ * * * * * ] has been excluded from this exhibit because it is both not material and is the type of information that registrant treats as private or confidentialordering agreementbetweenlonza sales agandelusys therapeutics, inc. the terms stated in this agreement ( โ€œ the agreement โ€ ) apply to orders by elusys therapeutics, inc., located at 25 riverside drive, unit 1, pine brook, new jersey 07058 ( hereinafter referred to as โ€œ elusys โ€, โ€œ contractor โ€ or โ€œ elusys โ€
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exhibit 10. 21 certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. [ * * * ] indicates that information has been redacted. 9101 wall street suite 1300 austin, tx 78754 phone : 512 # # # - # # # - # # # # fax : 512 # # # - # # # - # # # # prepared by : various - 20201 date quote # customer id valid until customer2 [ * * * ] description3 taxed amount [ * * * ] terms and conditions 1. 50 % payment due ( date ) 2. 50 % payment due ( date ) / pick up customer acceptance ( sign below ) : print name : signature : date : sti approval : print name : signature : date : subtotal taxable โ€” tax rate 0. 000 % tax due โ€” other total 4 $ โ€” if you have any questions about this price quote, please contact 512 # # # - # # # - # # # # thank you for your business! 1. this form of sales invoice was used to document various equipment sales that occurred between february 4, 2020 and march 10, 2020. the closing date of the last transaction was march 31, 2020. 2. the various customers are manufacturers whose processes require deposition equipment. 3. various manufacturing and process equipment were sold. 4. the aggregate purchase price of the sales was approximately $ 1. 2 million. exhibit 10. 21 certain identified information has been excluded from the exhibit because it is both not material and would likely cause competitive harm to the registrant if publicly disclosed. [ * * * ] indicates that information has been redacted. 9101 wall street suite 1300 austin, tx 78754 phone : 512 # # # - # # # - # # # # fax : 512 # # # - # # # - # # # # prepared by : various - 20201 date quote # customer id valid until 9101 wall street suite 1300 austin, tx 78754 phone : 512 # # # - # # # - # # # # fax : 512 # # # - # # # - # # # # prepared by : various - 20201 9101 wall street suite 1300 austin, tx 78754 phone : 512 # # # - # # # - # # # # fax : 512 # # # - # # # -
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exhibit 10. 4 gas sales and portfolio administration agreement appendices index buyer's primary delivery points a buyer โ€™ s maximum quantities b โ€œ reserved for future use โ€ c supplier reservation costs d commodity purchases - gas cost incentive mechanism e notices f invoice / payment data g demand cost charges h โ€œ reserved โ€ i portfolio services j - k sigeco - appendix a 1 2 gas sales and portfolio administration agreement revised page no. 1 april 1, 2012 appendix a - buyer โ€™ s primary delivery points texas gas transmission corporation : meter no. meter station name 1808 sigeco south shipper deduct ( includes all of the following ) elberfeld boonville road long road levee ( evansville ) haubstadt snake run francisco wagner 1809 sigeco north shipper deduct ( includes all of the following ) bicknell edwardsport freelandville monroe city oaktown petersburg washington road rural โ€“ sigeco rural โ€“ hoosier gas 9540 dogtown midwestern gas transmission : meter no. meter station name 7071 - chrisney 7071 - 02 - 7100 ohio valley hub 3 sigeco - appendix a gas sales and portfolio administration agreement revised page no. 2 april 1, 2012 anr gas pipeline : meter no. meter station name 032410100 south chrisney ( sigeco ) texas eastern gas transmission : meter no. meter station name 79730 sigeco - ldc allocation point 70539 ft. branch, in 72648 southern indiana posey co., in ohio valley hub, llc : meter no. meter station name monroe city storage field 9401 texas gas - ohio valley hub interconnect amendment seller and buyer agree that this appendix a may be amended as provided in this agreement, which amendment ultimately will be memorialized in a revised appendix a. proliance energy, llc. southern indiana gas and electric company by : _ / s / david c. pentzien _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ by : / s / jerrold l. ulrey david c. pentzien jerrold l. ulrey its : vice president of sales & marketing its : vice president, regulatory affairs and fuels 4 sigeco - appendix b gas sales and portfolio administration agreement revised page no. 1 april 1, 2012 appendix b - buyer โ€™ s maximum quantities month daily april 73, 233 may 62, 327 june 62, 327 july 62
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exhibit 10. 39 summary of translation of the sales contract, by and between the west site department of bazhou, zhongyuan petroleum exploration bureau project construction corporation ( โ€œ buyer โ€ ) and jining eni energy technology co., ltd. ( โ€œ seller โ€ ) on may 14, 2008, the seller executed a sales contract with the buyer whereby the seller agreed to sell and the buyer agreed to buy a quantity of valves for the price of rmb 1, 577, 842. 50. the seller delivered the valves in two installments, first on july 12, 2008 and second on august 10, 2008. the seller has received payment in the amount of rmb 300, 000, leaving an outstanding balance of rmb 1, 277, 842. 50.
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exhibit 10. 17 interim joint product development and sales representation agreement this interim joint product development and sales representation agreement ( the โ€œ agreement โ€ ) is made and entered into as of january 11, 2022, by and between carbonmeta technologies, inc. ( โ€œ carbonmeta โ€ herein ), a delaware corporation and salvum corporation ( โ€œ salvum โ€ herein ), a wyoming corporation, ( jointly referred to as โ€œ the parties โ€ ), for the development of certain products and sales of carbonmeta โ€™ s proprietary cementless paver products known as โ€œ cementless paver โ€ and salvum โ€™ s proprietary concrete alternative products known as โ€œ earthcrete โ€ ( sometimes jointly referred to as โ€œ the products โ€ ), in accordance with the terms and conditions set forth below. recitals whereas salvum is engaged in the manufacturing and sale of โ€œ decarbonized โ€ building materials, including โ€œ earthcreteโ„ข โ€, a concrete substitute utilizing waste materials and carbon - negative components, and salvum โ€™ s associated company salvum real estate and construction, inc. is a california licensed contractor, license # 1042428, among other things ; and whereas carbonmeta is engaged in upcycling construction and demolition waste material and industrial waste byproducts into sustainable and cement free pavers and mortars that capture carbon dioxide during the manufacturing process, among other things ; and, whereas through the beginning due diligence conducted by salvum and carbonmeta, the preliminary discussions between the parties, and the apparent benefits arising from a more definitive business arrangement ; and whereas the parties desire this agreement to provide a period of temporary cooperative product development and sales efforts that is a first stage of the parties later memorialization of a formal long - term relationship ; now, therefore, the parties state through this agreement, as follows : a. carbonmeta desires to have salvum assist in the further development of, and to manufacture and sell, those certain carbonmeta โ€™ s proprietary cementless paver products exclusively for carbonmeta within the territory set forth in exhibit โ€œ b โ€ hereto ; and 1interim joint product development and sales representation agreement 1interim joint product development and sales representation agreement 1 1 interim joint product development and sales representation agreement interim joint product development and sales representation agreement b. salvum desires to have carbonmeta assist in the further development of salvum โ€™ s proprietary concrete alternative products
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seller : zhengzhou duesail fracture proppant contract no. : jl - xz - 014 co., ltd. buyer : shanghai jolly imp & exp. co., ltd. time of execution : jan 24, 2011 commodity name manufacturer unit for quantity unit amt delivery no. and measurement price ( rmb ) time and spec. ( rmb ) quantity model no. 6914900000 low - duesail metric ton * * 85866480 delivery density subject to haydite buyer โ€™ s 20 / 40 notice memo : rmb 170 per mt ( including freight ) separately invoiced ( one 17 % vat invoice for payment for products, the other invoice for freight ) total rmb : eighty - five million, eight hundred and sixty - six thousand, four hundred and eighty commodity commodity name name manufacturer manufacturer unit for unit for quantity quantity unit unit amt amt delivery delivery no. no. and and measurement measurement price price ( rmb ) ( rmb ) time and time and spec. spec. ( rmb ) ( rmb ) quantity quantity model model no. no. 6914900000 6914900000 low - low - duesail duesail metric ton metric ton * * * * 85866480 85866480 delivery delivery density density subject to subject to haydite haydite buyer โ€™ s buyer โ€™ s 20 / 40 20 / 40 notice notice memo : memo : rmb 170 per mt ( including freight ) separately invoiced ( one 17 % vat invoice for payment for products, the other invoice for freight ) total rmb : eighty - five million, eight hundred and sixty - six thousand, four hundred and eighty total rmb : eighty - five million, eight hundred and sixty - six thousand, four hundred and eighty seller buyer seller : zhengzhou duesail fracture proppant co., ltd. buyer : shanghai jolly imp & exp co., ltd. address : 38 gengsheng ave., dayugou industrial park, address : room 2003, a bldg., 500 gongyi, henan province. hongbaoshi rd., changning district, shanghai legal representative : legal representative : attorney - in - fact : fei yinbiao attorney - in - fact : huang junyu date : jan 24, 2011 date : jan 24, 2011 telephone : 0371
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exhibit 10. 35 agreement this agreement is made as of this 8th day of january 2006 by and among w. whitlow wyatt ( โ€œ wyatt โ€ ), phoenix footwear group, inc. ( โ€œ phoenix โ€ ) and altama delta corporation ( โ€œ altama โ€ ). whereas, wyatt, phoenix and altama are parties to a stock purchase agreement dated june 15, 2004 ( the โ€œ stock purchase agreement โ€ ) pursuant to which on at a closing on july 19, 2004 wyatt sold to phoenix and phoenix purchased from wyatt all of the issued and outstanding shares of altama capital stock ; and whereas, pursuant to the stock purchase agreement, at such closing ( i ) phoenix issued in the name of manufacturers and traders trust company, as escrow agent ( the โ€œ escrow agent โ€ ) 196, 967 shares of phoenix common stock ( the โ€œ escrow shares โ€ ) in accordance with the terms of an escrow agreement among wyatt, phoenix and the escrow agent ; ( ii ) phoenix and wyatt executed and delivered a registration rights agreement ( the โ€œ registration rights agreement โ€ ) ; ( ii ) wyatt, phoenix and altama executed and delivered a non - competition and confidentiality agreement ( the โ€œ non - competition agreement โ€ ) ; and ( iii ) wyatt and altama executed and delivered a consulting agreement ( โ€œ consulting agreement โ€ ) ; and whereas, an action commenced august 31, 2005 against wyatt, phoenix and altama by caribbean co - op in the united states district court for the district of puerto rico, captioned caribbean co - op v. altama delta corporation d / b / a altama footwear, phoenix footwear group, inc. and w. whitlow wyatt, c. a. 05 - 1923 ( cc ) for damages ( such action, as amended or otherwise re - filed by caribbean co - op or its successor in interest for damages arising out of the same transactions or occurrences, the โ€œ carribean co - op action โ€ ) ; and whereas, a dispute has arisen among wyatt, phoenix and altama regarding the terms of the stock purchase agreement and the parties desire to resolve their dispute on the terms and conditions herein ; now therefore, the parties hereby agree as follows : 1. waiver of payment rights and future obligations. wyatt hereby irrevocably waives the right to receive any payments due or past due from phoenix or altama of any kind, including but not limited to ( i ) payments provided for in
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exhibit 10. 11 corn sales agreement supplier : jilin hengchang agriculture development co., ltd. purchaser : guangxi zhuang autonomous region liuzhou grain storage depot contract no : ym20110613 - 02 signed on : june 13, 2011 i. name, variety, quantity, amount and delivery time : : name quantity ( ton ) unit price ( yuan / ton ) total amount ( yuan ) delivery time yellow corn 3, 000 2, 435 7, 305, 000 complete delivery before july 30, 2011 the settlement shall be made according to actual quantity received by purchaser at a price of 2, 435 yuan / ton. name name quantity ( ton ) quantity ( ton ) unit price ( yuan / ton ) unit price ( yuan / ton ) total amount ( yuan ) total amount ( yuan ) delivery time delivery time yellow corn yellow corn 3, 000 3, 000 2, 435 2, 435 7, 305, 000 7, 305, 000 complete delivery before july 30, 2011 complete delivery before july 30, 2011 the settlement shall be made according to actual quantity received by purchaser at a price of 2, 435 yuan / ton. the settlement shall be made according to actual quantity received by purchaser at a price of 2, 435 yuan / ton. ii. quality standard : northeast china yellow corn produced in 2010, higher than national standard of grade - ii, volume - weightโ‰ฅ685g / l, impurityโ‰ค1. 0 %, moistureโ‰ค14. 0 %, the other indexes are according to new national standard. iii. inspection and acceptance method and place : subject to the inspection method conducted in purchaser โ€™ s special railway platform. the settlement and payment shall be made according to the quantity of goods proved to be qualified. the unqualified goods shall be dealt with by two sides through negotiation. iv. delivery place and freight : the goods shall be deemed to be delivered when being unloaded to purchaser โ€™ s railway platform ( bargaining price on the vehicles ). v. packaging material : packaged with supplier โ€™ s woven bags which are not charged and returned. a tare of 0. 1kg shall be deducted for each bag. the bags shall be sealed by machine and packed with a fixed amount of goods, 60kgs per bag. vi. settlement quantity : the settlement quantity shall be subject to quantity showed in purchaser โ€™ s electronic scale. purchaser shall bear less than 3 โ€ฐ wastage in
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exhibit 10. 20 confidential treatment requested under c. f. r. sections 200. 80 ( b ) ( 4 ), 200. 83 and 230. 406. [ * ] indicates omitted material that is the subject of a confidential treatment request filed separately with the commission. the omitted material has been filed separately with the commission. sales agreement regarding sale of heavy duty alternate fuel management systems between murphy econtrols technologies ( hangzhou ) co., ltd. and chengdu amico technologies co., ltd. august 29, 2013 1 sales agreement regarding sale of heavy duty alternate fuel management systems this sales agreement regarding sale of heavy duty alternate fuel management systems ( this โ€œ agreement โ€ ) is made and executed as of the 29th day of august 2013, by and between murphy econtrols technologies ( hangzhou ) co., ltd., a company incorporated under the laws of the people โ€™ s republic of china ( the โ€œ prc โ€ or โ€œ china โ€ ) and having its registered address at 77 23rd street, hangzhou economic & technological area, hangzhou, zhejiang province 310018, the prc ( hereinafter referred to as โ€œ met โ€ ), and chengdu amico technologies co., ltd., a company organized under the laws of the prc and having its registered address at no. 203 north gangtong rd, pixian industrial zone, chengdu 611743, sichuan province, the prc ( hereinafter referred to as โ€œ amico โ€ ). whereas, met and enovation controls, llc ( โ€œ enc โ€ ), met โ€™ s ultimate parent company, are engaged in the manufacturing of engine controls, and alternate fuel management systems and components ; and whereas, amico is engaged inter alia in the development, engineering and sale of alternate fuel systems in the prc ; and whereas, the parties have agreed to enter into this agreement, subject to obtaining all necessary approvals, permissions, consents, validations, confirmations, licenses and any other authorizations required to set up a cooperation framework in the prc with the main object of development, integration and selling electronic controlled alternate fuel management systems, including but not limited to, cng and lpg electronic system and components for heavy duty engines and other associated and incidental services, to customers in china ; and whereas, the parties are ready, willing and able to cooperate in the manner set out hereinafter, to ensure the establishment and success of such a framework
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execution version master sales cooperation agreement ( 2021 ) between siemens industry, inc. โ€“ smart infrastructure with its principal place of business at 100 technology drive, alpharetta ga 30005 - hereinafter referred to as โ€œ siemens โ€ - and fluence energy, llc with its principal place of business at 4300 wilson blvd., # 1100, arlington va 22203 - hereinafter referred to as โ€œ fluence โ€ - - siemens and fluence hereinafter referred to individually as โ€œ party โ€ or collectively as โ€œ parties โ€ exhibit 10. 26 2 article 1 - purpose 1. 1 fluence is a company providing battery energy storage solutions ( โ€œ bess โ€ ) and related services for the installation, commissioning, operation and maintenance of bess prod - ucts in an industrial environment. 1. 2 siemens is a company providing products, services and solutions to the buildings and energy markets and also intending to provide its customer base with bess as part of larger solutions. 1. 3 siemens, as a major shareholder of fluence, has an interest that fluence further suc - ceeds in addressing its markets. 1. 4 the parties previously entered into a january 1, 2018 master sales cooperation agreement ( โ€œ initial msca โ€ ) for the intent of cooperating to ensure meeting customer demands, timely delivery of high - quality bess and related service and effective order planning and processing. in order to accelerate the adoption of energy storage in the market and to leverage siemens โ€™ extensive sales reach, fluence is using siemens sales organizations and customer relationships in some countries to bring fluence โ€™ s bess to siemens customers as well as working together to assist siemens in offering bess as part of a larger solution. fluence benefits from the extensive global sales reach of siemens and its established customer relationships. 1. 5 the parties agree that the initial msca is terminated effective as of the date of the signing of this master sales cooperation agreement ( โ€œ msca 2021 โ€ ) and that this msca 2021 replaces the initial msca in its entirety. 1. 6 each party shall endeavor to provide the other party with information reasonably re - quired for the purpose of the msca 2021. article 2 - scope 2. 1 the parties intend to cooperate and to deliver value to each of the parties โ€™ customers ( " cooperation " ). it is the objective of the parties to benefit from this cooperation by expanding their individual capabilities, making use of their combined capabilities, and
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[ * * * ] certain information in this document has been excluded pursuant to regulation s - k, item 601 ( b ) ( 10 ). such excluded information is not material and would likely cause competitive harm if publicly disclosed exhibit 10. 20 dated this 10th of march 2022 liu, yu ( passport no. : eb4943819 ) ( โ€œ vendor โ€ ) and graphjet technology sdn. bhd ( reg no : 1355419 - p ) ( โ€œ purchaser โ€ ) intellectual property sales agreement this agreement is made on between a. liu, yu ( passport no. eb4943819 ) with address at block a - 23a - 9, le yuan residence, 8 jalan selesaria 3, happy garden, 58200 kuala lumpur ( โ€œ vendor โ€ ) ; a. liu, yu ( passport no. eb4943819 ) with address at block a - 23a - 9, le yuan residence, 8 jalan selesaria 3, happy garden, 58200 kuala lumpur ( โ€œ vendor โ€ ) ; a. liu, yu ( passport no. eb4943819 ) with address at block a - 23a - 9, le yuan residence, 8 jalan selesaria 3, happy garden, 58200 kuala lumpur ( โ€œ vendor โ€ ) ; and ( 1 ) graphjet technology sdn bhd ( reg no. 1355419 - p ) with address at unit no, l4 - e - 8, enterprise 4, technology park malaysia, 57000 bukit jalil, kuala lumpur ( โ€œ purchaser โ€ ). ( 1 ) graphjet technology sdn bhd ( reg no. 1355419 - p ) with address at unit no, l4 - e - 8, enterprise 4, technology park malaysia, 57000 bukit jalil, kuala lumpur ( โ€œ purchaser โ€ ). ( 1 ) graphjet technology sdn bhd ( reg no. 1355419 - p ) with address at unit no, l4 - e - 8, enterprise 4, technology park malaysia, 57000 bukit jalil, kuala lumpur ( โ€œ purchaser โ€ ). ( collectively the โ€œ parties โ€ and individually each a โ€œ party โ€ ), background b. graphjet technology sdn bhd [ company no. 201901046089 ( 1355419 - p ) ( โ€œ company โ€ ) is a private company incorporated in malaysia. b. graphjet technology sdn bhd
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1. licensing fees. 2. commissions. mmris agrees to pay licensor a commission equal to [ * * * ] percent ( [ * * * ] % ) of gross revenues for the first [ * * * ] month term of this agreement, and [ * * * ] percent ( [ * * * ] % ) of gross revenues for each additional [ * * * ] month period. " gross revenue " shall mean any gross receipts from any and all sources derived from the use of the list by mmris. c. prospective accounts. notwithstanding any other provisions of this agreement, the licensee must obtain prior approval from licensor before emailing any advertising or marketing materials to the list. licensor agrees to approve or comment on any such materials within 3 business days after receipt or it shall automatically be deemed approved. any approvals shall not be unreasonably withheld. d. conduct during the term of this agreement, the licensee and consultant agrees to act only in the best interests of licensor and comply with all applicable laws regarding mailing of the list. e. licensor agrees that it will maintain the list in compliance with all applicable laws regarding the mailing of the names on the list. during the term of this agreement and for one ( 1 ) year after termination, the licensor parties agree not to compete with mmris, work for a competitor or accept consideration of any kind from a competitor of mmris. the licensor parties acknowledge that mmris may, in connection with this agreement, provide the licensor and consultant access to mmris trade secrets, customers, pricing and other confidential and proprietary information ( the " confidential information " ). 6. confidentiality. the parties agree to retain confidential information ( including the terms of this agreement ) in strict confidence, and not to disclose confidential information to third parties or use confidential information other than to perform its duties under this agreement, unless mmris provides the licensor prior consent in writing to such disclosure or use. 8. independent contractor. the licensor and consultant are independent contractors of mmris for the term of this agreement. mmris will not withhold taxes with respect to any compensation. the licensor has no claim for benefits or compensation of any kind against mmris. notice, the complaining party may file an arbitration petition stating among other things the specific remedies sought and requesting arbitration administered by jams pursuant to its streamlined arbitration rules and
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exhibit 10. 2 collateral agreement made by advanced micro devices, inc. and amd international sales and service, ltd. in favor of wells fargo bank, n. a., as collateral agent dated as of october 24, 2006 table of contents section 1. defined terms 1. 1. definitions 1. 2. other definitional provisions section 2. [ intentionally omitted ] section 3. grant of security interest section 4. representations and warranties 4. 1. representations in credit agreement 4. 2. title ; no other liens 4. 3. perfected first priority liens 4. 4. jurisdiction of organization ; chief executive office 4. 5. [ intentionally omitted ] 4. 6. [ intentionally omitted ] 4. 7. pledged equity interests and the spansion collateral account 4. 8. accounts receivable section 5. covenants 5. 1. covenants in credit agreement 5. 2. delivery and control of instruments, certificated securities, chattel paper, pledged equity interests and the spansion collateral account 5. 3. maintenance of insurance 5. 4. payment of obligations 5. 5. maintenance of perfected security interest ; further documentation 5. 6. changes in locations, name, etc 5. 7. notices 5. 8. pledged equity interests 5. 9. accounts receivable section 6. remedial provisions 6. 1. certain matters relating to accounts receivable 6. 2. communications with obligors ; grantors remain liable 6. 3. pledged equity interests 6. 4. proceeds to be turned over to collateral agent 6. 5. application of proceeds 6. 6. code and other remedies 6. 7. registration rights 6. 8. deficiency section 7. the collateral agent 7. 1. collateral agent โ€™ s appointment as attorney - in - fact, etc 7. 2. duty of collateral agent 7. 3. financing statements 7. 4. authority, immunities and indemnities of collateral agent section 8. miscellaneous 8. 1. amendments in writing 8. 2. notices 8. 3. no waiver by course of conduct ; cumulative remedies 8. 4. enforcement expenses ; indemnification 8. 5. successors and assigns 8. 6. set - off 8. 7. counterparts 8. 8. severability 8. 9. section headings i 8. 10. integration 8. 11. governing law 8. 12. submission to jurisdiction ; waivers 8. 13
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exhibit 10. 12 addendum to commercial sales agreement this addendum to commercial sales agreement ( the โ€œ addendum โ€ ) by and between wells fund xiv - 3675 kennesaw 75 parkway, llc, a georgia limited liability company ( โ€œ seller โ€ ) and parallax digital studios, inc., a georgia corporation ( โ€œ purchaser โ€ ) is an addendum to that certain commercial sales agreement with an offer date of december 8, 2011 ( the โ€œ agreement โ€ ), for the purchase and sale of real property known as 3675 kennesaw parkway, kennesaw, georgia, and is entered into between the parties as of the 4th day of january, 2012. all items and conditions of the agreement, as modified by this addendum, are agreed to and accepted by the undersigned. th 1. legal description. attached hereto and incorporated herein by reference as exhibit a is the legal description of the property. 2. escrow agent. the definition of โ€œ escrow agent โ€ as it appears in section 3 of the agreement shall mean 1499, inc. an agent of chicago title insurance company whose address is 326 roswell street, suite 100, marietta, georgia 30060. 3. earnest money. section 3 of the agreement is revised to read that the earnest money must be deposited within two ( 2 ) business days of the full execution and delivery of the agreement, and this addendum ( together, the โ€œ contract โ€ ). 4. title company. the definition of โ€œ title company โ€ appearing in section 4 of the agreement shall mean 1499, inc. 5. permitted title exceptions. in addition to the permitted title exceptions set forth in subsections ( a ) through ( e ) of section 4 of the agreement, the definition of โ€œ permitted exceptions โ€ shall also include those matters set forth on exhibit b attached hereto and incorporated herein by reference. 6. title and survey review period. in each place in section 4 of the agreement where the number 20 appears ( in words or numbers or both ), it shall hereafter be deemed to refer to the number 5. in each instance in sections 4 and 19 of the agreement where the number 30 appears ( in words or numbers or both ), it shall hereafter be deemed to refer to the number 25. 7. seller's knowledge. in each instance in the agreement where the phrase โ€œ to seller's knowledge and belief โ€ or โ€œ to
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global response marketing, llc & ids solar technologies, inc. marketing i sales & national call center services agreement this agreement is made this 24th day of january, 2013 ( " effective date " ) by and between ids solar technologies, inc., a nevada corporation ( " idst'or " client " ), located at 533 birch street, lake elsinore, ca 92530 and global results marketing, llc ( " grm " " agent " collectively, the " parties " ), a nevada limited liability company, located at 6250 mountain vista street, suite a - 1, henderson, nevada, 89014. whereas : idst is currently in the market of building and marketing portable solar generator products ( " current products " ). whereas : idst desires to contract with and hereby does contracts with grm to provide sales and marketing through grm's national call center marking program described per the terms of setout herein. whereas : the parties wish to enter into this agreement based on the mutual promises and covenants contained herein and sufficient consideration acknowledged herein. 1. national call center - the national call center is known as the global results marketing call center, located at 6250 mountain vista street, suite a - 1, henderson, nevada, 89014, clark county, and state of nevada. 2. term - the term of this agreement shall be for an initial period of one year ( the " initial term " ) from the effective date and thereafter automatically renewed from year to year unless terminated pursuant to paragraph 17. each of said one - year renewal periods is referred to as a " term year. " 3. competing products - parties agree that in exchange for the sole and exclusive appointment, grm will not market products that compete with the current product offerings of idst. 4. media - working closely with client's representatives grm will coordinate all print, social media, website, trade show, public events, tv, radio, infomercial, product placement, endorsement, advertisement, distribution and promotion of every kind and nature. client and grm shall jointly establish a realistic marketing budget for idst. idst retains full editorial control and approval only after the ads are approved by idst, and will pay the direct cost with no mark up by grm. 5. minimum targets idst expects agent to sign the following dealer counts during year one of agreement : quarter 1 30 new dealers quarter 2 60 new dealers quarter
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i. the product name, type, specification and quality : 1. the product name, type and specification : 80v66ah lithium iron phosphate battery 2. the product quantity and price name speciation s number ( case ) price ( rmb ) sub - total ( rmb ) note state grid standard chassis frame battery wxl12z080066a 36 16, 600 597, 600 samples state grid standard chassis frame battery wxl12z080066a 2, 000 15, 900 31, 800, 000 1 - 2, 000 cases state grid standard chassis frame battery wxl12z080066a 10, 000 15, 000 150, 000, 000 2, 001 - 12, 000 cases total ( include taxation ) 182, 397, 600. 00 ( rmb ) note the detailed product amounts and delivery times will be subject to the written orders from party a to party b each month. a. the warranty for the product the warranty for the product is 36 month or 150, 000 kilometers from the date of receipt of the product by party a. b. service : party b promises to repair or change the product if it is not caused by the wrong - use or abnormal wear or tear during the warranty period. c. compensation liability of quality issues : party b promises to bear the cost of the product and two - way transportation expenses if the product has quality problems that not caused by the wrong - use or abnormal wear or tear. ii. the unit and measurement of the product both parties agree to use " case " as a unit for the product in term of its parts including battery core groups, control system, accessories and battery box body, etc. iii. the package materials and standards : the product supplied by party b shall be packaged suit for transportation and party b promises that it will take measures such as damp - proof, rain - proof, and shock - proof for protecting the products to be delivered safely to the party a โ€™ s designated places ( hangzhou region ). iv. delivery time and methods, modes of transportation and place of arrival : 1. delivery time : party a shall provide purchase plan to party b before the 19th of each month and provide detailed product delivery amounts and delivery times in its written orders. ( party b shall deliver the product to party a โ€™ s designated place within 30 days of the order unless special situation occurs ) 2 delivery methods : party b is responsible to deliver goods
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exhibit 10. 1 marketing and sales distribution agreement arsenalas - ehg. hereinafter referred to as the " sellers ", on the one part, and eco building international, hereinafter referred to as the " buyers " on the other part, have concluded the present agreement for the following : the seller : arsenalas - ehg silutes p1. 39, klaipeda lithuania the buyer : eco building international 1 mathew place, ballintemple, cork, ireland both the above - mentioned parties agreed with the following conditions : a. subject of the agreement " seller " sells and " buyer " has permission to take purchase orders on all products carried by seller. the following eco friendly building & lighting products will be supplied by seller for buyer inventory. product / discriptioin cost building materials : wooden plates $ 15. 00 per square metre wooden beans $ 5. 00 per bag laminated fiber board floors $ 25. 00 per square metre granite works priced per order selection sanitary ware priced per order selection thin film solar roofs priced per order selection flexvent roofing priced per order selection natural cork flooring $ 2. 00 sf counter : recycled glass surfaces $ 95. 00 sf counter : 50 / 50 blend recycled wood fiber $ 75. 00 horizontal window $ 300. 00 vertical windows $ 310. 00 1 in quantity and assortment according to proforma. invoice which are made out on each batch of the goods separately, are assured by signatures and seal of the parties ( sides ), and are an integral part of the agreement. the goods under the given agreement will be put to us and canada on conditions b. price and total sum of the agreement b. 1. the total sum of the agreement b. 2 the prices for the goods sold under the present agreement, are fixed inprice - lists in us dollars, understood butterbridge co, and are specified in proforma invoice and commercial invoice accompanying each batch of the goods. packing, normal marks, loading, export customs charges are included into the price of the goods. currency of the agreement is us dollars. c. delivery and payment terms c. 1 delivery of the goods is carried out by separate batches, according to the proforma invoice. the seller undertakes to deliver each batch of the goods under the present agreement not later than 25 days since the moment of reception of an advance payment. c. 2. within 24 hours after
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exhibit 10. 48 press release june 22, 2005 invisa returns to normal operations ; sales continue to grow sarasota, fl, june 23, 2005 - invisa, inc. ( otc bb : insa ), an electronic life safety and security company, announced today that it has returned to normal operations following the previously reported cash shortage. while the cash shortage presented unique challenges, sales continued to grow on an uninterrupted basis throughout the duration of the cash shortage. with the company โ€™ s return to normal operations, it is conducting all essential aspects of its business, including customer and technical support, sales, assembling and delivering product, collecting accounts receivable, and development of new products. the company โ€™ s essential employees, including the chief operations officer, carl parks, and chief technology officer, robert ferguson, are full time. with the current cash shortage resolved, the company is in discussions with alternative sources to provide additional funding to support operations and implement the company โ€™ s longer - term business objectives. with the company โ€™ s return to normal operations, it is conducting all essential aspects of its business, including customer and technical support, sales, assembling and delivering product, collecting accounts receivable, and development of new products. the company โ€™ s essential employees, including the chief operations officer, carl parks, and chief technology officer, robert ferguson, are full time. with the current cash shortage resolved, the company is in discussions with alternative sources to provide additional funding to support operations and implement the company โ€™ s longer - term business objectives. the company reported the cash shortage on april 18, 2005 and provided more detail on june 1, 2005 and in the company โ€™ s 10 - qsb for the quarter ended march 31, 2005. as reported, the cash shortage was experienced when prior management did not timely arrange required financing and the employment of all employees were terminated. to eliminate the reported cash shortage, on june 21, 2005, the company arranged funding consisting of an equity investment and an expansion of an existing debt facility. according to steve michael, acting president, โ€œ we believe that 2005, will be a banner year for invisa. we have solidified a cost effective and productive management approach. overhead is down and our sales are up. we believe that it is an indication of the strength of our products and technology that invisa โ€™ s unit sales and revenue actually grew during this challenging period of cash shortage. โ€ according to steve
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exhibit 10. 8 sales contract 1. preamble american telecom services, inc., a delaware corporation with a registered business office at 2433 peck road, city of industry, ca 90601 ( hereinafter called โ€œ the buyer โ€ ), agrees to buy and gain star international limited, with a registered office at 20 / f., the sun โ€™ s group centre, 200 gloucester road, hong kong ( hereinafter called โ€œ the seller โ€ ) agrees to sell, certain products based upon a sales contract ( hereinafter called โ€œ the contract โ€ ) which contains the terms and conditions in the following : 2. source of goods the buyer shall source certain goods at buyer โ€™ s specifications ( hereinafter called โ€œ the goods โ€ ) from manufacturer ( hereinafter called โ€œ the manufacturer โ€ ) directly. specifications, including but not limited to quantity, packaging and delivery schedule of the goods shall be negotiated between the buyer and the manufacturer directly, under no circumstance shall the seller be responsible for the quality, specification and the performance of the manufacturer. seller will authorize manufacturer to handle all the qa and qc issues and return issues direct with the buyer in writing and will notify the manufacturer of this document as it pertains to the qa, qc and specifications responsibility. in the event there are returned goods, the buyer will instruct the seller to deduct the amount designated and documented by the buyer from those purchase orders that the letter of credit hasn โ€™ t been opened yet, if authorized by the manufacturer. and if there is a discrepancy in the existing letter of credit opened to the manufacturer when the documents are presented, the seller will hold the payment until the letter of credit expires or the discrepancy is cured. the seller will use this leverage to support the buyer in a best efforts basis to deduct the amount. 3. independent transactions each source contract of the goods between the seller and the manufacturer shall form an independent transaction under the contract. unless otherwise stated, the terms of each transaction hereunder shall follow all terms and conditions and amendments in the said source contracts concurrently. 4. market of goods unless otherwise agreed, the buyer agrees to resell the goods to customers and / or chain stores in the north america who to be approved one by one by the cit group / commercial services, inc. ( โ€œ cit โ€ ) and at open account within the credit limit approved by cit.
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startek, inc. 2013 sales commission plan 2013 sales commission plan 1. 0purpose and objective 1. 0 1. 0 purpose and objective purpose and objective 1. 1. the startek, inc. ( โ€œ startek โ€ ) 2013 sales commission plan ( the โ€œ plan โ€ ) sets forth the eligibility and payment terms for commissions for plan participants ( each a โ€œ participant โ€ ). the plan is designed to support the objective of generation of revenue from new and existing clients through the use of commission payments along with incentives for performance against certain startek strategic initiatives. 1. 1. 1. 1. the startek, inc. ( โ€œ startek โ€ ) 2013 sales commission plan ( the โ€œ plan โ€ ) sets forth the eligibility and payment terms for commissions for plan participants ( each a โ€œ participant โ€ ). the plan is designed to support the objective of generation of revenue from new and existing clients through the use of commission payments along with incentives for performance against certain startek strategic initiatives. the startek, inc. ( โ€œ startek โ€ ) 2013 sales commission plan ( the โ€œ plan โ€ ) sets forth the eligibility and payment terms for commissions for plan participants ( each a โ€œ participant โ€ ). the plan is designed to support the objective of generation of revenue from new and existing clients through the use of commission payments along with incentives for performance against certain startek strategic initiatives. 2. 0plan effective date 2. 0 2. 0 plan effective date plan effective date 2. 1. the plan will be effective january 1, 2013 until amended, replaced or terminated by startek ( the โ€œ plan period โ€ ) whichever is later. startek reserves the right, in its sole discretion, to terminate or amend the plan at any time. 2. 1. 2. 1. the plan will be effective january 1, 2013 until amended, replaced or terminated by startek ( the โ€œ plan period โ€ ) whichever is later. startek reserves the right, in its sole discretion, to terminate or amend the plan at any time. the plan will be effective january 1, 2013 until amended, replaced or terminated by startek ( the โ€œ plan period โ€ ) whichever is later. startek reserves the right, in its sole discretion, to terminate or amend the plan at any time. 3. 0definitions 3. 0 3. 0 definitions definitions 3. 1. a โ€œ qualifying new sow โ€ means a statement of work ( โ€œ sow โ€ ) or contract that is (
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exclusive marketing and sales agreement this marketing and sales agreement ( the " agreement " ) is made effective as of june 27, 2014 between kush bottles, inc ( kush ) / dank bottles llc ( kush bottles colorado, and hollister & blacksmith inc. 3457 ringsby ct. unit 111 denver, co 80216 - 4900 ( h & b ). in the agreement, h & b who is providing the product, [ fully described in exhibit " a " attached hereto ] will be referred to as " h & b ", and kush bottles inc and dank bottles llc who are receiving the right to exclusively sell the child - resistant drawstring exit bag [ define product ], will be referred to as " kush. " the parties agree as follows : i. right to sell. h & b hereby grants an exclusive right within the 50 united states and its territories to kush to sell the product. in accordance with this agreement, h & b grants kush an exclusive right to sell the product under the terms of this agreement. h & b agrees to deliver the stated quantities to kush in a timely manner. prices and terms of sale shall be determined in this agreement. ii. performance terms : h & b agrees to deliver a total of 500, 000 product units each term, within no more than 180 days total from the date of a purchase order from kush to h & b, to be delivered in three separate deliveries of full individual containers of 170, 000 units per container with the final ( third ) container to be 160, 000 units. kush will pay to h & b $ 150, 000, upon execution of po and a balance of set forth in the table exhibit a ). kush will inspect and confirm the content of each shipping within 5 business days. deliveries will be fob denver, co. payment shall be in the united states dollars and shall be presented per direction of h & b in denver ; co. kush deposit to h & b inc for $ 150, 000. 00 provided as exhibit b. this money will be used to secure the material and the manufacturer to get โ€œ the satchel โ€ into production for a 6 - 8 week delivery time frame. acc will put up as collateral to the above named company 200, 000 shares of brazil interactive media ( bimi parent of h & b ) stock. once delivery of the 500k bags, is in kush colorado โ€™ s warehouse in denver
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exhibit 10. 5 investment agreement between ping bridge industrial park and lu'an guoying electronic sales co., ltd. party a : pingqiao industrial park management committee party b : lu'an guoying electronic sales co., ltd by mutual agreement, for the purposes of economic development, in line with the principles of equality, voluntariness, honesty, credit, party b will invest in party a โ€™ s guoying led workshop project, the parties โ€™ have - reached the following agreement : 1. investment - related conventions 1. 1 party b will invest party a's park project, party b will invest ยฅ122, 880, 000. 00 yuan, the main plant shall start construction within 1 month from the date that party a supplies the land and begin operations 10 months later. 1. 2 party b must be registered as a new company in yu'an district, which is an independent tax body of yu'an district. 1. 3 party b is responsible for land requisition and the reporting of land - related costs. 2. the scope of project site, area and land acquisition price 2. 1 located in the park : south of pingqiao road and east of jinsheng road 2. 2 area : total area : 300 mu 2. 3 price : ยฅ0. 88million yuan / mu ( see the supplemental agreement ) 2. 4 the method of payment : see the supplemental agreement ใ€‚ 3. both the rights and obligations 3. 1 party a has received the first payment is responsible for coordinating supplies ( 10kv below ), the water supply to party b โ€™ s sites outside the red line, but the b transformer, electricity and water account opening procedures and fees take care of themselves ; complete the formation of land party b for use. 3. 2 party a is to provide related services : assist with business registration, tax registration, bank accounts, set up the approvals, the project application, the eia and land certificates, applying for property ownership certificate and related tasks, party b shall offer actively cooperation for relevant information and bear the costs. 3. 3 party a is responsible for coordinating construction investment and the surrounding environment. 3. 4 all of the operating projects should be consistent with the national industrial policy and the requirements of environmental protection, fulfilling the labor safety and other national obligations. 3. 5 party b are not allowed to change the nature of land and not permitted to transfer the land. 3. 6 the
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ex - 10. 12 contracts of purchases and sales of products party a : tianjin daxing import & export trade co., ltd. party b : tianjin joway textile co., ltd. 1. product names, specifications, quantity, amount : date of signing the contract : october 9, 2008 product name color color fabricrequirement specification unit price ( yuan / piece ) quantity ( piece ) amount ( yuan ) includingtax soften cotton pillowcase cloth knitted fabrics note : party b entrusts party a with commodity purchases. due to price changing with the market, the current settlement price is determined via bilateral negotiation, which is the delivered price including vat. the number shall be allowed within the range of plus - minus 10 %, and the volume above 10 % shall not be settled within the current period. 2. product quality standards and acceptance methods : ( i ) reactive dyes are needed for fabric dyeing and finishing processes to meet the national environmental requirements in accordance with gb # # # - # # # - # # # # - b, color fastness up to 4th level or above with appearance quality unaffected due to fading in finishing treatments of the purchaser. color difference on fabrics can not exceed the visual standard, finished products referred by the standards of retained sample. the products with great disparity shall be treated as nonconformity. ( ii ) fabrics shall be without any damage, spinning or skipped stitches ; ( iii ) workmanship requirements : delicate, fine and close stitches, perfect design, no out - pin or short - thread ; binding edge width of 2. 5cm, uniform smooth and natural sewing. 3. delivery date : the supplier shall deliver goods 30 - 45 days after signing the contract with partial delivery permitted during the period, but the completion date can not exceed the time agreed in the contract. if the supplier fails to deliver the goods within the stipulated time, he needs to inform the purchaser in advance. with the approval of both sides, the delivery date can be adjusted ; the purchaser can notice the supplier to adjust shipping time in case that there is excessive inventory in the purchaser. 4. means of transportation and freight : the supplier is responsible for safety of packages, and processing such as waterproof, moisture - proof, anti - fouling during transport. the supplier shall choose safe and efficient transportation and pay for long - distance shipping freight. 5. payment settlement methods : both parties shall check accounts monthly.
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exhibit 10. 1 amended and restated breeding hog exclusive sales agreement ( english translation ) party a : heilongjiang senyu animal husbandry co., ltd. legal representative : shang zhenyu address : 6th floor south, zonghe building, workers'cultural palace, qianjin district, jiamusi city, heilongjiang province. telephone : party b : harbin golden lotus inc. legal representative : li xinqiang address : no. 10 ziyuan road, daoli district, harbin city, heilongjiang province. telephone : whereas, party b has the capacity and manpower to sell breeding hogs, in order to establish the โ€œ company base + farmer โ€ production system of party a, through friendly negotiation and based on the principal of equality and mutual benefit, regarding party b exclusively selling party a โ€™ s breeding hogs, party a and party b enter into this agreement as follows and both parties shall abide by this agreement : article 1 the varieties of the breeding hogs that will be sold exclusively by party b are the dutch topigs breeding hog and canadian duchangda ( duroc ร— landrace ร— large yorkshire ) breeding hog produced by party a and its subsidiary ( s ). article 2 party b is granted the exclusive operation right to sell the breeding hogs provided in article 1 within heilongjiang province, unless the case which is stipulated in article 5. 2 occurs. except the breeding hogs provided in article 1, party b shall not sell any breeding hog produced by any other company in any way. article 3 the relationship between party a and party b is of seller and buyer, of which party a is the seller and party b is the buyer. after buying breeding hogs from party a, party b shall sell the breeding hogs in its own name and assume sole responsibility for its profits or losses. article 4 sales scope of party b the sales scope of party b is heilongjiang area. article 5 sales quantity in order to ensure the โ€œ company base + farmer โ€ system of party a goes on wheels, the target sales quantity of party b shall be no less than 10000 breeding hogs per year and 2500 breeding hogs per season, unless party a cannot provide so many breeding hogs. based on the capacity of party a, the target sales quantity may be adjusted a little higher or lower year by year, and the actual sales quantity shall be settled by the parties through negotiation
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exhibit 10. 1 amendment no. six to underground coal sales agreement this amendment no. six to underground coal sales agreement ( โ€œ amendment no. six โ€ ), by and between san juan coal company, a delaware corporation ( referred to herein as โ€œ sjcc โ€ ) and public service company of new mexico, a new mexico corporation, and tucson electric power company, an arizona corporation ( collectively referred to herein as the โ€œ utilities โ€ ) ( with sjcc and utilities herein sometimes collectively referred to as โ€œ parties โ€ ), further amends that certain underground coal sales agreement, dated august 31, 2001, as amended ( the โ€œ ug - csa โ€ ), between sjcc and the utilities. recitals whereas, the utilities are part owners of the four unit san juan generating station ( โ€œ sjgs โ€ ) along with the county of los alamos ( โ€œ los alamos โ€ ), utah associated municipal power systems ( โ€œ uamps โ€ ), city of anaheim ( โ€œ anaheim โ€ ), southern california public power authority ( โ€œ scppa โ€ ), city of farmington ( โ€œ farmington โ€ ), m - s - r public power agency ( โ€œ msr โ€ ), and tri - state generation and transmission association, inc. ( โ€œ tri - state โ€ ), and all nine owners are collectively referred to as โ€œ owners โ€, and whereas, sjcc owns and operates the san juan underground mine ( the โ€œ ug mine โ€ ) that provides coal for the operation of sjgs, and whereas, san juan transportation company ( โ€œ sjtc โ€ ) may hold certain assets that have been used in conjunction with coal deliveries to sjgs, and whereas, sjcc and sjtc are wholly owned subsidiaries of bhp billiton new mexico coal, inc. ( โ€œ bbnmc โ€ ), and whereas, on may 12, 2014, the united states environmental protection agency, proposed to approve revisions to the new mexico regional haze state implementation plan ( โ€œ sip โ€ ) that address the best available retrofit technology requirement for oxides of nitrogen ( nox ) for sjgs, which revised sip, among other things, requires the shutdown of units 2 and 3 of sjgs by the end of calendar year 2017, and x whereas, no later than december 31, 2014, the sjgs owners desire to have as much certainty as reasonably possible about coal pricing for coal sales to sjgs for periods
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exhibit 10. 1 preliminary sales contract by and among : ( i ) ribera desarrollos s. a., tax identification ( cuit ) no. 30 - 70921182 - 6, with domicile at uruguay 772, piso 11ยฐ, of. 111, city of buenos aires, represented herein by its president, mr. luis carlos de narvaez steuer, identification ( dni ) no. 93667455, fabian oscar lusarreta, identification ( dni ) no. 18010453 - attorney - in - fact, ( hereinafter the โ€œ seller โ€ ) ; ( ii ) inc s. a., with domicile at ayacucho 1055, piso 1ยบ of the city of buenos aires, represented herein by mr. fabian oscar lusarreta, identification ( dni ) no. 18010453, acting in his capacity as attorney - in fact ( hereinafter, โ€œ incsa โ€ ) ; ( iii ) sociedad anonima la nacion, with domicile at bouchard 557 of the city of buenos aires, represented herein by its undersigning attorneys - in - fact ( hereinafter, โ€œ saln โ€ ) ; ( iv ) desarroladora urbana s. a., with domicile at leandro n. alem 790, piso 12ยบ of the city of buenos aires, represented herein by its undersigning attorneys - in - fact ( hereinafter, โ€œ dusa โ€, and jointly with incsa and saln, the โ€œ joint owners โ€ ), parties of the first part ; and, ( v ) mercadolibre srl, cuit 30 - 70308853 - 4, with domicile at arias 3751, 7ยฐ piso, city of buenos aires, represented herein by its undersigning attorneys - in - fact ( hereinafter, the โ€œ purchaser โ€ ), party of the second part. the seller and the purchaser will be jointly referred to as the โ€œ parties โ€ and individually as the โ€œ party โ€ ; and whereas : 1. the seller is a joint owner of the real estate located in the district of vicente lopez, province of buenos aires, at avenida del libertador gral. san martin nยบ 77
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standard offer, agreement and escrow instructions for purchase of real estate ( nonresiden al ) dated : december 7, 2021 1. buyer. buyer. a. fro iii / sma acquisitions, llc, a delaware limited liability company, ( " buyer " ) hereby offers fro iii / sma acquisitions, llc, a delaware limited liability company to purchase the real property, hereina er described, from the owner thereof ( " seller " ) ( collec vely, the " " or individually, a " party " ), through an escrow buyer's con ngencies, ( " expected closing date " ) to be held by chicago title company ( " escrow holder " ) whose address is 725 south figueroa street, suite 200, los angeles, ca 90017, phone no. ( 213 # # # - # # # - # # # #, facsimile no. mike. slinger @ ctt. com upon the terms and condi ons set forth in this agreement ( " agreement " ). buyer shall have the right to assign buyer's rights hereunder, but any such assignment shall not relieve buyer of buyer's obliga ons herein unless seller expressly releases buyer. a. the term " date of agreement " as used herein shall be the date when by execu on and delivery ( as defined in paragraph 20. 2 ) of this document or a subsequent counteroffer thereto, buyer and seller have reached agreement in wri ng whereby seller agrees to sell, and buyer agrees to purchase, the property upon terms accepted by both par es. a fully executed copy of this agreement has been deliveredto escrow holder. the term " 2. property. property. a. the real property ( " property " ) that is the subject of this offer consists of ( insert a brief physical descrip on ) that certain property, the real property ( " together with all of seller's right, title, and interest in and to all improvements and fixtures is located in the county of orange, is commonly known as ( street address, city, state, zip ) 620 east dyer road, santa ana, california and is legally described as : to be provided by title company ( apn : to be provided by title company ). a. if the legal descrip on of the property is not complete or is inaccurate, this agreement shall not be invalid and
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mainstreet organization of realtorsยฎ commercial sales contract when executed by all parties this will become a legally binding and enforceable contract if dual agency applies, complete paragraph # 28. from : ( buyer ) wood river capital llc name from : ( buyer ) from : ( buyer ) wood river capital llc wood river capital llc name to : ( seller ) ytb international, inc date : 3 / 18 / 2011 offer of buyer : i / we ( buyer ) offer to purchase the real estate known as : to : ( seller ) to : ( seller ) ytb international, inc ytb international, inc date : date : 3 / 18 / 2011 3 / 18 / 2011 offer of buyer : i / we ( buyer ) offer to purchase the real estate known as : 1901 east edwardsville road, wood river, madison county, illinois 62095, street city county state zip 1901 east edwardsville road, wood river, madison county, illinois 62095 1901 east edwardsville road, wood river, madison county, illinois 62095,, street city county state zip inclusions : the following shall be included : fixtures, equipment, appliances, security systems ( owned ) and personal property, if any, located on the real estate of the date hereof, for which a bill of sale will be given : screens, storm windows and doors ; shades, window blinds ; radiator covers ; heating, central cooling, ventilating, lighting and plumbing fixtures ; attached mirrors, shelving, interior shutters, cabinets and awnings ; planted vegetation ; smoke detectors ; as well as the following specific items : alltangile, intangible and mixxed assets owned and used in the operation and maintenance of the property exclusions : the following shall be excluded ; all tenant owned personal property, tenant owned trade fixtures, and : any personal property not specifically included shall be deemed excluded. a system or item shall be deemed to be in operating condition if it performs the function for which it is intended, regardless of age, and does not constitute a threat to health or safety. inclusions : the following shall be included : fixtures, equipment, appliances, security systems ( owned ) and personal property, if any, located on the real estate of the date hereof, for which a bill of sale will be given : screens, storm windows and doors ; shades, window blinds ; radiator covers ; heating, central cooling, ventilating, lighting and plumbing
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exhibit 10. 33 acquired sales corp. 31 n. suffolk lane, lake forest, il 60045 june 22, 2016 mr. david meltzer mr. warren moon mr. scott carter mr. derek shaw 9900 research drive irvine, ca 92618 re : letter of intent gentlemen : the purpose of this letter of intent ( this " loi " ) is to set forth certain non - binding and certain binding agreements between david c. meltzer ( " meltzer " ), h. warren moon ( " moon " ), michael scott carter ( " carter " ), derek b. shaw ( " shaw " ), and sports 1 marketing, llc ( " s1m " ) ( meltzer, moon, carter, shaw and s1m being sometimes referred to collectively as " s1m group " ), aggregated marketing platform inc., a delaware corporation ( " amp " ), and processing for a cause inc., a delaware corporation ( " pfac " ), and acquired sales corp. ( " aqsp " ), gerard m. jacobs ( " gjacobs " ), and william c. jacobs ( " wjacobs " ) ( all of the foregoing persons and entities being referred to individually as a " party " and collectively as the " parties " ), in regard to the potential acquisitions ( individually an " acquisition " and collectively the " acquisitions " ) by aqsp and / or its subsidiaries of the following corporations ( individually a " target " and collectively the " targets " ) : amp, pfac, and management corp ( as defined below ). acquisition targets 1. amp. amp is a delaware corporation in good standing owned by meltzer, moon and carter. pursuant to an agreement dated june 10, 2016, s1m group contributed, sold, assigned and / or transferred to amp all of s1m group's rights, titles and interests of any nature relating to virtual gifting programs and the bundling of virtual gifting programs with traditional tv, radio, billboards, stadium screens, and / or other advertising ( collectively " amp bundling " ), including but not limited to amp bundling agreements, contracts and arrangements in regard to software under development by unifycloud and any intellectual property rights, copyrights, patent applications and / or patents associated therewith ( the " amp software " ), and amp bundling agreements, contracts and arrangements that have been signed or are
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exhibit 10. 3 amended and restated power sales agreement by and between electric energy, inc. and ameren energy marketing company exhibit 10. 3 table of contents 1. definitions and interpretation.......................................................................................................... 2 1. 1definitions.................................................................................................................. 2 1. 1 1. 2interpretation.............................................................................................................. 7 1. 2 1. 3no interpretation based on other agreements.......................................................... 7 1. 3 1. 4no presumption of construction for or against any party......................
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( 1 ) agreement of this contract ( 2 ) notification of signed agreement ( 3 ) recording note of quotation ( 4 ) quoted documents and appendices, and quotation documents and appendices ( 5 ) standard, regulation and relevant technical documents ( 6 ) engineering quantity list ( 7 ) engineering quotation note and budget documents name of product model brand quantity unit total amount : rmb 4, 575, 000 ( say rmb four million five hundred and seventy five thousand only ) ( including tax, see business quotation for details of products ) name of product model brand quantity unit โ€ข party b shall remedy and bear all cost if the quality of material and equipment has meet the national or industrial quality assessment standards, but, during the checking acceptance, they don โ€™ t meet the material and equipment quality standards or there is a fault.
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contract distributor sales agreement, july 30, 2010 * * * certain information in this agreement has been omitted and filed separately with the securities and exchange commission. confidential treatment has been requested with respect to the omitted portions. exhibit 10. 14 contract distributor sales agreement this agreement is entered into by and between tolson uniforms, of melbourne, fl, the contract distributor ( hereafter known as distributor ) and energy telecom, inc. ( hereafter known as energy ), of st. augustine, fl distributor clearly understands and agrees to be bound by the terms herein, including the energy sales, delivery, service and warranty policies. telecom eyewear product family and display contract distributors must display the entire family of energy telecom eyewear products in a prominent and appropriate section of the retail outlet ( s ). periodically but no less than once each year an updated display plan will be transmitted by energy technical support. new energy telecom eyewear products will automatically be sent to the distributor. specific description of the telecom eyewear product family may be found on attachment ` a '. general sales policy an opening order is required for a distributor account. annual sales volume of at least $ 5, 000. 00 in energy merchandise at distributor price is a requirement for annual distributorship renewal. products are shipped in accordance with published prices in effect at the time of shipment. the terms and conditions of the energy sales policy are in effect for one year from the date of this contract. energy reserves the right to change this sales policy without notice. distributor qualification all new energy accounts must be personally interviewed and set up by an energy manager. establishment of an energy account is at the sole discretion of energy. distributors are selected according to their standing in the community and ability to meet energy distributor qualifications. energy appoints only a limited number of distributors worldwide. all energy distributors must maintain a full time place of business and hold a current state sales tax license. distributor must stock all telecom eyewear and accessory products. part time or special order distributors cannot be accepted. to maintain an energy account, distributors must : 1. instruct sales personnel in the technical knowledge necessary to adequately demonstrate and sell energy products. 1. instruct sales personnel in the technical knowledge necessary to adequately demonstrate and sell energy products. 2. conduct a year round promotional effort through a catalog, flyers. telemarketing or other means to inform the public that the distributor stocks energy products. 2. conduct a year round promotional effort through a catalog, flyers. telema
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equipments sales contract seller : china great wall industry co. ltd. ( ไธญ ๅ›ฝ ๅŸŽ ๆœ‰ ๅ…ฌ ๅธ ) buyer : cer energy recovery ( shanghai ) co. ltd. ( ไธญ ๆฑŸ ๏ผˆ ไธŠ ๆตท ๏ผ‰ ๆœ‰ ๅ…ฌ ๅธ ) contract number : 12gwitc - xs001 signed date : 2012 - 8 - 9 signed place : beijing this contract is entered into by the below parties on august 09, 2012. seller : china great wall industry co. ltd. address : no. 88 nancaiyuan street xicheng district, beijing buyer : cer energy recovery ( shanghai ) co. ltd. address : building # 26, no. 1388 zhangdong road, zhangjiang hi - tech park, shanghai, china pursuant to โ€œ contract law of the people โ€™ s republic of china โ€ and related regulations, upon fully and friendly negotiated based on equality and free will between the two parties, both parties hereto agree as follows : 1. definition : 1. definition : 1. definition : โ€œ contract โ€ means this hrs equipment purchase contract signed between the buyer and the seller, including all appendices. โ€œ total price โ€ means the sum price payable from the buyer to the seller under the contract for the performance of its contractual obligations as given in article 4. โ€œ product โ€ and โ€œ products โ€ mean seller โ€™ s proprietary hrs equipment, machinery, instruments, spare parts, tools, and other materials as described in contract which buyer shall purchase from seller under the terms and conditions of this contract. โ€œ technical documents โ€ means all the technical drawings and documents issued by seller in accordance. โ€œ effective date of contract โ€ means the signature date of the contract as set forth hereunder. 2. product name, quantity and specification 2. product name, quantity and specification 2. product name, quantity and specification item product name quantity unit price price ( rmb ) 1 hrs boiler with steam drum 2 3, 325, 366. 01 6, 650, 732. 02 2 hrs boiler auxiliaries 2 874, 054. 08 1, 748, 108. 16 3 hrs mist eliminators 2 2, 534, 577. 76 5, 069, 155. 52 4 hrs 1 - stage distributor 2 2, 826, 438. 22 5, 652, 876. 44 5 hrs heater 2 1, 998, 695.
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exhibit 10. 13 ( english translation ) sales contract in respect of suzhou journey world ticketing system contract no. : rj2008 - 3 party a : suzhou journey world commercial service co., ltd. address : # 18, 200, tai cang road, lu wan district, shanghai postal code : 200020 bank of deposit : agriculture bank jin ji hu branch bank account : 10 - 551301040002573 tax file number : 321700670976440 fax : 63730810 contact person : shu keung chui contact number : party b : shanghai shangxin industrial development co., ltd. address : 2585 hu yi highway, malu township, jiading district, shanghai postal code : 201800 bank of deposit : industrial and commercial bank of china, fu xing road ( c ) branch bank account : 1001208719006588562 fax : 62783063 contact person : guofu huang contact number : 62783063 pursuant to relevant laws and regulations of the people โ€™ s republic of china, in the matter of party b โ€™ s development for party a of the โ€œ zuwin โ€ ticketing system ( including the e - commerce website ) of suzhou journey world commercial service co., ltd. and the hardware and software required in connection therewith, the parties hereby agree as follows : article 1 subject of the contract party a agrees to purchase from party b hardware and customized software as listed in this article ( the โ€œ products โ€ ) for the fees herein stated. 1. 1 hardware attachment 1 โ€“ hardware products list sets forth a list of the hardware and software to be purchased by party a from party b. the โ€œ zuwin โ€ ticketing system software system shall be developed in 3 phases with multiple language versions, including chinese, japanese, english, and korean : phase 1 โ€“ chinese simplified and traditional language versions ; phase 2 : japanese and english language versions ; and phase 3 : korean language version. the development fee shall be calculated at the rate of rmb900 per day per person, and based on an estimated total of 21, 735 man - days the total fee will be rmb19, 561, 500, subject to adjustment of workload in accordance with client โ€™ s demand. the final payment shall be subject to the acceptance and settlement of the project. 1. 2 product installation and testing onsit
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exhibit 10. 7 fujian jinjiang chendai ansheng shoes and clothing co., ltd. product sales contract contract no. : 201005011 date of signing : 5 / 20 / 2010 contract no. : 201005011 date of signing : 5 / 20 / 2010 contract no. : 201005011 date of signing : 5 / 20 / 2010 seller : fujian jinjiang chendai ansheng shoes and clothing co., ltd. buyer : guangzhou tianhe dongpu distribution company based on mutual consultations, the parties have agreed on the following : 1. order list item type quantity unit price amount skateboard shoes a15056 6336 82 519, 552. 00 skateboard shoes a8608 3048 82 249, 936. 00 skateboard shoes a8610 7080 82 580, 560. 00 skateboard shoes a8613 5088 82 417, 216. 00 skateboard shoes a8615 3540 82 290, 280. 00 skateboard shoes a8622 3204 82 262, 728. 00 skateboard shoes a9367 1320 82 108, 240. 00 skateboard shoes t88507 2016 80 161, 280. 00 skateboard shoes z9367 5124 80 409, 920. 00 hiking shoes a9962 7032 100 703, 200. 00 hiking shoes a9969 6864 85 583, 440. 00 hiking shoes a9972 2052 82 168, 264. 00 retro - skateboard shoes a81003 3432 93 319, 176. 00 retro - skateboard shoes a81018 5256 94 494, 064. 00 retro - skateboard shoes a81020 1920 100 192, 000. 00 retro - skateboard shoes a81022 3624 100 362, 400. 00 retro - skateboard shoes a81026 1584 100 158, 400. 00 retro - skateboard shoes a82011 264 89 23, 496. 00 retro - skateboard shoes a86072 636 82 52, 152. 00 retro - skateboard shoes a86076 2304 82 188, 928. 00 retro - skateboard shoes a86106 636 82 52, 152. 00 retro - skateboard shoes z81003 216 88 19, 008. 00 retro - skateboard shoes z81007 2940 90 264,
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david j. dzuricky piedmont natural gas company, inc. maximum # of shares to sell under the plan : 9, 000 rule 10b5 - 1 sales plan and client representations i, david j. dzuricky, as of the date below, establish this sales plan ( โ€œ plan โ€ ) in order to sell shares of the common stock ( โ€œ shares โ€ ) of piedmont natural gas company, inc. ( โ€œ issuer โ€ ) pursuant to the requirements of rule 10b5 - 1 under the securities exchange act of 1934, as amended ( โ€œ exchange act โ€ ). i request that merrill lynch, pierce, fenner & smith incorporated ( โ€œ merrill lynch โ€ ) execute the plan as follows : 1. sales instructions for sales starting on december 1, 2006 and ending on december 31, 2006, 1. 1. for owned shares you are authorized to sell pursuant to the attached sec rule 10b5 - 1 sales instruction and notice provision โ€” annex : 2. execution, average pricing and pro rata allocation of sales 2. 1. i agree and acknowledge that : 1. if my order to sell shares pursuant to the plan, whether market or limit, is handled by a merrill lynch trading desk, my order shall be handled as โ€œ not held โ€. a โ€œ not held โ€ or โ€œ working order โ€ permits a merrill lynch trader to use reasonable brokerage judgment, exercising price and time discretion, as to when to execute the order. 2. merrill lynch may execute my order : ( a ) in a single transaction or multiple transactions during the course of the trading day, or ( b ) it may aggregate my order with other orders for other sellers of the issuer โ€™ s securities that may or may not have been accepted pursuant to a rule 10b5 - 1 sales plan, execute them as a block or in multiple smaller transactions, and allocate an average price to each seller. 3. when orders are aggregated, merrill lynch shall allocate the proceeds of shares sold pro rata among the sellers, based on the ratio of ( x ) the shares to be sold and ( y ) the sum of the proceeds of all shares sold, and merrill lynch will provide each seller an โ€œ average price confirmation โ€ that identifies the amount of securities sold for the applicable seller together with an average price for sales. 3. stock splits / reincorporation / reorganizations 3. 1 in the event of a stock split or reverse stock split, the quantity and price
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exhibit 10. 1 contract no : fresh milk sales agreement heilongjiang animal husbandry and veterinary bureau heilongjiang administrative bureau for industry and commerce supervise fresh milk sales agreement ordering party ( party a ) : suihua dongxing dairy food co., ltd. supplying party ( party b ) : honglongjiang zhongxian information co., ltd. according to the provisions of โ€œ contract law of people โ€™ s republic of china โ€, โ€œ dairy quality and safety supervision and management regulations โ€ and โ€œ heilongjiang dairy regulations โ€, both parties signed this contract after consultation. article i : order plans 1. party a plans to purchase fresh milk from party b or milk farmers designated by party b. planning to purchase a total of : 4, 700 ton ; the total purchase amount fluctuated within the range of : 10 % ; 2. planned purchase time : from july 1, 2011 to december 31, 2011 ; article ii : order price keep the price of standard raw milk that contains 3. 1 % fat, 2. 95 % protein, first class of microbial quality ( โ‰ค 0. 5million / ml ) as the basic price, both parties agreed the order price : 2. 3yuan / kg. in the execution process of the contract, according to the specific market situation and milk quality conditions, adjust the fluctuation of the milk price correspondingly, within the range of : 5 %. article : quality requirements 1. fresh milk quality must meet the national standards for purchasing fresh milk ; 2. prohibition of selling the following fresh milk : ( 1 ) the milk produced by milk cows without health certificates and quarantines ; ( 2 ) colostrums within 7 days of calving ; ( 3 ) antibiotics residues in milk ; ( 4 ) the milk produced by milk cows suffer from mastitis, tuberculosis, brucellosis and other infectious diseases ; ( 5 ) adulterated, rotten, smelly and contaminated milk ; ( 6 ) other milk does not meet national health safety and quality standards. article : settlement 1. party a shall publish related data of settlement to party b according to article ii of this contract two days before it pays for the milk ; 2. according to purchase amount of raw milk and pricing standards, party a shall pay the milk monthly, namely : settle milk payment of last month in this month. specific payment date is the end of each month ( in case of holidays, clearing date forward or extended to the
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exhibit 10 ( xi ) ( a ) the black & decker corporation 2004 restricted stock plan 1. purpose the purpose of the black & decker corporation 2004 restricted stock plan is to attract and retain executives and key employees of the black & decker corporation ( the โ€œ corporation โ€ ) and its subsidiaries, to motivate those employees to put forth maximum efforts for the long - term success of the business, to encourage ownership of the corporation โ€™ s stock by them, and to further align the interests of executives and key employees with those of the corporation โ€™ s stockholders. 2. definitions the following definitions are applicable to the plan. a. โ€œ award โ€ means an award of restricted shares under the plan. b. โ€œ board of directors โ€ means the board of directors of the corporation. c. โ€œ change in control of the corporation โ€ means a change in control of the corporation of a nature that would be required to be reported in response to item 6 ( e ) of schedule 14a of regulation 14a promulgated under the exchange act, whether or not the corporation is in fact required to comply therewith, provided that, without limitation, such a change in control shall be deemed to have occurred if ( i ) any โ€œ person โ€ ( as such term is used in sections 13 ( d ) and 14 ( d ) of the exchange act ), other than a trustee or other fiduciary holding securities under an employee benefit plan of the corporation or any of its subsidiaries, or a corporation owned, directly or indirectly, by the stockholders of the corporation in substantially the same proportions as their ownership of stock of the corporation, is or becomes the โ€œ beneficial owner โ€ ( as defined in rule 13d - 3 under the exchange act ), directly or indirectly, of securities of the corporation representing 20 % or more of the combined voting power of the corporation โ€™ s then outstanding securities ; ( ii ) during any period of two consecutive years, individuals who at the beginning of such period constitute the board of directors and any new director ( other than a director designated by a person who has entered into an agreement with the corporation to effect a transaction described in clauses ( i ) or ( iv ) ) whose election by the board of directors or nomination for election by the corporation โ€™ s stockholders was approved by a vote of at least two - thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason
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exhibit 10. 1 pep divestiture incentive program purpose the peoples energy production company ( " pep " or the " company " ) divestiture incentive program ( the " program " ) provides a means to reward pep personnel for maximizing the value achieved in the sale of pep to an unrelated purchaser. the purpose of the program is to maximize performance of the business unit prior to its sale and to maximize the sale price. eligibility personnel may qualify for benefits under this program if they were an employee of pep on february 21, 2007 ( the day that the plan to sell pep was publicly announced ) and remain an employee through the day that the sale closes ( " participant " ). employees who are involuntarily terminated without cause, die or become disabled prior to the day that the sale closes will be eligible for benefits under the program. employees who are involuntarily terminated for cause prior to the closing of the sale will not be eligible for benefits under this program. employees who voluntary terminate employment with pep including retiring prior to the closing of the sale will not be eligible for benefits under this program. incentive funds the total dollars available for payment of incentive awards will be determined per the guidelines for determining incentive funds ( " incentive funds " ). the incentive funds available from this program will not be reduced in the event of employee terminations either for cause or voluntary terminations including retirement. incentive awards the " incentive award " means the award granted to each participant as determined hereunder. the incentive award for the president of pep, assuming satisfaction of the eligibility requirement above, will be ( 1 ) 34 % of the first $ 1 million of the incentive funds, and ( 2 ) 20 % of the remainder of the incentive funds. the percentages for the president may be adjusted upward in the event of employee terminations. the incentive award for all other participants will be determined by the president of pep using objective criteria such as grade level, salary, prior long term incentive compensation awards, length of service and actual or anticipated contribution in the success of pep and / or the sale of pep. this determination will be made in consultation with the ceo and / or the chief human resources officer of integrys energy group, inc. no participant will have a right to an incentive award unless the president of pep, in consultation with the ceo and / or chief human resources officer of integrys energy group, inc. ( " integrys " ), has determined that the participant has satisfied the
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hengtaifeng technology co., ltd product sales contract buyer : jiangsu qihan machine tool co., ltd ( โ€œ the buyer โ€ hereinafter ) seller : shenzhen hengtaifeng technology co., ltd. ( โ€œ the seller โ€ hereinafter ) contract no. : sh2007 - q004 date : april 16, 2007 product sales contract this contract is signed by and between the buyer and the seller ; whereby the buyer agrees to buy and the seller agrees to sell the under - mentioned devices / goods subject to the terms and conditions as stipulated hereinafter. section 1. list of the devices and goods ( rmb ) no. name of commodity quantity unit price total price 1 cnc 980td 2 8, 000 16, 000 2 cnc 980td allocation da98a - 15 / 2 8 21, 000 168, 000 total rmb 184, 000 section 2. payment and delivery 1. terms of payment : the buyer shall pay the entire contract price to the seller within six months after signed this contract. 1. 1. terms of payment : the buyer shall pay the entire contract price to the seller within six months after signed this contract. 2. terms of delivery : highway transport. 2. 2. terms of delivery : highway transport. 3. place of delivery : no. 1 kuangji road, zhenjiang city, jiangsu province. 3. 3. place of delivery : no. 1 kuangji road, zhenjiang city, jiangsu province. 4. consignee : ms. limin 4. 4. consignee : ms. limin section 3. service terms : provided by the original manufacturer section 4. ownership of the goods and risk transfer 1. regardless where the goods locate, the seller is the unique owner of the goods before the buyer pays for all the goods. the seller shall have the rights to recover all of the goods delivered to the buyer under the condition of impossible implementation of this contract. 1. 1. regardless where the goods locate, the seller is the unique owner of the goods before the buyer pays for all the goods. the seller shall have the rights to recover all of the goods delivered to the buyer under the condition of impossible implementation of this contract. 2. the risks of the goods shall belong to the seller commencing on the taking effect of this contract and until prior to delivery of the goods to the buyer. after which time, the risks
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exhibit 10. 62 summary translation of sample purchase and sales contract note : the summary translation agreement below is summary translation of one of a series of agreements between yantai mouping district zhisheng agricultural produce cooperative and nanyang hanye tegang co., ltd. that the companies use that constitute separate agreements, yet all such agreements are nearly identical in most respects, except for the specific term, price, and subject of the purchase or sale order ( e. g., apples, grapes, pears, etc. ). party a : yantai mouping district zhisheng agricultural produce cooperative party b : nanyang hanye tegang co., ltd. products : vegetable gift boxes, apples and pears party a shall provide products with expected quality and shall be responsible for the delivery to the inspected site of party b. packaging and transportation fees will be borne by party a. party a shall be responsible for any financial loss caused by the quality issues. failure of the contract performance caused by natural disaster shall not be borne by either party. the duration of the contract is 2012 - 06 - 01 to 2012 - 06 - 30. the contract signed on : 2012 - 05 - 30
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exhibit 10. 20 bill of sale i, ( seller ), in consideration of ( $ + $ ), i, ( seller ), in consideration of ( $ + $ ), i, ( seller ), in consideration of ( $ + $ ), do hereby sell, transfer and convey to allen - boy international llc ( buyer ), located at 8501 tower point dr. b - 27, charlotte, nc. 28227. the following vehicle. make : year : model : vin : mileage : make : year : make : year : model : vin : model : vin : mileage : mileage : i undersigned seller, do sell the above - described vehicle to the buyer for the amount shown and certify that all of the information provided in this bill of sale is true and accurate to the best of my knowledge. i, the undersigned buyer, acknowledge receipt of this bill of sale and understand there is no guarantee or warranty, expressed or implied, with respect to the above - described property. it is also understood that the above vehicle is sold in โ€œ as is โ€ conditions. the undersigned buyer will pay $ to the undersigned seller after receiving the title. dated this day of _ _ _ _ _ _ _ _ _ _ _ _ _ seller โ€™ s print name buyer โ€™ s print name seller โ€™ s signature buyer โ€™ s signature seller โ€™ s print name buyer โ€™ s print name seller โ€™ s print name buyer โ€™ s print name seller โ€™ s signature buyer โ€™ s signature seller โ€™ s signature buyer โ€™ s signature
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exhibit 10. 10 february 25, 2011 mr. jeffrey l. darby 101 thatcher court north wales, pa 19454 re : revised letter : sr. vice president - sales dear jeff, on behalf of dorman products, inc. it is with great pleasure that i extend this promotional opportunity to you. please know that this opportunity is contingent upon your execution of the enclosed non - competition and confidentiality agreement. as previously discussed, below are the significant aspects of the offer. 1. title your official title will be sr. vice president - sales. as sr. vice president - sales, our employment is โ€œ at will โ€. this is the same relationship that all employees have with the company. 2. reporting relationship you will report directly to matt barton, co - president. 3. compensation your salary will be $ 9423. 08 bi - weekly ( $ 245, 000. 00 on an annual basis ). by accepting your expanded role as sr. vice president - sales, you can confirm and ratify the agreement relating to non - competition and confidentiality of company or customer information dated november 2, 1998, as amended on september 18, 2006 ( your โ€œ non - compete agreement โ€ ). 4. benefits will continue uninterrupted during the course of your employment in accordance with and subject to company policy. 5. bonus your annual bonus will be based upon the company โ€™ s consolidated pre - tax income before executive and senior vice president bonus expense and before unusual items ( โ€œ adjusted pre - tax income โ€ ). your bonus will be computed by multiplying your then current annual base salary by the annual bonus new products. new solutions. new opportunities. 3400 east walnut street โ€ข colmar, pa # # # - # # # - # # # # โ€ข phone : 215 # # # - # # # - # # # # โ€ข fax : 215 # # # - # # # - # # # # mr. jeffrey l. darby ( cont โ€™ d ) percentage with a maximum payout of 100 % of your then - current base salary. the annual bonus percentage is equal to two times the percentage growth in adjusted pre - tax income for the applicable year. for purposes of your bonus calculations, โ€œ unusual items โ€ include all non - recurring items general excluded from earnings per share and ebitda by institutional investors or analysts when evaluating the company โ€™ s performance, such as one - time gains from asset sales, litigations charges or recoveries and restructuring
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exhibit 10. 6 sales and project coordination agreement this sales and project coordination agreement ( this โ€œ agreement โ€ ) is made as of the 1st day of march, 2006, by and between rare earth development company, an arizona corporation, and innsuites hospitality trust, an ohio real estate investment trust. whereas, rare earth development company is owned by the wirth family, including pam barnhill, division vice president of rare earth development company and daughter of james wirth ; whereas, rare earth development company, through its division rare earth realty, is a licensed arizona real estate broker and a multiple listing service ( mls ) agent ; whereas, james wirth is president of both rare earth development company and innsuites hospitality trust ; and whereas, innsuites hospitality trust is in the process of converting certain hotel units into condo - hotel units ( the โ€œ project โ€ ). now, therefore, subject to the terms, conditions, covenants and provisions of this agreement, rare earth development company and innsuites hospitality trust mutually covenant and agree as follows : i. services provided upon the terms and subject to the conditions of this agreement, rare earth development company will provide the following services to innsuites hospitality trust with respect to hotel properties owned or controlled by innsuites hospitality trust and designated by its board of trustees for conversion into condo - hotel units : a. project coordination, including, without limitation, working with engineers, architects, consultants, contractors and government officials, and applying for and obtaining required approvals, licenses and permits for the project. b. marketing coordination, including, without limitation, developing and placing advertisements in an cost - effective manner. the cost of such advertisements will be borne by innsuites hospitality trust. c. sales, including multiple listing service ( mls ) listings. d. financing and closing coordination with individual buyers, including, without limitation, coordination of the arizona department of real estate subdivision approval with the title company. ii. consideration a. innsuites hospitality trust agrees to pay rare earth development company a fee equal to 6. 0 % of the sales price of each condo - hotel unit, payable contingent upon the sale and closing of the related condo - hotel unit. b. rare earth development company agrees to split any fees with unaffiliated brokers on a 50 / 50 basis. c. if innsuites hospitality trust provides seller financing for a sale of a condo - hotel unit, rare earth development company will defer the payment of its broker
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seller : lincoln - carlyle illinois center llc, a delaware limited liability company by : lincoln - carlyle illinois center mezzanine llc, a delaware limited liability company, its sole member limited liability company, its manager texas corporation, its manager 2 purchaser : parkway properties lp, a delaware limited partnership 3
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exhibit 10. 20 agreement of lease between : atlantic construction inc., a company duly incorporated under the law, herein acting and represented by david rosenberg, its president, hereunto duly authorized as he declares, ( hereinafter referred to as โ€œ landlord โ€ ) and : wesco distribution canada inc., a body politic and corporate, duly incorporated under the law, and having an office in the city of pittsburgh, state of pennsylvania, u. s. a., located at riverfront center, herein acting and represented by roy w. haley, its president and chief executive officer duly authorized as he declares, ( hereinafter referred to as โ€œ tenant โ€ ) 1. description and lease of premises the landlord in consideration of the rentals and other obligations of the tenant herein set forth, hereby leases to the tenant, the latter accepting, the location bearing civic number 1330 trans canada highway, dorval, quebec, consisting of an area of approximately ninety - seven thousand ( 97, 000 ) square feet and the land upon which it is erected, the whole as outlined on the plan hereto attached as schedule โ€œ a โ€ ( hereinafter referred to as the โ€œ leased premises โ€ ). the building containing the leased premises ( hereinafter referred to as the โ€œ building โ€ ) is situated on the emplacement described in schedule โ€œ b โ€ hereto attached. landlord will within thirty ( 30 ) days after the occupation of the โ€˜ leased premises by the tenant, furnish the latter with a certificate of its architect attesting to the area of the leased premises. said certificate shall be based on outside measurements and shall be final and binding upon the parties hereto. 2. term of lease the term of this lease shall commence on august 1, 1994 and shall terminate on the last day of july 1999 unless sooner terminated under the provisions hereof ( hereinafter referred to as the โ€œ term โ€ ). 3. use of property tenant covenants that the leased premises shall be used solely for the purpose of office space and warehousing and for no other purpose. storage shall be permitted outside the leased premises on the thirty - five thousand ( 35, 000 ) square feet of yard space on the south side of the leased premises during the term. exhibit 10. 20 agreement of lease between : atlantic construction inc., a company duly incorporated under the law, herein acting and represented by david rosenberg, its president, here
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exhibit ( 10 ) ( a ) february 19, 2010 confidential cts corporation 905 west boulevard north elkhart, indiana 46514 attention : vinod m. khilnani president and chief executive officer re : letter agreement dear mr. khilnani : toyota motor sales, u. s. a., inc., toyota canada inc., and toyota motor engineering & manufacturing north america, inc. ( collectively, " toyota " ) and cts corporation agree that the relationship between toyota and cts corporation is a valued relationship, and this agreement is made in good faith and in furtherance of that valued relationship. toyota and cts corporation understand that this agreement is intended to reflect the general intent of the parties, but that execution of a more detailed agreement may be necessary to effectuate the full intent of this agreement. nevertheless, toyota and cts corporation further represent that each has relied on and obtained the advice of independent counsel with respect to this agreement. toyota and cts corporation enter into this agreement with full knowledge of their respective rights, and without any duress, coercion or pres sure of any kind from any person or entity. subject to the limitations set forth below, toyota agrees to indemnify, defend, and hold harmless cts corporation ( and its affiliates, subsidiaries, officers, directors and employees ) from, and pay on their behalf, any costs, expenses and liabilities ( including reasonable attorneys fees and litigation costs, potential awards, settlements and judgments, and penalties or fees ) associated with, arising out of or relating to civil litigation or claims, filed or asserted in the united states or canada, arising from or relating to alleged incidents of unintended acceleration of toyota and lexus vehicles where cts is named as a defendant, including litigation or claims which are currently pending or subsequently may be commenced against any one or all of the parties ( " unintended acceleration claims " ). by way of further clarification and without limitation, unintended accele ration claims includes claims by third parties of personal injury, property damage, diminution of value, breach of warranty and violation of consumer protection laws or unfair business practices because of alleged defects in the accelerator in toyota and lexus vehicles. cts corporation agrees to fully cooperate ( and will direct its counsel to fully cooperate ) in any investigation by toyota related in any way to the design and manufacture of the cts accelerator assembly that is the subject of the un
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exhibit 10. 6 general agreement between arkadia international and jk auto sales this general agreement ( โ€œ agreement โ€ ) of business activity is made as of the 14th day of march 2013, by and between two independent companies, arkadia international nevada corp. and jk auto sales independent car dealer. recitals the parties have agreed to make together export - import business and to conduct its business in accordance with the provisions of this agreement. terms of agreement 1. address for arkadia international : their principal office - 5348 vegas dr. las vegas, nv 89108 for jk auto sales : 8575 miramar place # a, san diego, ca 92121 2. purpose. the parties is organized for the following purpose : a. arkadia international can buy cars from jk auto sales at auction โ€™ s wholesale prices. b. jk auto sales can sell cars, parts to arkadia international at wholesale prices. c. arkadia international will assist in finding buyers for jk auto sales and assist with shipping. the sides may enter into, make and perform all contracts and all other undertakings and engage in any and all transactions that may deem necessary or advisable to carry out its purposes. 3. terms. the agreement shall continue during 3 years. 4. accounts. the capital profits and contributions, cash flow, profits and losses, reflects in balance sheets, statements of operations, statements of stockholders โ€™ equity and statements of cash flows. 5. managing. the general management, control and conduct of all business deals shall be conducted jointly. 6. withdrawal from agreement. each company may notice to each other at least seventy - five ( 75 ) days prior to the last day of any fiscal year, elect to withdraw from the agreement. 7. causes for termination. the agreement shall be terminated upon the earlier of : a. the incompetency, insolvency or death of all the directors ; or b. the decree of any court of competent jurisdiction directing the dissolution or termination of the agreement ; or c. execution of a written declaration of intention to terminate the agreement by one or both of the sides ; or execution intending to be legally bound, the parties executed this agreement whereupon it entered into full force and effect in accordance with its terms as of march 14, 2013 arkadia international inc. jk auto sales 5348 vegas drive # 1107, las vegas, nv 89108 8575 miramar place # a, san diego
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exhibit 10. 1 agreement on crude oil sales dated 04 february 2005 ( the โ€œ agreement โ€ ) concluded between ninotsminda oil company limited and primrose financial group as follows : 1. seller : ninotsminda oil company limited 22, stasicratous olga court p. o. box 48 nicosia, cyprus 2. buyer : primrose financial group omar hodge building, wickhams cay, road town tortola british virgin islands 3. contract period : this agreement commences on 01 february 2005 and shall continue for a period of three years following completion of delivery of the minimum contract quantity ( as defined below ) stipulated herein ( โ€œ contract period โ€ ). 4. quantity : the seller shall make available to the buyer the seller โ€™ s entire share of crude oil produced from the ninotsminda field ( โ€œ contract quantity โ€ ). the contract quantity shall include a minimum contract quantity in the total amount of 68, 555 ( sixtyeight thousand five hundred fifty five ) metric tonnes to be delivered under this agreement ( โ€œ minimum contract quantity โ€ ). in the event that the seller fails to produce the minimum contract quantity the seller shall have no liability to the buyer as a result of that failure. 5. quality : oil made available under this agreement shall be ninotsminda crude oil of normal export quality with the following guaranteed specification ( โ€œ oil โ€ ) : - density at 200 c 820 โ€“ 840 kg / csm - sulphur max 0, 2 wt pct - water max 1. 0 pct quality of oil should coincide with the existing norms. seller and buyer shall meet to agree the appointment of an independent expert laboratory, to whom any disputes concerning the quality of the oil or the method of testing thereof shall be referred and both parties must accept the decision of the expert. 6. delivery : on a monthly basis on a date to be agreed between buyer and seller. seller shall make oil available to the buyer at georgian oil โ€™ s storage reservoirs at samgori ( ngdu ) in car tanks provided by the buyer ( โ€œ delivery point โ€ ). oil shall be considered delivered as the oil passes the filling hose to the car tanks. the seller, buyer and the operator of the oil storage and loading facility will sign the related delivery act. in the case of oil purchased for export the seller will use its reasonable endeavours to assist the buyer with the delivery of oil to the rail loading terminal at vaziani and with
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exhibit 10. 1 amendment no. 10 to servicing agreement this amendment no. 10 to servicing agreement ( โ€œ amendment no. 10 โ€ ) is made and entered into as of march 1, 2018 ( โ€œ amendment no. 10 effective date โ€ ) by and between blackhawk network, inc., an arizona corporation ( โ€œ servicer โ€ ), and metabank, dba meta payment systems, a federal savings bank ( โ€œ bank โ€ ) and relates to that certain servicing agreement dated march 30, 2012, by and between servicer and bank, as amended by amendment no. 1 to servicing agreement, dated november 5, 2012 ( โ€œ amendment no. 1 โ€ ), amendment no. 2 to servicing agreement, dated october 31, 2013 ( โ€œ amendment no. 2 โ€ ), the first addendum to servicing agreement, dated may 30, 2014 ( โ€œ addendum no. 1 โ€ ), amendment no. 3 to servicing agreement, dated june 13, 2014 ( โ€œ amendment no. 3 โ€ ), the second addendum to servicing agreement, dated october 1, 2015 ( โ€œ addendum no. 2 โ€ ), amendment no. 4 to servicing agreement dated may 6, 2016 ( โ€œ amendment no. 4 โ€ ), amendment no. 5 to servicing agreement dated june 16, 2016 ( โ€œ amendment no. 5 โ€ ), amendment no. 6 to servicing agreement dated december 21, 2016 ( โ€œ amendment no. 6 โ€ ), amendment no. 7 to servicing agreement dated march 24, 2017 ( โ€œ amendment no. 7 โ€ ), amendment no. 8 to servicing agreement, dated june 1, 2017 ( โ€œ amendment no. 8 โ€ ), and amendment no. 9 to servicing agreement, dated december 13, 2017 ( โ€œ amendment no. 9 โ€ ) ( together, the โ€œ agreement โ€ ). each of servicer and bank may be referred to herein as a โ€œ party โ€ or collectively as the โ€œ parties โ€. capitalized terms used herein but not otherwise defined in this amendment shall have the meaning assigned to them in the agreement ( as hereinafter defined and as amended herein ). recitals whereas, the parties desire to amend the agreement as more fully set forth below. agreement now, therefore, each of the parties for good and valuable consideration exchanged and intending to be legally bound, hereby mutually agree as follows : 1. the termination date of amendment no. 8 to the agreement ( as set forth in section 9 of amendment no. 8
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amended and restated servicing agreement โ€” between โ€” national bank of canada โ€” and โ€” nb capital corporation june 28, 2007 june 28, 2007 june 28, 2007 table of contents page 1. definitions 2 1. 1 definitions 2 2. servicing 6 2. 1 duties of servicer 6 2. 2 liquidation of mortgage loans 8 2. 3 collection of mortgage loan payments 9 2. 4 establishment of and deposits to custodial account 9 2. 5 permitted withdrawals from custodial account 10 2. 6 establishment of and deposits to escrow account 10 2. 7 permitted withdrawals from escrow account 11 2. 8 protection of accounts 12 2. 9 maintenance of hazard insurance 12 2. 10 maintenance of mortgage impairment insurance 13 2. 11 maintenance of fidelity bond 13 2. 12 inspections 14 2. 13 restoration of mortgaged property 14 2. 14 title, management and disposition of reo property 14 2. 15 permitted withdrawals with respect to reo property 16 2. 16 real estate owned reports 16 3. payments to the company 16 3. 1 remittances 16 3. 2 statements to the company 16 4. general servicing procedures 17 4. 1 transfers of mortgaged property 17 4. 2 satisfaction of mortgages and release of mortgage files 18 4. 3 servicing compensation 18 4. 4 annual statement as to compliance 18 4. 5 annual independent chartered accountants servicing report 18 4. 6 right to examine servicer records 19 5. servicer to cooperate 19 5. 1 provision of information 19 6. termination 19 6. 1 agency suspension 19 6. 2 damages 19 6. 3 termination 19 6. 4 termination without cause 20 - i - - i - - i - 7. books and records 20 7. 1 possession of servicing files 20 8. indemnification and assignment 21 8. 1 indemnification 21 8. 2 limitation on liability of servicer and others 21 8. 3 limitation on registration and assignment by servicer 22 8. 4 assignment by the company 22 8. 5 merger or consolidation of the servicer 22 8. 6 successor to the servicer 23 9. representations, warranties and covenants of the company 24 9. 1 due organization and authority 24 9. 2 no conflicts 24 9. 3 ability to perform 24 9. 4 no litigation pending 24 9. 5 no consent required 25 10. representations and warranties of servicer 25 10. 1 qualification as a reit 25 10. 2 due organization and authority 25 10.
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exhibit 10. 7 transfer agent servicing agreement this agreement is made and entered into as of the 2nd day of january, 2015, by and between u. s. bancorp fund services, llc, a wisconsin limited liability company ( โ€œ fund services โ€ ) and etf managers group commodity trust i, a delaware statutory trust ( the โ€œ trust โ€ for itself and behalf of each of its series listed on appendix a to this agreement, ( each a โ€œ fund โ€ and collectively, the โ€œ funds โ€ ), and etf managers capital llc, the sponsor of the funds ( the โ€œ sponsor โ€ ). whereas, the sponsor has exclusive responsibility for the management and control of the business and affairs of the trust and each fund ; and whereas, the trust intends to issue in respect of its portfolios listed on exhibit a attached hereto ( each a โ€œ fund โ€ or an โ€œ etf series โ€ ) an exchange - traded class of shares known as โ€œ etf shares โ€ for each etf series. the etf shares shall be created in bundles called โ€œ creation units. โ€ the trust, on behalf of the etf series, shall create and redeem etf shares of each etf series only in creation units principally in kind for portfolio securities of the particular etf series ( โ€œ deposit securities โ€ ), as more fully described in the current prospectus and statement of additional information of the trust, included in its registration statement on form s - 1, no 333 - 199190 ; and as authorized under the order of exemption filed with the securities and exchange commission. only brokers or dealers that are โ€œ authorized participants โ€ and that have entered into an authorized participant agreement with the distributor, acting on behalf of the trust, shall be authorized to create and redeem etf shares in creation units from the trust. the trust wishes to engage fund services to perform certain services on behalf of the trust with respect to the creation and redemption of etf shares, as the trust โ€™ s agent, namely : to provide transfer agent services for etf shares of each etf series ; to act as index receipt agent ( as such term is defined in the rules of the national securities clearing corporation ) with respect to the settlement of trade orders with authorized participants ; and to provide custody services under the terms of the custody agreement, as supplemented hereby, for the settlement of creation units against deposit securities and / or cash that shall be delivered by authorized participants in exchange for etf shares and the redemption of etf shares in
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exhibit 10. 3 nissan - infiniti lt, as titling trust, nilt trust, as grantor and uti beneficiary, and nissan motor acceptance corporation, as servicer, 2017 - b subi servicing supplement dated as of october 10, 2017 table of contents page article seven definitions 1 section 7. 01 definitions 1 section 7. 02 interpretative provisions 2 article eight servicing of the 2017 - b leases and 2017 - b vehicles 2 section 8. 01 identification of 2017 - b leases and 2017 - b vehicles ; securitization value 2 section 8. 02 reallocation and repurchase of 2017 - b leases and 2017 - b vehicles ; purchase of matured vehicles ; lease pull - forwards 2 section 8. 03 collections and payment date advance reimbursement 4 section 8. 04 net deposits 6 section 8. 05 servicing compensation 6 section 8. 06 advances 6 section 8. 07 third party claims 7 section 8. 08 contingent and excess liability insurance policy 7 section 8. 09 reporting by the servicer ; delivery of certain documentation 8 section 8. 10 accountants โ€™ attestation 8 section 8. 11 servicer โ€™ s assessment report ; annual servicer โ€™ s compliance statement ; officer โ€™ s certificate ; administrative agent compensation 8 section 8. 12 servicer defaults ; termination of servicer 9 section 8. 13 servicer representations and warranties 12 section 8. 14 compliance with regulation ab 12 section 8. 15 possession of lease documents 12 section 8. 16 option to purchase the 2017 - b subi certificate 12 article nine miscellaneous 12 section 9. 01 termination of servicing supplement 12 section 9. 02 governing law 12 section 9. 03 amendment 12 section 9. 04 relationship of this 2017 - b servicing supplement to other trust documents 14 section 9. 05 binding effect 14 section 9. 06 table of contents and headings 14 section 9. 07 counterparts 14 section 9. 08 further assurances 14 section 9. 09 third - party beneficiaries 14 section 9. 10 no waiver ; cumulative remedies 14 section 9. 11 no petition 14 section 9. 12 no recourse 15 section 9. 13 notices 15 section 9. 14 compliance with eu retention rules 16 page article seven definitions 1 article seven definitions section 7. 01 definitions 1 section 7. 01 definitions section 7. 02 interpretative provisions 2 section 7. 02 interpretative provisions article eight servicing of the 2017 - b leases and 2017 - b vehicles 2 article eight servicing of the 2017
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exhibit 10. 15 ( b ) certain identified information has been excluded from this exhibit because it is not material and is of the type that the company treats as private or confidential. [ * * * ] indicates that information has been redacted. first amendment to amended and restated agreement for the purchasing and servicing of receivables first amendment to amended and restated agreement for the purchasing and servicing of receivables, dated as of february 19, 2021 ( this โ€œ amendment โ€ ), among ( i ) westrock company of texas, a georgia corporation, westrock converting, llc, a georgia limited liability company, westrock mill company, llc, a georgia limited liability company, westrock california, llc, a california limited liability company, westrock minnesota corporation, a delaware corporation, westrock - southern container, llc, a delaware limited liability company, westrock cp, llc, a delaware limited liability company, westrock - solvay, llc, a delaware limited liability company, westrock packaging systems, llc, a delaware limited liability company, westrock packaging, inc., a delaware corporation, westrock - graphics inc., a north carolina corporation, westrock consumer packaging group, llc, an illinois limited liability company, westrock box on demand, llc, a delaware limited liability company, westrock mwv, llc, a delaware limited liability company, westrock usc inc., a pennsylvania corporation, westrock paper and packaging, llc, a delaware limited liability company, westrock kraft paper, llc, a delaware limited liability company, westrock longview, llc, a washington limited liability company, westrock charleston kraft, llc, a delaware limited liability company, and westrock container, llc, a georgia limited liability company, as sellers ( each of which is referred to herein as a โ€œ seller, โ€ or together the โ€œ sellers โ€ ), westrock company of texas, a georgia corporation, westrock converting, llc, a georgia limited liability company, westrock mill company, llc, a georgia limited liability company, westrock california, llc, a california limited liability company, westrock minnesota corporation, a delaware corporation, westrock - southern container, llc, a delaware limited liability company, westrock cp, llc, a delaware limited liability company, westrock - solvay, llc, a delaware limited liability company, westrock packaging systems, llc, a delaware limited liability company, westrock packaging, inc., a delaware
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amended and restated receivables sale and servicing agreement dated as of september 25, 2020 by and among each of the entities party hereto from time to time as originators, rexnord funding llc, as buyer, and rexnord industries, llc, as servicer table of contents page article i definitions and interpretation......................................................... 1 section 1. 01. definitions....................................................................................................... 1 section 1. 02. rules of construction....................................................................................... 3 article ii transfers of receivables.................................................................... 3 section 2. 01. agreement to transfer...................................................................................
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exhibit 10. 3certain confidential information in this document, marked by [ * * * ], has been omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. contribution and servicing agreementdated as of march 30, 2022by and betweentrevena, inc., as contributor, andtrevena spv2 llc, as company exhibit 10. 3certain confidential information in this document, marked by [ * * * ], has been omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. exhibit 10. 3 certain confidential information in this document, marked by [ * * * ], has been omitted because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. contribution and servicing agreementdated as of march 30, 2022by and betweentrevena, inc., as contributor, andtrevena spv2 llc, as company contribution and servicing agreement dated as of march 30, 2022 by and between trevena, inc., as contributor, and trevena spv2 llc, as company table of contentspagearticle i definitions1section 1. 01 definitions1section 1. 02 rules of construction4article ii assignment of the transferred assets5section 2. 01 assignment of transferred assets on the effective date5section 2. 02 required financing statements ; marking of records ; licensee notice and instruction7section 2. 03general provisions regarding the transfer of the transferred assets7section 2. 04 intent8article iii representations and warranties8section 3. 01 representations and warranties of contributor8section 3. 02 survival of representations and warranties9article iv covenants of the contributor and company ; contributor event of default9section 4. 01 contributor covenants9section 4. 02 company covenants14section 4. 03 consequences of contributor event of default15article v servicing15section 5. 01 appointment of contributor15section 5. 02 certain contributor actions16section 5. 03 compliance with the loan agreement16section 5. 04 services as servicer17section 5. 05 replacement servicer19article vi termination ; survival20section 6. 01 termination20section 6. 02 effect of termination20section 6. 03 survival20article vii indemnification payments20section 7. 01 indemnification20article viii miscellaneous
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exhibit 10. 7 execution copy transfer and servicing agreement dated as of april 4, 2007 partridge acquired portfolio business trust among partridge funding corporation, as transferor, compucredit international acquisition corporation, as servicer, partridge acquired portfolio business trust, as issuer and deutsche bank trust company americas, as indenture trustee table of contents page - i - table of contents ( continued ) page article iv collections and allocations article v other matters relating to the transferor article vi other matters relating to the servicer article vii insolvency events article viii servicer defaults - ii - table of contents ( continued ) page article ix termination article x miscellaneous provisions - iii - transfer and servicing agreement, dated as of april 4, 2007, among partridge funding corporation, a nevada corporation, as transferor, compucredit international acquisition corporation, a nevada corporation, as servicer, partridge acquired portfolio business trust, a nevada business trust, as issuer, and deutsche bank trust company americas, a new york banking corporation, as indenture trustee. in consideration of the mutual agreements herein contained, each party agrees as follows for the benefit of the other parties, the noteholders, any o / c holder and any series enhancer to the extent provided herein, in the indenture and in any indenture supplement : article i definitions section 1. 01. definitions. whenever used in this agreement, the following words and phrases shall have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. โ€œ account โ€ shall mean each visaยฎ1 consumer revolving credit card account which is ( a ) in existence at the cut - off time and is identified in the account schedule, ( b ) each related account, or ( c ) each transferred account, but shall exclude, after the applicable removal date, any account in which all the receivables are reassigned to an account owner or a seller pursuant to a receivables purchase agreement. โ€œ account owner โ€ shall mean ( i ) prior to the conversion date, barclays bank plc and ( ii ) on and after the conversion date, raphaels bank or any other entity which is the owner or issuer of the credit card relating to an account pursuant to a credit card agreement. โ€œ account ownership agreement โ€ shall mean the account ownership agreement dated as of april 4
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exhibit 10. 2 nissan - infiniti lt llc, as titling company, nilt llc, as member, and nissan motor acceptance company llc, as servicer exhibit 10. 2 nissan - infiniti lt llc, as titling company, nilt llc, as member, and nissan motor acceptance company llc, as servicer 2022 - a series servicing supplement dated as of june 29, 2022
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exhibit 10. 29. 9 execution copy ditech pls advance trust ii, as issuerandwells fargo bank, n. a., as indenture trustee, calculation agent, paying agent and securities intermediaryandditech financial llc, as administrator and as servicerandbarclays bank plc, as administrative agent _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ series 2019 - vf1 indenture supplement dated and effective as of february 14, 2019toindenture dated as of february 9, 2018, and effective as of february 12, 2018advance receivables backed notes, series 2019 - vf1 ditech pls advance trust ii, as issuerandwells fargo bank, n. a., as indenture trustee, calculation agent, paying agent and securities intermediaryandditech financial llc, as administrator and as servicerandbarclays bank plc, as administrative agent _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ series 2019 - vf1 indenture supplement dated and effective as of february 14, 2019toindenture dated as of february 9, 2018, and effective as of february 12, 2018advance receivables backed notes, series 2019 - vf1 ditech pls advance trust ii, as issuerandwells fargo bank, n. a., as indenture trustee, calculation agent, paying agent and securities intermediaryandditech financial llc, as administrator and as servicerandbarclays bank plc, as administrative agent _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ series 2019 - vf1 indenture supplement dated and effective as of february 14, 2019toindenture dated as of february 9, 2018, and effective as of february 12, 2018advance receivables backed notes, series 2019 - vf1 ditech pls advance trust ii, as issuerandwells fargo bank, n. a., as indenture trustee, calculation agent, paying agent and securities intermediaryandditech financial llc, as administrator and as servicerandbarclays bank plc, as administrative agent _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ series 2019 - vf1 indenture supplement dated and effective as of february 14, 2019toindenture dated
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exhibit 4. 10 execution version agreement between noteholders dated as of january 30, 2020 by and between dbr investments co. limited ( initial note a - 1 - 1 holder ), dbr investments co. limited ( initial note a - 1 - 2 - a holder ), dbr investments co. limited ( initial note a - 1 - 2 - b holder ), dbr investments co. limited ( initial note a - 1 - 3 holder ), dbr investments co. limited ( initial note a - 1 - 4 holder ), bank of america, n. a. ( initial note a - 2 - a holder ) and bank of america, n. a. ( initial note a - 2 - b holder ) 560 mission street this agreement between noteholders ( โ€œ agreement โ€ ), dated as of january 30, 2020, is made by and between dbr investments co. limited ( โ€œ dbri โ€ and, together with its successors and assigns in interest, in its capacity as initial owner of note a - 1 - 1, the โ€œ initial note a - 1 - 1 holder โ€, and in its capacity as the initial agent, the โ€œ initial agent โ€ ), dbr investments co. limited ( and, together with its successors and assigns in interest, in its capacity as initial owner of note a - 1 - 2 - a, the โ€œ initial note a - 1 - 2 - a holder โ€ ), dbr investments co. limited ( and, together with its successors and assigns in interest, in its capacity as initial owner of note a - 1 - 2 - b, the โ€œ initial note a - 1 - 2 - b holder โ€ ), dbr investments co. limited ( and, together with its successors and assigns in interest, in its capacity as initial owner of note a - 1 - 3, the โ€œ initial note a - 1 - 3 holder โ€ ), dbr investments co. limited ( and, together with its successors and assigns in interest, in its capacity as initial owner of note a - 1 - 4, the โ€œ initial note a - 1 - 4 holder โ€ ), bank of america, n. a. ( โ€œ boa โ€ and, together with its successors and assigns in interest, in its capacity as initial owner of note a - 2 - a, in its capacity as initial owner of note a - 2 - a ( the โ€œ initial note a - 2 - a holder โ€ ), and bank of america, n. a
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exhibit 10. 6 the following are excerpts of the relevant servicing provisions of : mortgage loan purchase and servicing agreement this mortgage loan purchase and servicing agreement is made and entered into as of april 1, 1998 ( the โ€œ agreement โ€ ), between countrywide home loans, inc., a new york corporation, having an address at 4500 park granada, calabasas, california 91302 ( โ€œ countrywide โ€ ), and rwt holdings, inc., having an address at 591 redwood highway, suite 3140, mill valley, california 94941 ( โ€œ purchaser โ€ ). article i definitions unless the context requires otherwise, all capitalized terms used herein shall have the meanings assigned to such terms in this article i unless defined elsewhere herein. any capitalized term used or defined in a purchase confirmation that conflicts with the corresponding definition set forth herein shall supersede such term. adjustable rate mortgage loan : any mortgage loan in which the related mortgage note contains a provision whereby the mortgage interest rate is adjusted from time to time in accordance with the terms of such mortgage note. agency : either fnma or fhlmc. agreement : this mortgage loan purchase and servicing agreement including all amendments hereof and supplements hereto. 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 purchaser. balloon mortgage loan : any mortgage loan wherein the mortgage note matures prior to full amortization and requires a final and accelerated payment of principal. 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 california are authorized or obligated by law or executive order to be closed. cash liquidation : recovery of all cash proceeds by countrywide with respect to the termination of any defaulted mortgage loan other than a mortgage loan which became an reo property, including all pmi proceeds, other insurance proceeds, liquidation proceeds, condemnation proceeds and other payments or recoveries whether made at one time or over a period of time which countrywide deems to be finally recoverable, in connection with the sale or assignment of such mortgage loan, trustee โ€™ s sale, foreclosure sale or otherwise. closing : the consummation of the sale and purchase of each mortgage loan package. closing date : the date on
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exhibit 10. 36 tenth amendment to the 2002 amended servicing agreement this amendment ( โ€œ amendment โ€ ) is made this 22nd day of december, 2008 to that certain 2002 amended servicing agreement ( โ€œ agreement โ€ ) by and between boston service company, inc. ( โ€œ bsc โ€ ) and auto lenders liquidation center, inc. ( โ€œ auto lenders โ€ ). background bsc and auto lenders wish to amend the amended servicing agreement by changing language in the second amendment to the 2002 servicing agreement and inserting additional language to paragraph 4 โ€“ delivery & reconditioning of vehicles and by inserting the agreed upon servicing fee for calendar years 2009 - 2011 within paragraph 9. in determining the servicing fee for the calendar year 2011, the company opted to revise the agreed upon amounts for the calendar years 2009 and 2010. by agreeing to the revised amount for the next 36 months, the company took benefit of a present value discount of $ 540, 000. all other terms and conditions remain in full force and effect. change to fourth amendment to the amended servicing agreement amendment to paragraph 4 โ€“ delivery and reconditioning of vehicles the paragraph will limit the amount of reimbursed expense by bsc to auto lenders covering the period of 01 / 01 / 09 through 12 / 31 / 09 to $ 550, 000 per month. amendment to paragraph 9 โ€“ consideration this paragraph shall be amended as it pertains to the guarantee fees found under paragraph b ( iv ) in which the agreed upon guarantee fee for the calendar years 2009 - 2011 will appear as follows : the guarantee fee will be $ 385, 000 per month for the period 01 / 01 / 09 through 12 / 31 / 11. in witness whereof, bsc and auto lenders have caused this ninth amendment to the 2002 amended servicing agreement to be executed by their duly authorized corporate officers and their corporate seals to be affixed hereto the day and year written beneath their signatures below ; each intending this amendment shall become effective on the date first written above. / s / beverly shoemaker / s / michael wimmer / s / andrea szagala / s / charles r. dovico
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exhibit 10. 13 composite version reflects all amendments through august 20, 2008 cumulative conformed version sale and servicing agreement by and among cs funding vii depositor llc, as the seller capitalsource finance llc, as the originator and as the servicer each of the issuers from time to time party hereto, each of the liquidity banks from time to time party hereto citicorp north america, inc., as the administrative agent and wells fargo bank, national association, as the backup servicer and as the collateral custodian dated as of may 8, 2008 as amended by first amendment dated as of july 31, 2008 second amendment dated as of august 20, 2008 commercial loan - backed variable funding certificates exhibit 10. 13 composite version reflects all amendments through august 20, 2008 cumulative conformed version sale and servicing agreement by and among cs funding vii depositor llc, as the seller capitalsource finance llc, as the originator and as the servicer each of the issuers from time to time party hereto, each of the liquidity banks from time to time party hereto citicorp north america, inc., as the administrative agent and wells fargo bank, national association, as the backup servicer and as the collateral custodian dated as of may 8, 2008 as amended by first amendment dated as of july 31, 2008 second amendment dated as of august 20, 2008 commercial loan - backed variable funding certificates table of contents page article i definition 2 section 1. 1 certain defined terms 2 section 1. 2 other terms 54 section 1. 3 computation of time periods 54 section 1. 4 interpretation 54 article ii purchase of the variable funding certificates 55 section 2. 1 the variable funding certificates 55 section 2. 2 [ intentionally omitted ] 56 section 2. 3 procedures for advances 56 section 2. 4 reduction of the facility amount ; mandatory and optional repayments ; increase of commitment 57 section 2. 5 determination of interest 58 section 2. 6 percentage evidenced by each variable funding certificate 58 section 2. 7 [ reserved ] 59 section 2. 8 notations on variable funding certificates 59 section 2. 9 settlement procedures during the revolving period 59 section 2. 10 settlement procedures during the amortization period 61 section 2. 11 collections and allocations 62 section 2. 12 payments, computations, etc 62 section 2. 13 mandatory repurchase 63 section 2. 14 fees 63 section 2. 15 increased costs ; capital adequacy ; illegality 64 section
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exhibit 10. 2 servicing agreement this servicing agreement is made and entered into by and among remark media. inc. ( โ€œ remark โ€ ), on the one hand, and bombo sports & entertainment, llc ( โ€œ bombo โ€ ), on the other hand. remark and bombo are referred to collectively as the โ€œ parties โ€ and singularly as a โ€œ party. โ€ recitals whereas, the parties wish to enter into an agreement effective as of the last date of the signatures by the parties below ( the โ€œ effective date โ€ ) pursuant to which each party agrees to provide certain services to the other in accordance with the terms set forth below ; now, therefore, in consideration of the mutual promises and covenants contained herein, the parties enter into this servicing agreement on the terms set forth below. terms of agreement 1. for a period of two years from the effective date of this servicing agreement, bombo will loan to remark the services of robert s. potter ( โ€œ potter โ€ ), for up to 100 hours each year. the services will not include the production of films. bombo will not present itself to any third party as remark โ€™ s agent or representative, unless requested to do so, in writing, by remark, nor will bombo permit potter to do so. 1 2. for a period of two years from the effective date of this servicing agreement, remark may, at its option, engage bombo at bombo โ€™ s cost to produce a total of four one - hour length projects. for purposes of this paragraph, โ€œ bombo โ€™ s cost โ€ shall include only costs that are specific to a project for which it is engaged and shall not include any general and administrative expenses ( โ€œ g & a โ€ ) of bombo. 3. for a period of five years from the effective date of this servicing agreement, and subject to bombo โ€™ s written approval of any license or other similar agreement governing remark โ€™ s exploitation ( such approval not to be unreasonably withheld ), remark will have the exclusive right in china, brunei, cambodia, indonesia, laos, malaysia, myanmar, philippines, singapore, thailand, vietnam, east timor, hong kong, macau, japan, south korea, australia, federated states of micronesia, kiribati, nauru, new zealand, samoa, solomon islands, palau, papua new guinea, marshall islands, vanuatu, tonga, tuvalu, american samoa, fiji, guam, mongolia, northern
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exhibit 10. 25 indemnification agreement this indemnification agreement ( the โ€œ agreement โ€ ) is made as of the _ _ _ _ _ day of _ _ _ _ _, 201 _ _ _ _ _ by and between broadview networks holdings, inc., a delaware corporation ( the โ€œ company โ€ ), and ( the โ€œ indemnitee โ€ ). whereas, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time - consuming litigation relating to, among other things, matters that traditionally would have been brought only against the company or business enterprise itself ; whereas, highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the corporation ; whereas, the board of directors of the company ( the โ€œ board of directors โ€ ) has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the company โ€™ s stockholders and that the company should act to assure such persons that there will be increased certainty of such protection in the future ; whereas, it is reasonable, prudent and necessary for the company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the company free from undue concern that they will not be so indemnified ; whereas, although the amended and restated certificate of incorporation of the company ( the โ€œ certificate โ€ ) and the amended and restated bylaws of the company ( the โ€œ bylaws โ€ ) require indemnification of the officers and directors of the company under the circumstances specified therein, and indemnitee may also be entitled to indemnification pursuant to the general corporation law of the state of delaware ( โ€œ dgcl โ€ ), the certificate, the bylaws and the dgcl expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the company and members of the board of directors, officers and other persons with respect to indemnification, including, but not limited to, an insurance policy or policies providing liability insurance for a director, officer
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execution copy chase mortgage finance corporation, depositor, jpmorgan chase bank, n. a., servicer, jpmorgan chase bank, n. a., custodian and the bank of new york trust company, n. a., trustee and paying agent pooling and servicing agreement dated as of november 1, 2007 $ 1, 245, 527, 882 multi - class mortgage pass - through certificates series 2007 - s6 execution copy chase mortgage finance corporation, depositor, jpmorgan chase bank, n. a., servicer, jpmorgan chase bank, n. a., custodian and the bank of new york trust company, n. a., trustee and paying agent pooling and servicing agreement dated as of november 1, 2007 $ 1, 245, 527, 882 multi - class mortgage pass - through certificates series 2007 - s6 article i definitions 1 article ii conveyance of mortgage loans ; trust fund 44 section 2. 01 conveyance of mortgage loans 44 section 2. 02 acceptance by trustee 48 section 2. 03 trust fund ; authentication of certificates 49 section 2. 04 remic elections 49 section 2. 05 permitted activities of trust 56 section 2. 06 qualifying special purpose entity 56 article iii representations and warranties of the depositor and the servicer ; repurchase of mortgage loans 56 section 3. 01 representations and warranties of the depositor with respect to the mortgage loans 56 section 3. 02 representations and warranties of the servicer 64 section 3. 03 option to substitute 64 article iv the certificates 65 section 4. 01 the certificates 65 section 4. 02 registration of transfer and exchange of certificates 68 section 4. 03 mutilated, destroyed, lost or stolen certificates 72 section 4. 04 persons deemed owners 72 section 4. 05 appointment of paying agent and certificate registrar ; certificate account 72 section 4. 06 authenticating agents 73 article v administration and servicing of mortgage loans 74 section 5. 01 servicer to service mortgage loans 74 section 5. 02 sub - servicing agreements between servicer and sub - servicers ; enforcement of sub - servicer โ€™ s obligations 75 section 5. 03 successor sub - servicers 75 section 5. 04 liability of the servicer 75 section 5. 05 no contractual relationship between sub - servicer and trustee or certificateholders 76 section 5. 06 termination of sub - servicing agreement 76 section 5. 07 collection of mortgage loan payments 76 section 5. 08 establishment of collection account
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leaf equipment leasing income fund iii, l. p. by : leaf asset management, llc, its general partner by : name : crit dement title : ceo by : leaf asset management, llc, its general partner by : name : crit dement title : ceo leaf funding, inc. by : name : miles herman title : president and coo by : leaf financial corporation by : name : miles herman title : president and coo by : name : miles herman title : president and coo
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exhibit 10. 12 promissory note references in the boxes above are for lenders use only and do not limit the applicability of this document to any particular loan or item. an item above containing " * * * " has been omitted due to text length limitations. borrower : investors title company lender : first - citizens bank & trust 121 n. columbia st. durham main office chapel hill, nc # # # - # # # - # # # # c / o loan servicing department dac20 p. o. box 26592 raleigh, nc 27611 - 6592 borrower : investors title company lender : first - citizens bank & trust 121 n. columbia st. durham main office chapel hill, nc # # # - # # # - # # # # c / o loan servicing department dac20 p. o. box 26592 raleigh, nc 27611 - 6592 borrower : investors title company lender : first - citizens bank & trust 121 n. columbia st. durham main office chapel hill, nc # # # - # # # - # # # # c / o loan servicing department dac20 p. o. box 26592 raleigh, nc 27611 - 6592 borrower : borrower : investors title company investors title company lender : lender : first - citizens bank & trust first - citizens bank & trust 121 n. columbia st. 121 n. columbia st. durham main office durham main office chapel hill, nc # # # - # # # - # # # # chapel hill, nc # # # - # # # - # # # # c / o loan servicing department dac20 c / o loan servicing department dac20 p. o. box 26592 p. o. box 26592 raleigh, nc 27611 - 6592 raleigh, nc 27611 - 6592 principal amount : $ 6, 000, 000. 00 date of note : october 27, 2016 promise to pay. investors title company ( " borrower " ) promises to pay to first - citizens bank & trust company ( " lender " ), or order, in lawful money of the united states of america, the principal amount of six million & 00 / 100 dollars ( $ 6, 000, 000. 00 ), together with interest on the unpaid principal balance from october 27, 2016, until paid in full. payment. borrower will pay this loan in
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exhibit 10. 41 2010 amended and restated servicing agreement this 2010 amended and restated servicing agreement ( the โ€œ agreement โ€ ), signed by the parties on the dates indicated by their signatures below but effective as of december 22, 2010 is by and between auto lenders liquidation center, inc. ( hereinafter referred to as โ€œ auto lenders โ€ ), a new jersey corporation ; boston service company, inc. doing business as hann financial service corp. ( hereinafter referred to as โ€œ hann โ€ ), a new jersey corporation ; susquehanna auto lease exchange, llc, a delaware limited liability company ( โ€œ sale โ€ ) ; and sale nyc, llc, a delaware limited liability company ( โ€œ sale nyc โ€ ). background auto lenders is in the business of providing services to lenders who acquire motor vehicles ( the โ€œ vehicles โ€ ) upon termination of lease contracts or upon repossession under installment sales contracts. auto lenders reconditions vehicles and sells and leases them at retail to the general public or sells them at wholesale at public or private auctions ( the โ€œ service โ€ ). the service enables lenders and lessors to maximize remarketing and resale gains, minimize remarketing and resale losses and do so while reducing the costs normally incurred by lenders and lessors in the disposition of vehicles. auto lenders initially agreed to provide the service to hann on an exclusive basis pursuant to the terms and conditions of a servicing agreement between the parties dated february 1, 2000, the amended servicing agreement dated september 1, 2000 and the 2002 amended servicing agreement dated january 1, 2002. with the consent of auto lenders, hann assigned certain of its rights, title and obligations under the 2002 amended and restated servicing agreement, as amended prior to the date hereof, with respect to identified leased vehicles to each of sale and sale nyc prior to the date of this agreement. hann offers a retail automobile leasing program ( the โ€œ program โ€ ). under the program, hann purchases vehicles from automobile dealers on behalf of hann auto trust, a delaware statutory trust ( the โ€œ origination trust โ€ ), arranges leases of the vehicles, assigns interests in the leases to participating lenders ( the โ€œ lenders โ€ ), services the leases, and, utilizing the service, arranges for disposal of the leased vehicles by auto lenders after termination of the leases. pursuant to the terms and provisions of this agreement, auto lend
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exhibit 10. 11 ( a ) schedule a to the servicing agreement amended march 1, 2009 hennessy cornerstone growth fund, series ii ( f / k / a the henlopen fund ) hennessy select large value fund hennessy cornerstone large growth fund
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exhibit 10. 2 form of lender * registration agreement ( loan commitment, sale and servicing agreement ) * note : your role as a prosper โ€œ lender โ€ is that of a loan purchaser, and your rights and obligations as a purchaser or prospective purchaser of prosper loans are set forth below. although you are referred to in this agreement and on the prosper website as a โ€œ lender, โ€ you are not actually lending your money directly to prosper borrowers, but are, instead, making loan purchase commitments and purchasing promissory notes representing loans made by prosper to borrowers. all loans originated through prosper are made to borrowers by prosper marketplace, inc. from its own funds, and then sold and assigned by prosper to the winning bidder or bidders on the listing without recourse to prosper. prosper is the originating lender for licensing and regulatory reasons and is licensed in all states where licensing is required given prosper โ€™ s current lending criteria, which may change from time to time in its discretion. prosper uses the term โ€œ lender โ€ instead of โ€œ loan purchaser โ€ for the sake of brevity and simplicity. this lender registration agreement is made and entered into between you and prosper marketplace, inc. ( โ€œ prosper โ€ ). 1. registration as a prosper lender. you are registering as a lender in the prosper marketplace, so that you may be eligible to post bids on the prosper website and purchase promissory notes evidencing loans made by prosper following the matching of your bids with listings ( collectively โ€œ notes โ€ ). you agree to comply with the terms and provisions of this agreement, the terms of use of the prosper website, and the policies posted on the prosper website ( the โ€œ prosper policies โ€ ), as may be amended from time to time by prosper in its sole discretion ( collectively, the โ€œ prosper terms and conditions โ€ ). 2. posting of bids. upon registration, you may post bids on borrower listings on the prosper website. โ€œ listings โ€ are prosper borrowers โ€™ loan requests that are displayed on the prosper website along with desired loan amount, offered interest rate, borrower credit grade, non - housing debt - to - income ratio, and other credit information from the borrower โ€™ s credit report, and group affiliation ( if any ). listings also display the borrower โ€™
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exhibit 10. 62 intercreditor and servicing agreement this intercreditor and servicing agreement ( this โ€œ agreement โ€ ) dated as of the 15th day of august, 2007 by and between wachovia bank, national association, having an address at 301 south college street โ€“ nc0166, charlotte, north carolina # # # - # # # - # # # # ( โ€œ initial lead lender โ€ ), and mw1 - 2002, llc, having an address at 301 south college street โ€“ nc0166, charlotte, north carolina # # # - # # # - # # # # ( โ€œ initial co - lender โ€ ). recitals : a. initial lead lender originated that certain loan in the original principal sum of $ 157, 00, 000. 00 ( the โ€œ loan โ€ ) to utc properties llc, a delaware limited liability company ( the โ€œ borrower โ€ ), which is secured, inter alia, by that certain open - end fee and leasehold mortgage, security agreement and fixture filing ( as amended, modified or supplemented, the โ€œ mortgage โ€ ), dated march 29, 2007, on certain parcels of real property contained in exhibit c attached hereto ( the โ€œ property โ€ ) ; b. the mortgage secures two ( 2 ) separate and distinct obligations represented by that certain promissory note a in the original principal amount of $ 137, 000, 000 ( together with any and all renewals, amendments, modifications, consolidations and extensions thereof, โ€œ note a โ€ ) and that certain promissory note b in the maximum principal sum of $ 20, 000, 000 ( together with any and all renewals, amendments, modifications, consolidations and extensions thereof, โ€œ note b โ€ and together with note a, collectively, the โ€œ promissory note โ€ ). c. the portion of the loan evidenced by note a is identified as โ€œ loan a โ€ and the portion of the loan evidenced by note b is identified as โ€œ loan b โ€ and which, together with loan a, is collectively referred to as the โ€œ loan โ€. d. the promissory note is secured, inter alia, by the mortgage. all documents evidencing or securing the loan ( including, without limitation, the mortgage and the promissory note ) shall be collectively referred to herein as the โ€œ loan documents. โ€ e. capitalized terms not specifically defined herein shall have the meanings ascribed thereto in the mortgage, and
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exhibit a [ reserved ] exhibit b [ reserved ] exhibit c [ reserved ] exhibit d [ reserved ] exhibit e [ reserved ] exhibit f servicing criteria the assessment of compliance to be delivered by wells fargo bank, n. a. ( โ€œ wells fargo โ€ ), in its capacities as master servicer, securities administrator and as custodian, shall address, at a minimum, the criteria identified below as โ€œ applicable servicing criteria โ€ : servicing criteria applicable servicing criteria for wells fargo reference criteria general servicing considerations 1122 ( d ) ( 1 ) ( i ) policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. x 1122 ( d ) ( 1 ) ( ii ) if any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party โ€™ s performance and compliance with such servicing activities. x 1122 ( d ) ( 1 ) ( iii ) any requirements in the transaction agreements to maintain a back - up servicer for the mortgage loans are maintained. 1122 ( d ) ( 1 ) ( iv ) a fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. x cash collection and administration 1122 ( d ) ( 2 ) ( i ) payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. x 1122 ( d ) ( 2 ) ( ii ) disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. x 1122 ( d ) ( 2 ) ( iii ) advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. x 1122 ( d ) ( 2 ) ( iv ) the related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained ( e. g., with respect to commingling of cash ) as set forth in the transaction agreements. x 1122 ( d ) ( 2 ) ( v ) each custodial account is maintained at a federally insured depository
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( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 11 ) ( 12 ) ( 13 ) ( 14 ) ( 15 ) ( 16 ) ( 17 ) seller : southland bank by : name : title :
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exhibit 10. 6 400 east jamie court. suite 102 south san francisco, ca 94080 phone ( 650 ) 741 ยท 0900 fax ( 650 ) 741 ยท 0901 myokardia. com october 20, 2014 steven chan dear steven, we are pleased to offer you the position of vice president, corporate controller with myokardia, inc. your compensation will be $ 9, 166. 67, semi - monthly, which is equal to $ 220, 000. 00 annualized, payable in accordance with the company โ€™ s standard payroll schedule. this position will report to jake bauer, vice president, business development and business operations. this is a full - time position. while you render services to the company, you will not engage in any other employment, consulting or other business activity ( whether full - time or part - time ) that would create a conflict of interest with the company. by signing this letter, you confirm to the company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the company. cash compensation : this salary will be subject to adjustment pursuant to the company โ€™ s employee compensation policies in effect from time to time. in addition, the company has recently implemented a performance - based variable cash bonus program. subject to an acceptable level of corporate performance, the board of directors may approve payment of performance bonuses after the first of the year. if bonuses are paid, your target percentage will be 25 % of your salary as the basis for calculating your bonus. your actual bonus will depend on your own and the company โ€™ s performance for the year just completed. bonuses will be pro - rated for partial years of service. employee benefits : as a regular employee of the company, you will be eligible to participate in a number or company - sponsored benefits. in addition, you will be entitled to 20 days of paid time off in accordance with the company โ€™ s policy. a full list of company benefit can be found online at https : / / pcms. plansource. com. stock options : subject to the approval of the company โ€™ s board of directors or its compensation committee, you will be granted an option to purchase 150, 000 shares of the company โ€™ s common stock. the board of directors or the compensation committee will determine the exercise price per share when the option is granted. the option will be subject to the terms and conditions applicable to options granted under the company โ€™ s stock plan ( the โ€œ
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exhibit 10. 3 confidentiality and inventions agreement this confidentiality and inventions agreement ( this " agreement " ), by and between array biopharma inc., a delaware corporation ( the " company " ), and victor sandor, m. d, an individual ( " employee " ), is executed to be effective as of the " effective date " set forth in section 3 ( j ) below. as a condition to, and in consideration of employee's employment or continued employment ( as the case may be ) with the company, and in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows : 1. protection of trade secrets and confidential information. ( a ) definition of " confidential information. " as used in this agreement, the term " confidential information " shall include all information concerning or arising from the company's business, including, without limitation, trade secrets used or developed by the company in connection with its business ; information concerning the manner and details of the company's operation, organization and management ; financial information and / or documents and nonpublic policies, procedures and other printed or written material generated or used in connection with the company's business ; the company's business plans and strategies ; the identities of the company's customers and the specific individual customer representatives with whom the company works and details of the company's relationship with such customers and customer representatives ; the identities of other persons or companies utilized in the company's business and details of the company's relationship with such persons or companies ; the nature of fees and charges made to the company's customers ; nonpublic forms, contracts and other documents used in the company's business ; the nature and content of computer software used in the company's business, whether proprietary to the company or used by the company under license from a third party ; and / or other information concerning know - how, research, inventions, copyrights, trademarks, patent applications, patents, processes, designs, technical specifications, methods, concepts, prospects, customers, employees, contractors, earnings, products, services, formulas, compositions, machines, equipment, systems, and / or prospective and executed contracts and other business arrangements. as used in this agreement, " company " includes any direct or indirect subsidiary or affiliate of the company. confidential information under this agreement shall not include
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exhibit 10. 2 amendment nยฐ 4 to the full scale system development contract no. is - 10 - 021 between iridium satellite llc and thales alenia space france for the iridium next system confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to a confidentiality request. omissions are designated [ * * * ]. a complete version of this exhibit has been filed separately with the securities and exchange commission. preamble this amendment nยฐ 4 ( the โ€œ amendment โ€ ) to the full scale system development contract no. is - 10 - 021 signed on june 1, 2010 between iridium satellite llc and thales alenia space france for the iridium next system, as amended, ( the โ€œ contract โ€ ) is entered into on this 29th day of april, 2011 by and between thales alenia space france, a company organized and existing under the laws of france, having its registered office at 26 avenue jean francois champollion 31100 toulouse โ€“ france ( โ€œ contractor โ€ ), and iridium satellite llc, a limited liability company organized under the laws of delaware, having an office at 1750 tysons boulevard, suite 1400, mclean, va 22102 โ€” usa ( โ€œ purchaser โ€ ). recitals whereas, article 35. 5 ( iii ) of the contact requires contractor to provide purchaser firm fixed pricing for the production and storage, as a kit, of key components, parts, assemblies and other materials necessary to manufacture and deliver additional satellite ( s ) in accordance with the sow ( โ€œ satellite kitting โ€ ) ; and whereas, the parties now desire to amend article 35. 5 and exhibit d of the contract in accordance with the terms and conditions as specified herein to incorporate firm fixed pricing for satellite kitting and, as applicable, satellite completion ; now, therefore, in consideration of the premises and for good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, and intending to be legally bound, the parties hereby agree as follows : article 1 : capitalized terms used but not defined in this amendment shall have the meanings ascribed thereto in the contract or any amendments thereto, as the case may be. article 2 : article 35. 5 of the contract is hereby deleted and replaced in its entirety by the following : โ€œ purchaser may exercise clin 003a by providing written notice to contractor for the production and storage
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exhibit 10. 13 non - solicitation and confidentiality agreement 1. parties. this non - solicitation and confidentiality agreement ( the โ€œ agreement โ€ ) is entered into by pulaski financial corp., its present and future subsidiaries, affiliates, and assigns ( collectively hereinafter โ€œ employer โ€ ) and _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ( hereinafter โ€œ employee โ€ ). in consideration of the granting of stock option awards to employee for shares of stock in pulaski financial by the board of directors of pulaski financial, pursuant to the recommendation of the compensation committee at its meeting on november 30, 2007, and employee โ€™ s employment or continued employment by the employer, access to some of employer โ€™ s confidential information, and other good and sufficient consideration, receipt of which is hereby acknowledged, the employee agrees to the terms of this agreement. 2. employee acknowledgment. employee acknowledges that employer โ€™ s relationships with its customers, employees and other business associations are among employer โ€™ s most important assets, and that developing, maintaining and continuing these relationships is one of employer โ€™ s highest priorities. employee further understands that he or she will be relied upon to develop and maintain the goodwill of these relationships on behalf of the employer throughout the course of the employment relationship. employee further acknowledges and agrees that the restrictions in this agreement are reasonable to protect employer โ€™ s rights under this agreement and to safeguard the company โ€™ s confidential information and aforementioned relationships. 3. non - solicitation of referral sources and customers of employer. during employee โ€™ s employment with employer and, if employee terminates his / her employment with employer for any reason, or if employer terminates employee โ€™ s employment for cause, for a period of one ( 1 ) year after the date of such termination ( the โ€œ termination date โ€ ), employee agrees that he or she will not, directly or indirectly, by any means or device whatsoever, for any person, business or entity in competition with or providing the same services as employer, call upon, solicit, divert, or accept business from any customers of employer who were customers of employer at any time during the one year period preceding employee โ€™ s termination date, and with which employee had contact during his or her employment with employer or about which employee became aware during employee โ€™ s employment with employer. 4. non - solicitation of employees. during employee โ€™ s employment with employer
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exhibit 10. 9 employee confidentiality agreement this employee confidentiality agreement ( " agreement " ) is made as of may 17, 2010 ( the " effective date " ) by and between victoria industries, inc., a nevada corporation ( to be named as motor sport country club holdings, inc. ) ( " party - 1 " ) and robert a. newson, an individual ( " party - 2 " ), and party - 2 is employed by party - 1 in the following role : ( president and chief operating officer ) ( the " business purpose " ). in the course of that employment regarding the business purpose, party - 1 may disclose to party - 2 certain confidential information ( as that term is later defined ). by virtue of this agreement, each party wishes to protect the confidentiality of such confidential information. party - 1 and party - 2 therefore agree as follows : 1. definitions. ( a ) " confidential information " means private or confidential information, data or materials of party - 1, and all such private or confidential information, data or materials must be marked as " confidential " or " proprietary " to the disclosing party, however, for oral disclosures of information, data or materials, the disclosing party may describe the disclosure within twenty ( 20 ) days thereafter in a written notice provided to contractor, referencing the time, date, and receiving individuals for the disclosure, at which point such described information, data or materials become confidential information of the disclosing party on a going forward basis from the date of receiving party's receipt of such letter. ( b ) " government authority " means any governmental authority or court, tribunal, agency, department, commission, arbitrator, board, bureau, or instrumentality of the united states of america or any other country or territory, or domestic or foreign state, prefecture, province, commonwealth, city, county, municipality, territory, protectorate or possession. ( c ) " law " means all laws, statutes, ordinances, codes, regulations and other pronouncements having the effect of law of any government authority. 2. employment. ( a ) no employment agreement. party - 2 acknowledges and agrees that employment with party - 1 is on an at - will basis, and either party - 1 or party - 2 may terminate the employment relationship at any time, for convenience, for any reason or no reason, and with or without cause. this agreement is not an employment agreement and is concerned only with
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exhibit 10. 1 confidentiality and non - competition agreement this confidentiality and non - competition agreement ( โ€œ agreement โ€ ) is made and entered into as of the 23rd day of april, 2009 ( the โ€œ effective date โ€ ) by and between continental airlines, inc., a delaware corporation, ( โ€œ company โ€ ) and jeffery a. smisek ( โ€œ executive โ€ ). company and executive may sometimes be referred to herein collectively as the โ€œ parties โ€ and individually as a โ€œ party. โ€ recitals : whereas, company has entered into framework agreements with united, lufthansa and air canada, pursuant to which company plans to develop an extensive alliance relationship ; whereas, company has received tentative approval of its application with the u. s. department of transportation ( โ€œ dot โ€ ) for approval to join united and a group of eight other carriers within the star alliance that already hold antitrust immunity and final approval by the dot would enable company and the immunized star alliance carriers to work closely together to deliver highly competitive international flight schedules, fares and service ; whereas, company, united, lufthansa and air canada additionally have requested dot approval to establish a trans - atlantic joint venture to create a more efficient and comprehensive trans - atlantic network ( together with the framework agreements and the antitrust immunity, โ€œ project star alliance โ€ ) ; whereas, project star alliance will involve highly confidential negotiations that could be disrupted should there be any distribution outside of company of confidential information pertaining to these negotiations ; whereas, company anticipates that as a result of project star alliance and upon receipt of final antitrust immunity from dot, company will generate, distribute within the alliance and receive competitively sensitive and highly confidential information, including information from allied entities, and such information will necessarily require protection from disclosure for both business purposes and compliance with legal agreements ; whereas, it is the intention of company to involve executive in project star alliance, and in the management and performance evaluation of any resulting alliances ; whereas, in conjunction with executive โ€™ s involvement in project star alliance and the management and performance evaluation of any resulting alliances, company will provide executive with highly confidential information that must be protected from unauthorized distribution outside company ; whereas, it is important and necessary to the company โ€™ s legitimate business interests that the confidential information to be provided to executive by company in relation to project star alliance and management of any resulting alliances is protected and not to be distributed publicly. agreement : now, therefore, company and executive agree as follows
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exhibit 10. 28 october 21, 2011 mary j. cullinane 44 gramercy park, north, apt. 4e new york, ny 10010 mary, this letter is to confirm our offer of employment for the role of svp corporate & social responsibility reporting to linda zecher, ceo / president of houghton mifflin harcourt. this offer and enclosures summarize your compensation and benefits and contains important information regarding your status as an employee of houghton mifflin harcourt. your employment period will begin on january 2, 2012. your compensation will include your biweekly salary of $ 8, 654. 84 or $ 225, 000 annualized, subject to applicable payroll taxes and withholdings. effective with the 2012 calendar year, you will be eligible to earn up to $ 150, 000 in incentive based compensation for an annual total cash compensation opportunity of $ 375, 000. the payout of this incentive will be based on the achievement of individual performance metrics and overall company performance. as an executive of hmh, you will also be eligible to participate in the hmh long - term incentive program in accordance with the program guidelines. please note that you will be required to sign a non - compete agreement in order to participate in the lti. you will relocate to boston, ma within the next 12 months and will be eligible to receive relocation benefits including the transfer of goods from new york, n. y. to boston, ma. as well as temporary housing for up to 90 days and the reimbursement of normal and customary out - of - pocket expenses as outlined in the hmh relocation policy. you will be required to travel domestically and internationally on a regular basis. all travel related expenses will be reimbursed in accordance with company expense guidelines. you will be eligible for up to 20 vacation days annually. vacation time is accrued on a daily basis. for a calculation of the exact amount of time you are eligible for this year, please refer to the hmh employee guide or contact your hr business partner. in addition, you are eligible for company paid holidays and occasional absence days as described in the employee guide. according to the terms of our current policy, your performance will be reviewed in 2012. hmh offers employee health care coverage and the opportunity to participate in a 401k plan. if you choose to enroll in the plan, health coverage will commence on the first of the month, following 30 days from your start date. in order
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exhibit 10. 1 november 13, 2012 personal and confidential lawrence p. molloy petsmart, inc. 19601 north 27th avenue phoenix, arizona 85027 dear chip : this letter agreement ( โ€œ agreement โ€ ) sets forth the terms and conditions of the package we are offering you to retain and reward your services until you leave petsmart. this offer will expire twenty one ( 21 ) calendar days from the letter date above. 1. resignation. you agree that your last day as an executive officer of petsmart, inc. and any of its affiliated entities ( collectively the โ€œ company โ€ or โ€œ petsmart โ€ ) will be june 30, 2013 ( the โ€œ transition date โ€ ). you also agree to voluntarily resign from any position you may hold with the company and its affiliates and subsidiaries effective as of the close of business on march 31, 2014 ( the โ€œ separation date โ€ ). you agree to sign a resignation letter substantially in the form attached hereto as exhibit d and exhibit e respectively, on each of the transition date and the separation date. 2. transition. in order to allow for an orderly transition of your duties, you agree to continue your employment with the company as executive vice president and chief financial officer through the transition date. during this period you may choose to work from home on fridays. after the transition date and through the separation date ( the โ€œ transition period โ€ ), you will continue your employment with the company as a special advisor to the chief executive officer. assigned activities will be directed by the chief executive officer and are expected to include, among other things, providing input on required filings with the united states securities and exchange commission ( the โ€œ sec โ€ ) that are anticipated up until the separation date. you will also provide guidance and transition assistance as requested by the company when the company chooses to hire a new chief financial officer, which may occur at any time prior to the separation date. routine contacts and schedules during the transition period will be mutually agreed upon between you and the chief executive officer. 3. benefits and compensation. except as otherwise provided in this agreement, you will continue to participate in the employee benefit plans maintained by the company during the remainder of your employment in accordance with the applicable terms of each plan. you will cease to participate in such plans effective with the separation date or such earlier date as provided in the applicable employee benefit plan. in the event you terminate your employment before the transition date or separation date, as applicable, the benefits, compensation and other
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confidentiality and non - competition agreement party a : xi โ€™ an baorun industrial development co., ltd. address : room 10720, dongxin century plaza, no. 7, huoju road, xi โ€™ an legal representative : gao xincheng party b : li gaihong id / passport number : 610528197706072022 address : in consideration of party b's employment or continued employment with party a, and the compensation now and hereafter paid to party b by party a, the parties hereby agree to enter into this agreement. for the purposes of this agreement, " group " means party a and any entity which is established by party a for the time being and from time to time, the holding company, parent or subsidiary or affiliate of party a, or any subsidiary or office of the holding company of party a. 1. 1. 2. 2. 3. 3. confidential information in this agreement includes : 3. 1 3. 1 confidential 1 1 1 3. 2 3. 2 4. 4. 4. 1 4. 1 4. 2 4. 2 4. 3 4. 3 5. 5. 5. 1 5. 1 confidential 2 2 2 5. 2 5. 2 5. 3 5. 3 5. 4 5. 4 6. 6. 6. 1 6. 1 6. 2 6. 2 confidential 3 3 3 6. 3 6. 3 6. 4 6. 4 6. 5 6. 5 7. 7. confidential 4 4 4 8. 8. 8. 1 8. 1 8. 2 8. 2 8. 3 8. 3 confidential 5 5 5 8. 4 8. 4 9. 9. 10. 10. 11. 11. 12. 12. confidential 6 6 6 13. 13. 14. 14. 15. 15. 16. 16. 16. 1 16. 1 16. 2 16. 2 17. 17. 17. 1 17. 1 17. 2 17. 2 confidential 7 7 7 17. 3 17. 3 17. 4 17. 4 17. 5 17. 5 confidential 8 8 8 party a : xi โ€™ an baorun industrial development co., ltd. name : gao xincheng by : by : / s / gao xincheng party b : li gaihong by : by : / s / li gaihong confidential 9 9 9 exhibit a xi โ€™ an baorun industrial development co.
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exhibit 10. 3 certain identified information marked with brackets and asterisks ( [ * * ] ) has been excluded from this exhibit because it is both material and would be competitively harmful if disclosed. decommissioning services agreement by and between duke energy florida, llc, as company and adp cr3, llc, as contractor and adp sf1, llc, as buyer dated as of may 29, 2019 table of contents page article 1definitions ; interpretation ; effectiveness 2 article 1 article 1 definitions ; interpretation ; effectiveness 2 definitions ; interpretation ; effectiveness 2 1. 1definitions 2 1. 1 1. 1 definitions 2 definitions 2 1. 2certain interpretive matters 20 1. 2 1. 2 certain interpretive matters 20 certain interpretive matters 20 1. 3effectiveness ; survival 21 1. 3 1. 3 effectiveness ; survival 21 effectiveness ; survival 21 article 2representations and warranties 21 article 2 article 2 representations and warranties 21 representations and warranties 21 2. 1contractor and buyer representations and warranties 21 2. 1 2. 1 contractor and buyer representations and warranties 21 contractor and buyer representations and warranties 21 2. 2company representations and warranties 22 2. 2 2. 2 company representations and warranties 22 company representations and warranties 22 article 3pre - closing covenants of the parties 26 article 3 article 3 pre - closing covenants of the parties 26 pre - closing covenants of the parties 26 3. 1company โ€™ s conduct of business relating to the assets and the cr - 3 3. 1 3. 1 company โ€™ s conduct of business relating to the assets and the cr - 3 company โ€™ s conduct of business relating to the assets and the cr - 3 facility 26 3. 2contractor โ€™ s conduct of business 28 3. 2 3. 2 contractor โ€™ s conduct of business 28 contractor โ€™ s conduct of business 28 3. 3further assurances 28 3. 3 3. 3 further assurances 28 further assurances 28 3. 4consents and approvals 28 3. 4 3. 4 consents and approvals 28 consents and approvals 28 3. 5notice of significant changes ; revised schedules ; first amendment to 3. 5 3. 5 notice of significant changes ; revised schedules ; first amendment to notice of significant changes ; revised schedules ; first amendment to dsa 29 3. 6contractor โ€™
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exhibit 10. 2 l. b. foster company 415 holiday drive pittsburgh, pa 15220 confidentiality agreement february 12, 2016 legion partners asset management, llc 9401 wilshire blvd, suite 705 beverly hills, ca 90212 attention : bradley s. vizi, managing director ladies and gentlemen : this letter agreement shall become effective upon its execution following the appointment of the new director to the board of directors ( the โ€œ board โ€ ) of l. b. foster company, a pennsylvania corporation ( the โ€œ company โ€ ). capitalized terms used herein but not otherwise defined herein shall have the meanings given to such terms in the agreement ( the โ€œ board composition agreement โ€ ), dated as of the date of this letter agreement, among the company and the persons set forth on schedule a hereto, pursuant to which the company has agreed to appoint, at the request and recommendation of the investor group, the new director, to the board, subject to the covenants and other agreements contained therein. the company understands and agrees that, subject to the terms of, and in accordance with, this letter agreement, during the standstill period ( as defined in the board composition agreement ) and not at any time thereafter, the new director may, if and to the extent he or she desires to do so, disclose information, including certain non - public, confidential or proprietary information concerning the company, that he or she obtains while serving as a member of the board to each of the persons or entities listed on schedule b hereto that are and remain representatives ( as hereinafter defined ) of legion partners asset management, llc, a delaware limited liability company ( collectively, โ€œ legion โ€ or โ€œ you โ€ ), who need to know such information, and may discuss such information with any and all such representatives, subject to the terms and conditions of this letter agreement ; provided, that prior to the disclosure of any evaluation material ( as hereinafter defined ) to any of your representatives, you must first have received from each representative ( other than your legal advisors at the law firm of olshan frome wolosky llp ) a written duly executed representative undertaking in the form attached hereto as exhibit a and a copy of such representative undertaking must be provided to the company prior to any such disclosure pursuant to the notice provisions in paragraph 17 of this letter agreement ; provided, further, that the new director shall be entitled to supplement schedule b attached hereto upon the company
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exhibit 10. 35 director confidentiality agreement i understand that, as a director of a newpage group, inc. ( โ€œ newpage โ€ ), i will receive and have access to confidential information and documents ( written, electronic, oral and visual ) about newpage and its subsidiaries and about their business, plans, operations, financial results, customers, suppliers, competitors, products, manufacturing processes and other matters ( โ€œ confidential information โ€ ). confidential information does not include any information or document that ( 1 ) has entered the public domain through no action on my part in violation of this agreement, ( 2 ) was in my possession before being disclosed me by newpage or its subsidiaries, or ( 3 ) was disclosed by newpage or its subsidiaries to others on an unrestricted, non - confidential basis. confidential information also includes all notes, documents, and materials prepared by or for me that reflect, interpret, evaluate, include, or are derived from confidential information. as a condition to my serving on the board of directors of newpage, i agree that i will keep confidential all confidential information that i receive. i will make copies of documents containing confidential information only as required to perform my work as a director of newpage. i will not disclose confidential information or provide originals or copies of these documents to anyone outside of newpage except as required to perform my work as a director of newpage. in particular, i agree that i will not disclose any confidential information to stora enso oyj without written approval of the board of directors or of an officer of newpage. / s / charles e. long
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exhibit 10. 5 notice of confidentiality rights : if you are a natural person, you may remove or strike any of the following information from this instrument before it is filed for record in the public records : your social security number or your driver โ€™ s license number. leasehold deed of trust security agreement - - financing statement as of the 14th day of april, 2008, vcg holding corp. ( hereinafter, whether one or more, jointly and severally called โ€œ grantor โ€ ), whose mailing address is 390 union boulevard, suite 540, lakewood. colorado 80228, in consideration of the debt and trust hereinafter mentioned, does hereby grant, bargain, sell, transfer, assign and convey unto charles f. baum, trustee, the grantor โ€™ s leasehold interest and building on the following described property ( all of which is sometimes referred to collectively herein as the โ€œ property โ€ ) : part i : see exhibit โ€œ a โ€ attached hereto and made a part hereof. ( i ) and all buildings and improvements now or hereafter situated thereon inclusive of all goods which are or are to become fixtures, now or hereafter located in and about such improvements, including, without limitation, all heating, air conditioning, ventilating, plumbing, electrical fixtures and wiring, replacements thereof and additions thereto, all of which grantor represents and agrees are or will be a part of and affixed to said land ; part ii : ( ii ) all personal property owned by grantor located or to be located on the above described real property including, without limitations, all furniture, furnishings, equipment, appliances and all other personal property of every kind and description except for the computer equipment and software ; and ( iii ) all proceeds of the above. to have and to hold the property, together with the rights, privileges, and appurtenances thereto, unto the said trustee, and to his substitutes or successors forever. and grantor does hereby bind itself, and grantor โ€™ s successors and assigns to warrant and forever defend the property unto the said trustee, his substitutes or successors and assigns forever, against the claim or claims of all persons claiming or to claim the property or any part thereof. / s / mo this conveyance, however, is made in trust to secure payment of the indebtedness evidenced by that certain promissory note ( the โ€œ note โ€ ) of even date herewith
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confidential treatment has been requested for portions of this exhibit. the copy filed herewith omits the information subject to a confidentiality request. omissions are designated [ * * * * * ]. a complete version of this exhibit has been filed separately with the securities and exchange commission with the confidentiality request. exhibit 10. 17 merchandising license agreement 1. dated : as of 8 / 23 / 07 2. licensor : cbs consumer products cbs enterprises a division of cbs broadcasting inc. 1700 broadway new york, new york 10019 licensee : eternal image 28800 orchard lake road, suite 130, farmington hills, mi 48334 nick poprovsky 248 # # # - # # # - # # # # * * * @ * * * 3. property : star trek โ€“ the original series 4. licensed article ( s ) : caskets, urns, monuments, vaults 5. territory : u. s., canada, europe ( austria belgium, denmark, finland, france, greece, holland, italy, croatia, norway, portugal, poland, russia spain, uk, sweden, czech republic, hungary, germany ), japan, south korea, australia, new zealand 6. term : through 12 / 31 / 2010 7. rights granted : in consideration of the payments set forth below, and of and subject to the covenants, undertakings and agreements by licensee in the agreement. cbs hereby grants to licensee the license ( subject ) to paragraph 7a. below ) to use the property only in connection with the licensed articles ( per paragraph 4 above ), in the territory ( per paragraph 5 above ), for the term ( per paragraph 6 above ). 7a : exclusivity ( check one ) [ * * * * * ] 8. payment : a. advance : [ * * * * * ] b. royalty rate : [ * * * * * ] c. guarantee : [ * * * * * ] 9. marketing date ( s ) : november 2007 10. place of manufacture : usa 11. approvals : all licensed articles and any related packaging and advertising must be approved by cbs in writing before distribution or sale by licensee. such approvals or disapprovals are within cbs โ€™ s sole discretion, and any submission not approved in writing is deemed disapproved. 12. channels of distribution : funeral home 13. additional terms : the balance of the terms are set forth in schedules 1
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confidentiality-agreements
exhibit 10. 9 form of confidentiality and restrictive covenant agreement this confidentiality and restrictive covenant agreement, dated as of october 1, 2009 ( the โ€œ agreement โ€ ), is entered into between kkr holdings l. p., a cayman limited partnership ( โ€œ kkr holdings โ€ ), and the undersigned ( the โ€œ undersigned โ€ ). agreement kkr holdings undersigned whereas, 1. kkr holdings is a party to that certain amended and restated purchase and sale agreement ( the โ€œ purchase and sale agreement โ€ ), dated as of july 19, 2009, among kkr private equity investors l. p., a guernsey limited partnership ( โ€œ kpe โ€ ) and certain others, pursuant to which all of the assets and liabilities of kpe, including all of the limited partner interests in kkr pei investments l. p. held by kpe, will be directly or indirectly contributed to kkr management holdings l. p. and kkr fund holdings l. p. ( together with kkr management holdings l. p., the โ€œ group partnerships โ€ ) in exchange for group partnership units ( as defined in the purchase and sale agreement ) representing partner interests in the group partnerships ( the โ€œ combination transaction โ€ ) ; purchase and sale agreement kpe group partnerships combination transaction 2. in connection with the combination transaction, and as a condition precedent to the completion of the combination transaction, the undersigned and certain other persons employed by, or otherwise associated or affiliated with, kkr will complete the restructuring transactions ( as defined in the purchase and sale agreement and, together with the combination transaction, the โ€œ transaction โ€ ) pursuant to which the undersigned and such other persons will contribute their contributed interests ( as defined in the purchase and sale agreement ) to kkr holdings in exchange for one or more interests in, or securities of, kkr holdings ( โ€œ holdings interests โ€ ) and kkr holdings will contribute such contributed interests to the group partnerships in exchange for group partnership units ; transaction holdings interests 3. upon completion of the transaction, kkr holdings will own 70 % of the outstanding group partnership units, and holders of holdings interests, including the undersigned, will receive financial benefits from kkr โ€™ s business through their participation in the value of equity in the group partnerships held by kkr holdings, special allocations of carried interest received by kkr, distributions and payments received from kkr holdings and certain other financial arrangements ; 4. the undersigned
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exhibit 10. 1 exhibit 10. 1 employment and confidentiality agreement this employment and confidentiality agreement ( the " agreement " ) is made and entered into as of november 2, 2011 ( the " effective date " ) by and between community west bank, national association ( the โ€œ bank โ€ ) and its parent company, community west bancshares, a california corporation ( the " parent " ) of which the bank is a wholly owned subsidiary and martin e. plourd ( the " executive " ). witnesseth : whereas, the bank is a national banking association duly organized, validly existing, and in good standing under the laws of the united states of america, with power to own property and carry on its business as it is now being conducted, with its principal place of business located at 445 pine street, goleta, california 93117 ; whereas, the bank desires to avail itself of the skill, knowledge and experience of executive ; whereas this agreement is intended to comply with the requirements of internal revenue code section 409a and the emergency economic stabilization act and the american recovery and reinvestment act and all federal and state regulations promulgated thereunder ( collectively, the โ€œ tarp regulations โ€ ). accordingly, the intent of the parties hereto is that the agreement shall be operated and interpreted consistent with the requirements of section 409a and the tarp regulations. whereas, the parties hereto desire to enter an agreement to specify the terms of executive's employment by the bank and parent ; now, therefore, in consideration of the representations, warranties, and mutual covenants set forth in this agreement, the following terms and conditions shall apply to executive's employment with the bank and the parent on and after the effective date : 1. article 1 - employment and term 1. 1. employment. the bank shall employ executive as the bank's president and chief executive officer ( the " position " ), and executive accepts such employment, in accordance with the terms and conditions set forth in this agreement. the place of executive's employment under this agreement shall be in goleta, california, at a location determined by the board of directors of the bank ( the " board of directors " ). 1. 2. term. the term of employment under this agreement ( " term " ) shall commence on the effective date and end on december 31, 2014, subject to early termination, provided in article 4, below. 1. 3. renewal
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exhibit 10. 1 immuno - oncology discovery and development agreement by and between sanofi biotechnology sas and regeneron pharmaceuticals, inc. dated as of july 1, 2015 certain portions of this exhibit have been omitted pursuant to a request for confidentiality. such omitted portions, which are marked with brackets and three asterisks [ * * * ], have been separately filed with the commission. certain portions of this exhibit have been omitted pursuant to a request for confidentiality. such omitted portions, which are marked with brackets and three asterisks [ * * * ], have been separately filed with the commission. table of contents article 1 definitions article 2 discovery and development program2. 1io discovery program2. 2io discovery plans2. 3commercially reasonable efforts ; compliance with laws2. 4further assurances and transaction approvals2. 5exclusivity2. 6tail period and interim period2. 7program licenses ; licenses generally2. 8non - exclusive license to sanofi2. 9invention assignment2. 10combination therapy2. 11third party licenses article 3 information exchange and updates3. 1immuno - oncology steering committee3. 2alliance management3. 3obligations of the parties and their affiliates3. 4exchange of information article 4 payments4. 1payments to regeneron4. 2discovery program costs4. 3io development balance4. 4royalty payments for io royalty products4. 5royalty term and reporting4. 6payment method and currency4. 7late payments4. 8rights to offset payments4. 9taxes4. 10invoices and documentation4. 11program costs forecasts article 5 opt - in rights to license product candidates5. 1opt - in rights generally5. 2initial and deferred opt - in periods5. 3refused candidates5. 4additional development prior to opt - in5. 5additional development following opt - in article 1 definitions article 2 discovery and development program2. 1io discovery program2. 2io discovery plans2. 3commercially reasonable efforts ; compliance with laws2. 4further assurances and transaction approvals2. 5exclusivity2. 6tail period and interim period2. 7program licenses ; licenses generally2. 8non -
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