category
stringclasses
11 values
text
stringlengths
13
2.97k
__index_level_0__
int64
0
1.6k
services-agreements
execution version dated september 29, 2014 rbs business services private ltd and citizens bank, n. a. amended and restated master services agreement amended and restated master services agreement this amended and restated master services agreement ( โ€œ msa โ€ ), dated as of september 29, 2014, is by and between rbs business services private ltd, a company incorporated under the laws of india, whose registered office is at empire complex, 414 senapati bapat marg, lower parel, mumbai 400 013 india, formerly known as abn amro central enterprise services private limited ( โ€œ provider โ€ ) and whose processing centres are located at mumbai, chennai, gurgaon and new delhi ; and citizens bank, n. a a united states national bank with its principal place of business at 1 citizens plaza, providence, rhode island 02903, formerly known as rbs citizens, n. a.. ( โ€œ recipient โ€ ), capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in section 1 hereof. recitals whereas, the royal bank of scotland group plc ( โ€œ rbsg โ€ ) is the indirect owner of all the issued and outstanding common stock of citizens financial group, inc. ( โ€œ cfg โ€ ) immediately prior to the date hereof ; whereas, shares of cfg are being sold to the public pursuant to the ipo and cfg will cease to be a wholly owned indirect subsidiary of rbsg upon the closing of the ipo ; whereas, after the closing of the ipo, rbsg will remain the majority shareholder of cfg, subject to future sales to the public ( and ultimately the contemplated complete disposition by on or before december 31, 2016 ) by rbsg ; whereas, the provider is an affiliate of rbsg and the recipient is an affiliate of cfg ; whereas the provider and the recipient entered into a master services agreement effective 21 july 2008, amended by a first amendment agreement dated 14 july 2009 ( together, the โ€œ original msa โ€ ) for the provision of services and the parties entered into service agreement schedules ( โ€œ service schedules โ€ ) to give effect to the original msa and document the services provided ; whereas, the parties have agreed with effect from the date hereof to amend and restate the original msa on the terms and conditions set out in this msa ; whereas, the services will continue to be provided to the recipient to facilitate its ongoing operations during a transitional period
200
services-agreements
exhibit 10. 1 april 17, 2023 decentralized sharing systems, inc. 1400 broadfield, suite 100 houston, texas 77084 attn : frank d. heuszel re : agreement for the mutual settlement of interest accrued re : agreement for the mutual settlement of interest accrued re : agreement for the mutual settlement of interest accrued mr. heuszel : reference is made to that certain secured advancing convertible promissory note issued by sharing services global corporation ( โ€œ shrg โ€ or the โ€œ company โ€ ) to decentralized sharing systems, inc. ( โ€œ dssi โ€ ) dated june 15, 2022 ( the โ€œ note โ€ ). the purpose of this letter agreement ( โ€œ letter agreement โ€ ) is to set forth the terms of the mutual settlement by the parties of any and all unpaid interest accrued from january 1, 2023 through and including march 31, 2023 ( the โ€œ interest โ€ ) on the note. shrg and dssi are sometimes referred to individually as a โ€œ party โ€ and collectively as the โ€œ parties โ€ in this letter agreement. this letter agreement expresses the intentions of the parties and is intended to create a binding agreement. 1. mutual settlement of the interest accrued on the note. the parties mutually agree to settle in full any interest, on the note, accrued by shrg from january 1, 2023 through and including march 31, 2023, and the parties ( and their assignees ) are hereby relieved of all of their respective obligations thereunder, except as set forth in section 4 below. 2. mutual release. except as set forth in section 4 below, the parties ( and their past, present and future officers, directors, employees, servants, agents, representatives, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them ) hereby release the other party ( and their past, present and future officers, directors, employees, servants, agents, representatives, attorneys, successors, predecessors, divisions, subsidiaries, parents, affiliates, business units, and assigns of each of them ) from any and all claims, demands, damages, actions, causes of action or suits at law or in equity of whatever kind or nature, liabilities, verdicts, debts, judgments, liens and injuries, whether based upon the interest accrued on the note or any other legal or equitable theory of recovery, known or unknown, past, present or future
201
services-agreements
exhibit 10. 17services agreementthis services agreement ( agreement ) is entered into as of _ _ _ _ _ _ _ _ _ _ _ _ _ ( effective date ), between [ owner ], a [ state ] limited liability company ( owner ), [ trs ], a [ state ] limited liability company, operator of the [ hotel name ] located at [ hotel address ], ( operator ) both with an address of 1635 43rd street south, suite 205, fargo, north dakota 58103, and one rep construction llc, a north dakota limited liability company ( one rep ) with an address of 1635 43rd street south, suite 305, fargo, north dakota 58103. in consideration of the mutual covenants in this agreement, owner, operator, and one rep agree as follows : 1. services. one rep shall provide the necessary selection of architectural, design and brand approval in preparation of a remodel or construction project ( the โ€œ project โ€ ). one rep will scope and bid the project, provide a timeline, and select the general contractor and other vendors as required to complete the job. in addition, one rep will provide construction oversite and project management, procurement, franchise completion checklist, executive, accounting, administrative and / or other services as offered by one rep, or to the extent requested by owner and / or operator ( all services provided in the previous three sentences collectively, the โ€œ services โ€ ). services provided by one rep related to due diligence review shall include but are not limited to those provided in enclosure one. all services furnished hereunder shall be provided promptly, in accordance with all applicable laws, rules and regulations, in a first - class, professional manner, and with the same degree of care that one rep employs in providing similar services to other persons or for its own operations, but in no event less than industry standards for provision of such services. one rep may, at its option, provide the services via, using or with the assistance of one or more current or future affiliates, subsidiaries, service providers or agents of one rep, but shall remain responsible for ensuring that the services provided conform to the requirements of this agreement. in addition to the services, one rep may provide a review and assessment of the project, including but not limited to estimated costs for a potential property improvement plan ( the โ€œ acquisitions services โ€ ). 2. compensation. a. services fee. in exchange for the provision of the services by one rep
202
services-agreements
dated 18 may 2011 2011 ๅนด 5 ๆœˆ 18 ๆ—ฅ ap technology service agreement ap ๅˆ between : ๅˆ ๆ–น ๏ผš service provider ๆ–น : capital award inc. the employer ไธป : mr. gao riqiang of gao qiang aquaculture farm ้ซ˜ ๆ—ฅ ็”Ÿ ยท ้ซ˜ ๆฐด service provider ๆ–น : capital award inc. service provider ๆ–น : capital award inc. the employer ไธป : mr. gao riqiang the employer ไธป : mr. gao riqiang of gao qiang aquaculture farm of gao qiang aquaculture farm ้ซ˜ ๆ—ฅ ็”Ÿ ยท ้ซ˜ ๆฐด ้ซ˜ ๆ—ฅ ็”Ÿ ยท ้ซ˜ ๆฐด 1 26 1 26 1 26 ref. no. ca ( apm ) service18052011 contents index ๅ†… ็›ฎ recitals 3 1. interpretation ๅˆ ็š„ 5 2. commencement ๆ—ฅ 7 3. responsibilities of the parties ๆ–น 7 4. sub - contract ๅˆ ๅŒ 7 5. delays outside of ca โ€™ s control ๆ–น ไน‹ ๅค– ็š„ 7 6. extra costs ๅค– 8 7. risk and insurance ๅ’Œ ไฟ 8 8. warranty ไฟ 9 9. limitation of liability 10 10. employer to indemnify ๆ–น ็š„ 10 11. default and termination ๅ’Œ ไธญ ๆญข ๅˆ 10 12. installation ็š„ ๅฎ‰ 11 13. arbitration 12 14. complete agreement ๅˆ ็š„ 12 15. frustration ๅˆ ๅค– ไธ ่กŒ 13 16. secrecy obligation and condition ไฟ 13 17. general ไธ€ 13 appendix : information list ๆ˜Ž 17 recitals 3 recitals 3 1. interpretation ๅˆ ็š„ 5 1. interpretation ๅˆ ็š„ 5 2. commencement ๆ—ฅ 7 2. commencement ๆ—ฅ 7 3. responsibilities of the parties ๆ–น 7 3. responsibilities of the parties ๆ–น 7 4. sub - contract ๅˆ ๅŒ 7 4. sub - contract ๅˆ ๅŒ 7 5. delays outside of ca โ€™ s control ๆ–น
203
services-agreements
exhibit 10 ( g ) 7 amendment to service agreement the parties hereto do hereby stipulate and agree to that the service agreement entered into by and between them under date of april 1, 1963, and as heretofore amended on january 1, 1972, april 27, 1984, august 1, 1988, january 28, 1991, january 1, 1992, january 1, 1996, january 1, 1998, january 1, 1999, january 1, 2000, january 1, 2001, april 1, 2002, january 1, 2003, august 1, 2003, march 1, 2004, january 1, 2008, and june 1, 2009 be and the same hereby is further amended by substituting for the supplement to exhibit ii to the service agreement, the attached revised supplement to exhibit ii. this amendment is made and entered into as of january 1, 2011. entergy services, inc. by / s / theodore h. bunting, jr. senior vice president and chief accounting officer entergy new orleans, inc. by / s / charles l. rice, jr. president and chief executive officer esi allocation formulae for groups of client companies exhibit ii, supplement note : each allocation formula will be based on data relevant to participating client companies to whom the services are provided. 263 - section 263a tax benefits based on section 263a tax benefits for each legal entity. used for the allocation of costs associated with tax administration, planning, and support related to section 263a tax benefits. alo - asset locations based on the number of asset locations at period end. used for the allocation of costs associated with the fixed asset accounting function. apt - accounts payable transactions based on a twelve - month number of accounts payable transactions processed. used for the allocation of costs associated with the support of the accounts payable function. ari - accounts receivable invoices based on a twelve - month number of accounts receivable transactions processed. used for the allocation of costs associated with the support of the accounts receivable function. ast - total assets based on total assets at period end. used primarily to allocate costs associated with the oversight and safeguarding of corporate assets. this would include services provided by financial management and certain finance functions, among others. also used when the services provided are driven by the relative size and complexity of the system companies and there is no functional relationship between the services and any other available allocation formula. bnk - bank accounts based on the
204
services-agreements
cfo services agreement this cfo services agreement is entered into as of january 10, 2018 between jesus quintero ( โ€œ quintero โ€ ), and massroots, inc. ( the โ€œ company โ€ ). quintero hereby agrees to serve as chief financial officer of massroots, inc. for a period of one year, with automatic renewal every january 10, 2018, unless written notice is provided by the company to quintero 90 days before renewal. the compensation will be paid monthly at the beginning of each month, at a rate of usd $ 4, 000. 00. unless otherwise directed by quintero, all payments shall be issued in the name of jde development llc and sent to : jde development llc 16860 sw 1st street, pembroke pines, fl 33027. in addition, the company will issue quintero 250, 000 shares of the company common stock ( trading symbol โ€œ msrt โ€ ) which will vest over a period of one year from the date of this agreement. these shares will be issued in the name of jesus m quintero. there will be no other fees or charges by quintero to the company other than pre - approved direct, third party reimbursements for costs, and pre - approved travel and related expenses. specific responsibilities of quintero for the company shall include : 1. review and analysis of the historical accounting records 2. implementation of appropriate internal financial controls 3. interacting with the company โ€™ s internal accounting staff 4. liaison with the company โ€™ s auditor and securities attorney regarding filing and reporting requirements 5. preparation of financial statements including footnotes for 10q and 10k reporting 6. preparation of analysis of operations as may be required in regulatory filings 7. preparation as may be required of forecasts and budgets. 8. final review and signing of financial statements and regulatory filings 9. maintaining the books and records and u. s. account ( s ) for the company 10. meeting with company management and visits to the company โ€™ s facilities as may be required. 11. participation at investor meetings and conferences as may be required 12. responding to phone calls from the financial community and investors quintero and the company agree that the performance, compensation, and time commitment by quintero shall be reviewed and agreed upon on an annual basis. quintero shall be treated as a contract worker. quintero shall be entitled to reimbursement for appropriate business expenses, as
205
services-agreements
exhibit 10 - 9 4380 ayers avenue, vernon, ca, 90058 4380 ayers avenue, vernon, ca, 90058 4380 ayers avenue, vernon, ca, 90058 drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 1 of 11 title : service level agreement drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 1 of 11 drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 1 of 11 title : service level agreement title : service level agreement service level agreement ( sla ) for phoenix motorcars by romeo systems, inc. 20004. 199. 00 4380 ayers avenue, vernon, ca, 90058 4380 ayers avenue, vernon, ca, 90058 4380 ayers avenue, vernon, ca, 90058 drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 2 of 11 title : service level agreement drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 2 of 11 drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 2 of 11 title : service level agreement title : service level agreement revision control revision date summary prepared reviewed approved 0 initial issue revision date summary prepared reviewed approved revision date summary prepared reviewed approved 0 initial issue 0 initial issue 4380 ayers avenue, vernon, ca, 90058 4380 ayers avenue, vernon, ca, 90058 4380 ayers avenue, vernon, ca, 90058 drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 3 of 11 title : service level agreement drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 3 of 11 drn : 20004. 199. 00 revision : 0 date : 9 / 4 / 2020 page 3 of 11 title : service level agreement title : service level agreement table of contents revision control2 revision control2 revision control 2 1. overview 4 1. overview 4 1. 4 2. service agreement 5 2. service agreement 5 2. 5 2. 1. service scope 5 2. 1. service scope 5 2. 1. 5 2. 2. service levels and response times 7 2. 2. service levels and response times 7 2. 2. 7 2.
206
services-agreements
this amendment ( along with the agreement and the other transaction documents ( as such term is defined in the apsa ) ) supersedes all prior agreements between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter. all of the terms and provisions of this amendment shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. this amendment may be executed in any number of counterparts ( including via facsimile or portable document format ( pdf ) ), each of which shall be deemed an original, but all of which, when taken together, shall constitute one and the same instrument. [ signature page follows ] 2 in witness whereof, the parties have executed and delivered this amendment as of the date first above written. pioneer hi - bred international, inc. by : / s / paul e. schickler name : paul e. schickler title : president s & w seed company by : / s / / s / matthew k. szot name : matthew szot title : cfo [ signature page to second amendment to the contract alfalfa production services agreement ] in witness whereof, the parties have executed and delivered this amendment as of the date first above written.
207
services-agreements
exhibit 2. 1 acquisition of assets of shank c & e investments, llc by smf services, inc., a subsidiary of streicher mobile fueling, inc. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ supplemental agreement _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ this supplemental agreement provides additional agreements of the parties to that certain asset purchase agreement dated january 25, 2005 ( โ€œ apa โ€ ). unless provided otherwise, defined terms contained herein shall have the meaning ascribed to them in the apa. a. record title to equipment 1. buyer will wire funds at closing to the lessors and lienholders ( each a โ€œ lienholder โ€ ) of certain of the purchased assets as disclosed in schedule a hereto, which funds will be deducted from the cash portion of the purchase price to be paid at closing pursuant to section 2. 4 ( b ) ( i ) of the apa. the payments will be made pursuant to instructions contained in payoff letters ( โ€œ letters โ€ ) provided by each lienholder. 2. company and members covenant that, if the lienholders are paid according to the terms of the letters, the purchased assets will be free and clear of all liabilities, obligations, liens and claims. in the event certificates of title or other documentation of unencumbered record ownership ( โ€œ unencumbered title โ€ ) with respect to any purchased asset is not delivered to buyer within thirty ( 30 ) days of closing, then buyer shall have the right to give company and members written notice of buyer โ€™ s demand on them to deliver ( a ) a replacement asset, with unencumbered title, that is reasonably satisfactory to buyer or ( b ) cash for the agreed upon replacement cost of the purchased asset. company and members will have ten ( 10 ) days from the date of such notice to comply, provided, however, that if company provides reasonable assurance to buyer that ( i ) all substantive steps necessary to obtain such title have been taken and ( ii ) unencumbered title will be delivered with the passage of time, then such ten ( 10 ) day compliance period shall be extended for a reasonable period of time. a โ€œ replacement asset โ€ is defined as equipment with substantially similar condition,
208
services-agreements
execution version terminaling services agreement terminaling services agreement terminaling services agreement terminaling services agreement terminaling services agreement table of contents page article 1definitions and construction1article 2term10article 3terminaling ; ancillary services10article 4custody, title and risk of loss14article 5specification and contamination15article 6condition and maintenance of the terminal and additional facilities16article 7inspection, access and audit rights17article 8scheduling18article 9 [ intentionally omitted ] 18article 10additional comments18article 11representations20article 12insurance21article 13force majeure, damage or destruction21article 14suspension of refinery operations22article 15right of first refusal23article 16shutdown or idling of refinery26article 17event of default : remedies upon event of default28article 18indemnification29article 19limitation on damages31article 20confidentiality31article 21choice of law32article 22assignment32article 23notices34article 24no waiver ; cumulative remedies35article 25nature of transaction and, relationship of parties35article 26arbitration provision35article 27general36 article 1definitions and construction1article 2term10article 3terminaling ; ancillary services10article 4custody, title and risk of loss14article 5specification and contamination15article 6condition and maintenance of the terminal and additional facilities16article 7inspection, access and audit rights17article 8scheduling18article 9 [ intentionally omitted ] 18article 10additional comments18article 11representations20article 12insurance21article 13force majeure, damage or destruction21article 14suspension of refinery operations22article 15right of first refusal23article 16shutdown or idling of refinery26article 17event of default : remedies upon event of default28article 18indemnification29article 19limitation on damages31article 20confidentiality31article 21choice of law32article 22assignment32article 23notices34article 24no waiver ;
209
services-agreements
exhibit 10. 14 trader promotion service agreement party a : hongkong takung assets and equity of artworks exchange co., ltd. legal representative : address : suite 2003, hutchison house, 10 harcourt road, central, hong kong contact no. : party b : shenzhen qianrong cultural investment development co., ltd. legal representative : address : room 1109, block 1, duoli industrial district, meilin, meilin subdistrict office, futian district, shenzhen city contact no. : 0755 - 32801497 upon friendly negotiations between party a and party b, party a agrees to engage party b to provide traders promotion services. party b may choose and hire qualified third parties at its discretion to assist in the performance. party b shall ensure that such third parties comply with and perform all obligations under this agreement. it is hereby agreed specifically as below : 1. basic information on trader promotion services 1. 1 form of activities : public forums, talk shows and workshops. 1. 2 attendants : people who are interested in artwork investment, who participate in stock and futures investment, high - end customers of partners, private banking customers, etc. 1. 3 period : january to december, 2014 1. 4 location : china's first - tier cities, such as beijing, shanghai and shenzhen 1. 5 number of shows : 2 - 3 2. rights and obligations of party a 2. 1 party a have to agree and confirm with party b on the content, focus and presentation methods 5 days before the proposed promotion activity. 2. 2 party a is obligated to provide proper assistance to the staff of party b at the site to organize the traders participating in the activity. 2. 3 party a shall pay party b the service fee as provided under this agreement. 1 1 1 3. rights and obligations of party b 3. 1 party b has the right to receive compensation for the services rendered under this agreement. 3. 2 party b warrants to provide party a with trader promotion services within the period as agreed under this agreement. 3. 3 party b shall duly prepare the plan for the activities and organize in accordance with the agreed activity plan, and shall not unilaterally alter the agreed activity plan. otherwise, party a has the right to suspend performance of this agreement and resume after rectification of the activity plan confirmed by party a. 3. 4 party b shall be solely responsible to for any charges or claims by any third party over the plan
210
services-agreements
exhibit 10. 80 amendment this will act as an amendment to the existing clinical trial agreement dated 27 september 2021. hvivo services ltd ( hvivo ) will submit to aim immunotech inc. ( aim ), today, a final invoice in the amount of ยฃ46, 936. 86 based on the financial reconciliation dated 28 february 2022 and the payment by aim of this invoice will constitute full and final payment for services and fees incurred in relation to the agreement of 27 september 2021 and no additional charges will be received or incurred by aim from hvivo in relation to this study. if aim elects to move forward with a challenge study and the quarantine is scheduled prior to november 2022, it is agreed, a new agreement will be entered into and the quarantine cancellation fee, ยฃ317, 152 will be recovered. in witness whereof, the parties have executed this agreement to be effective as of the fully executed date below. hvivo services ltd aim immunotech inc. / s / dori kadmon / s / peter w. rodino signature signature dori kadmon peter w. rodino, iii name name head of legal coo & general counsel title title 02 march 2022 march 1, 2022 date date hvivo services ltd aim immunotech inc. hvivo services ltd aim immunotech inc. / s / dori kadmon / s / peter w. rodino / s / dori kadmon / s / peter w. rodino signature signature signature signature dori kadmon peter w. rodino, iii dori kadmon peter w. rodino, iii name name name name head of legal coo & general counsel head of legal coo & general counsel title title title title 02 march 2022 march 1, 2022 02 march 2022 march 1, 2022 date date date date
211
services-agreements
exhibit 10. 2general services agreement exhibit 10. 2 general services agreement general services agreement contract title : general servicesagreement number : cw1649578vendor name : cardlytics, inc. effective date : upon date of last signaturevendor address : 675 ponce de leon ave., suite 6000atlanta, ga 30308expiration date : july 31, 2025 vendor telephone : # # # - # # # - # # # # contract title : general services agreement number : cw1649578 agreement number : cw1649578 vendor name : cardlytics, inc. effective date : upon date of last signature vendor address : 675 ponce de leon ave., suite 6000atlanta, ga 30308 675 ponce de leon ave., suite 6000 atlanta, ga 30308 expiration date : july 31, 2025 vendor telephone : # # # - # # # - # # # # # # # - # # # - # # # # proprietary & confidentialtable of contents - 1rev 10 / 2020certain information has been excluded from this agreement ( indicated by โ€œ [ * * * ] โ€ ) because such information ( i ) is not material and ( ii ) would be competitively harmful if publicly disclosed. proprietary & confidentialtable of contents - 1rev 10 / 2020certain information has been excluded from this agreement ( indicated by โ€œ [ * * * ] โ€ ) because such information ( i ) is not material and ( ii ) would be competitively harmful if publicly disclosed. proprietary & confidentialtable of contents - 1rev 10 / 2020 proprietary & confidentialtable of contents - 1rev 10 / 2020 proprietary & confidential proprietary & confidential table of contents - 1 table of contents - 1 rev 10 / 2020 exhibit 10. 2general services agreement exhibit 10. 2 general services agreement general services agreement cardlytics, inc. ( โ€œ vendor โ€ ) name : andy christiansentitle : cfoaddress for notices : 675 ponce de leon ave. suite 6000atlanta, ga 30308attn : legal departmenttelephone : n / aemail : [ * * * ] bank of america, n. a. ( " company " ) name : sam griffintitle : sr. sourcing specialistaddress for notices : attn : vendor management bank of america201 n. tryon st. charlotte, nc 28255,
212
services-agreements
exhibit 10. 1 may 19, 2022 joseph j. aristone executive vice president - leasing pennsylvania real estate investment trust 2005 market street, suite 1000 philadelphia, pa 19103 re : preit services, llc severance pay plan for certain officers ( โ€œ plan โ€ ) dear joseph : this letter will constitute an amendment to the plan solely with respect to you and shall not affect the plan in any respect as to any other past, present or future eligible employee. the executive compensation and human resources committee has approved, subject to your acceptance by signing a copy of this letter, the following amendment to the plan applicable solely to you. you understand that similar or dissimilar individual amendments may be entered into concurrently or from time to time hereafter with other individual employees, which amendments will not affect the plan as applied to you. subject to your acceptance below, the following amendments to the plan shall be given effect on and as of may 19, 2022 : 1. section 3. 1 ( c ) is hereby amended by adding a new subsection ( 4 ) at the end thereof : โ€œ ( 4 ) offset of special retention bonus. notwithstanding any plan provision to the contrary, if joe becomes entitled to receive severance benefits on or after a change in control under this section 3. 1 ( c ), such severance benefits shall be reduced by the amount of the special retention bonus previously paid ( if any ) to joe in accordance with the terms of that certain retention bonus letter agreement dated may 19, 2022 between joe and preit services, llc. weeks of pay first shall be reduced by the amount of the special retention bonus and, to the extent such retention bonus exceeds the weeks of pay, the prorated bonus shall be reduced. โ€ 2. except as expressly amended hereby, none of your rights or obligations or those of the company under the plan or under the amendment to the plan dated may 8, 2013 as it relates solely to you, shall be affected hereby. capitalized terms used, but not defined, in this amendment shall have the meanings ascribed to such terms in the plan. this letter contains the entire agreement of the signatories with respect to the amendment to the plan set forth herein. except as provided in the preceding sentence, no modification or claim of waiver of any of the provisions hereof shall be valid unless in writing and signed by the party against whom such modification or waiver is sought to be enforced. the law of the
213
services-agreements
california association of business brokers professional service since 1987 www. cabb. org amendment / addendum to purchase agreement # 1 california association of business brokers professional service since 1987 www. cabb. org amendment / addendum to purchase agreement # 1 the purchase agreement dated june 20, 2014 between hans huber, an individual ( seller ) and pro - dex, inc. a colorado corporation ( buyer ) on the business known as huber precision located at 585 taylor way # 5 san carlos, calif. 94070 is hereby modified as follows : buyer agrees to waive any and all buyer conditions in section 5 of the above purchase agreement except for the following exceptions : 1. paragraph 5c. lease contingency : the agreement notes an assignment of current lease. buyer now agrees the lease will be a new one year lease and will accept or reject in writing aid lease terms and conditions after its review of the lease. rejection of the lease will be cause for the buyer to withdraw its offer and receive its escrow deposit less any escrow charges attributable to buyer portion of escrow charges. 2. paragraph 5 e is still in effect. 3. seller โ€™ s representations and warranties shall be true and correct at closing. 4. buyer will interview a select number of huber precision clients as a contingency to the purchase agreement and this contingency will be released in writing upon completion of interviews and if not released in writing by buyer will be cause for the buyer to withdraw its offer and receive its escrow deposit less any escrow charges attributable to buyer portion of escrow charges. seller agrees to waive any and all seller conditions in section 5 of the above purchase agreement and further guarantees to buyer that there are no third party contracts in force or effect as of this date and seller will not enter into any such agreements prior to the close of escrow without the express written consent of the buyer. purchase agreement noted pro - dex, inc. as a california corporation. pro - dex is a colorado corporation. acceptance of this amendment by buyer and seller will serve to extend any time limits per the purchase agreement. buyer and seller acknowledge that business team is a broker, is not a cpa or an attorney, and is not qualified to review or audit the financial status of the seller โ€™ s business or the financial status of the buyer and / or the value of the seller โ€™ s business improvements and / or give advice for
214
services-agreements
acknowledgment and agreement dated : february 25, 2020 each of the undersigned has ( a ) guaranteed the payment and performance of all obligations of air t, inc., a delaware corporation ( the โ€œ borrower โ€ ), to minnesota bank & trust, a minnesota state banking corporation ( the โ€œ lender โ€ ), pursuant to the terms of an amended and restated guaranty dated as of march 28, 2019 ( the โ€œ guaranty โ€ ) jointly and severally made by the undersigned in favor of the lender, which obligations include, without limitation, all โ€œ obligations โ€ ( as defined in the original agreement described below ) of the borrower to the lender pursuant to that certain amended and restated credit agreement dated as of march 28, 2019 ( such credit agreement, as amended to date, being the โ€œ original agreement โ€ ), between the borrower and the lender, and ( b ) granted a first priority security interest in its assets to the lender as collateral for such obligations pursuant to the terms of that certain amended and restated security agreement dated as of march 28, 2019 ( the โ€œ security agreement โ€ ) each of the undersigned acknowledges that it has received a copy of the proposed amendment no. 3 to amended and restated credit agreement dated to be effective as of february 25, 2020 ( the โ€œ amendment โ€ ) amending the original agreement. each of the undersigned ( a ) confirms that each of the guaranty and the security agreement remains in full force and effect, ( b ) agrees and acknowledges that the amendment shall not in any way impair or limit the rights of the lender under the guaranty or under the security agreement, and ( c ) hereby acknowledges and agrees that ( i ) pursuant to the guaranty, the guarantors jointly and severally guaranty the payment and performance of all obligations of the borrower to the lender, including, without limitation, all loans ( including, without limitation, the supplemental revolving credit loans ) now or hereafter made by the lender under the original agreement as amended by the credit agreement, and ( ii ) pursuant to the security agreement each of the undersigned continues to grant a security interest to the lender in the โ€œ collateral โ€ covered thereby to secure all obligations of the borrower to the lender, including, without limitation, all loans now or hereafter made by the lender under
215
services-agreements
lease for 164 townsend street, # 3 between movassate family trust, landlord and compass pathways, inc. a delaware corporation dated as of : august 3, 2021 docusign envelope id : 1ac05a27 - 169c - 49bd - a126 - ceabeee5d22f 164 townsend basic lease information 164 townsend street, # 3 san francisco, california date of this lease : august 3, 2021 landlord : movassate family trust tenant : compass pathways, inc., a delaware corporation premises : 164 townsend, # 3 san francisco, ca 94107 lease commencement date : august 4, 2021 lease expiration date : august 31, 2022 total monthly rent $ 10, 000. 00 per month landlord's address for notices : movassate family trust 83 santiago ave atherton, ca 94027 tenant's address for notices : 164 townsend street, # 3 san francisco, ca 94107 docusign envelope id : 1ac05a27 - 169c - 49bd - a126 - ceabeee5d22f security deposit : $ 20, 000. 00 broker : touchstone commercial partners, inc. exhibits : parking : rules and regulations none the basic lease information is part of this lease ; however, if any of the basic lease information contradicts any provision of this lease, the provisions of this lease will prevail. landlord and tenant hereby acknowledges and agrees that the information appearing on this page entitled basic lease information is true and correct as of the commencement date shown above. docusign envelope id : 1ac05a27 - 169c - 49bd - a126 - ceabeee5d22f landlord : movassate family trust by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ manou movassate tenant : compass pathways, inc., a delaware corporation by : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ docusign envelope id : 1ac05a27 - 169c - 49bd - a126 - ceabeee5d22f 8 / 3 / 2021 ekaterina malievskaia 8 / 3 / 2021 table of contents section page 1. premises
216
services-agreements
exhibit 10. 2 abx air announces amendment of hub and line - haul services agreement with dhl wilmington, ohio โ€“ august 9, 2005 โ€“ abx air, inc. ( nasdaq : abxa ) reported today that it has agreed to amend its hub and line - haul services agreement ( โ€œ the hub services agreement โ€ ) to extend the initial term of the hub services agreement in exchange for temporarily placing more of its revenue potential under a cost - related incentive. the hub services agreement was amended as summarized below : โ€ข the initial term of the hub services agreement was extended for one year such that it will not be subject to annual renewals until august 15, 2007. โ€ข during the last six months of 2005, the base mark - up under the hub services agreement will be reduced from 1. 75 % to 1. 25 %. in 2006, the base - mark - up will revert to the previous level of 1. 75 %. โ€ข the maximum incremental mark - up that abx air can earn from costs incurred during the third and fourth quarters of 2005 from its quarterly cost - related incentives under the hub services agreement will be increased from approximately 0. 54 % to 1. 04 %. in 2006, the maximum incremental mark - up under the hub services agreement from the quarterly cost - related incentive will revert to the previous level of approximately 0. 54 %. the amendment does not impact the annual cost - related and service incremental mark - up incentives under the hub services agreement. the hub services agreement covers package handling, sorting, warehousing, line - haul logistics and maintenance services that abx air provides to dhl on a cost - plus basis in wilmington and at 18 other regional sorting hubs throughout the u. s. the hub services agreement had an initial term of three years, with automatic one - year renewals unless a ninety - day notice of non - renewal is given. this amendment increases the initial term by one year. the hub services agreement, as amended, continues to allow dhl to terminate specific services upon providing sixty - days notice. abx air also has an aircraft, crew, maintenance and insurance ( acmi ) agreement with dhl, under which it provides air cargo transportation services. the changes noted above do not affect the acmi agreement, which is a seven - year agreement that automatically renews for an additional three years, unless a one - year notice of non - renewal is given. โ€œ extending the
217
services-agreements
exhibit 10. 2 execution version amendment no. 6 to receivables financing agreement this amendment no. 6 to receivables financing agreement, dated as of april 20, 2022 ( this โ€œ amendment โ€ ), among pg & e ar facility, llc, a delaware limited liability company ( the โ€œ borrower โ€ ), pacific gas and electric company, a california corporation ( โ€œ pg & e โ€ ), as initial servicer ( in such capacity, the โ€œ servicer โ€ ) and as retention holder ( in such capacity, the โ€œ retention holder โ€ ), jpmorgan chase bank, n. a. ( โ€œ jpm โ€ ), as a committed lender and as a group agent, jupiter securitization company llc ( โ€œ jupiter โ€ ), as a conduit lender, mizuho bank, ltd. ( โ€œ mizuho โ€ ), as a committed lender and as a group agent, bnp paribas ( โ€œ bnp โ€ ), as a committed lender and as a group agent, starbird funding corporation ( โ€œ starbird โ€ ), as a conduit lender, victory receivables corporation ( โ€œ victory โ€ ), as a conduit lender, and mufg bank, ltd. ( โ€œ mufg โ€ ), as a committed lender, as a group agent and as administrative agent. w i t n e s s e t h : whereas, the parties hereto have heretofore entered into that certain receivables financing agreement, dated as of october 5, 2020 ( as amended, restated, supplemented, assigned or otherwise modified from time to time, the โ€œ agreement โ€ ) ; whereas, concurrently herewith, the borrower, as buyer ( in such capacity, the โ€œ buyer โ€ ), the servicer, pg & e, as an originator, the administrative agent and the lenders and group agents party thereto are entering into that certain amendment no. 3 to purchase and sale agreement, dated as of the date hereof ( the โ€œ psa amendment โ€ ) ; whereas, concurrently herewith, the borrower, the servicer, each group agent and the administrative agent are entering into that certain amended and restated fee letter, dated as of the date hereof ( as amended, restated, supplemented, assigned or otherwise modified from time to the, the โ€œ fee letter โ€, and together with the psa amendment
218
services-agreements
exhibit 10. 19 february 28, 2005 total entertainment restaurant corp. 9300 e. central, ste. 100 wichita, ks 67206 re : bookkeeping services agreement / march 1, 1999 to february 28, 2002 and extension march 1, 2005 to february 28, 2006 gentlemen : the parties to the bookkeeping services agreement referenced above mutually agree to extend the term of the agreement for one year at the expiration of the current term on february 28, 2005, under the same terms and conditions. the extended term shall commence on march 1, 2005 and extend through february 28, 2006. tent management, inc. by : / s / james k. zielke james k. zielke, secretary franchise services company, llc by : / s / dale hoyer dale hoyer, president exhibit 10. 19 february 28, 2005 total entertainment restaurant corp. 9300 e. central, ste. 100 wichita, ks 67206 re : bookkeeping services agreement / march 1, 1999 to february 28, 2002 and extension march 1, 2005 to february 28, 2006 gentlemen : the parties to the bookkeeping services agreement referenced above mutually agree to extend the term of the agreement for one year at the expiration of the current term on february 28, 2005, under the same terms and conditions. the extended term shall commence on march 1, 2005 and extend through february 28, 2006. tent management, inc. by : / s / james k. zielke james k. zielke, secretary franchise services company, llc by : / s / dale hoyer dale hoyer, president february 28, 2005 total entertainment restaurant corp. 9300 e. central, ste. 100 wichita, ks 67206 re : bookkeeping services agreement / march 1, 1999 to february 28, 2002 and extension march 1, 2005 to february 28, 2006 gentlemen : the parties to the bookkeeping services agreement referenced above mutually agree to extend the term of the agreement for one year at the expiration of the current term on february 28, 2005, under the same terms and conditions. the extended term shall commence on march 1, 2005 and extend through february 28, 2006. tent management, inc. by : / s / james k. zielke james k. zielke, secretary franchise services company, llc by : / s / dale hoyer dale hoyer, president total entertainment restaurant corp. 9300 e. central, ste. 100 wichita, ks 67206 re :
219
services-agreements
exhibit 10. 1 exhibit 10. 1 service agreement this independent contractor agreement ( โ€œ agreement โ€ ) is entered into this 27th day of july 2013 between dr. wei ping min ( โ€œ min โ€ ), a research scientist ( hereinafter referred to as โ€œ contractor โ€ ) whose address is 84 hesketh street, london ontario n6g5h5, canada and regen biopharma, inc. ( hereinafter referred to as โ€œ client โ€ ), a nevada corporation with offices at 4700 spring street, suite 304, la mesa, ca 91942. whereas : a. contractor is a scientific researcher in the area of biological sciences. a. contractor is a scientific researcher in the area of biological sciences. b. contractor is experienced and knowledgeable with regard to the conducting scientific research in the area of aplastic anemia. b. contractor is experienced and knowledgeable with regard to the conducting scientific research in the area of aplastic anemia. now therefore, in consideration of the mutual promises and conditions contained herein, the parties agree as follows : article 1 duration of contract section 1. 1 this agreement is effective july 27, 2013 and will continue in effect until june 30, 2014, unless terminated in accordance with the provisions of article 7 of this agreement. section 1. 2 this agreement may be extended by mutual consent of said parties. article 2 independent contractor status section 2. 1 it is the express intention of the parties that contractor is an independent contractor and not an employee, agent, joint venture participant, or partner of client. nothing in this agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between client and contractor or any employee or agent of contractor. both parties acknowledge that contractor is not an employee for state or federal tax purposes. contractor shall retain the right to perform services for others during the term of this agreement. section 2. 2. client acknowledges and agrees that contractor shall have the right to engage in other independent scientific activities. article 3 services performed by contractor section 3. 1 participate in discussions with fda and provide experimental support. section 3. 2 execution of fda suggested additional experiment : ( a ) 8 - 12 week female b6 mice will be treated with interperitoneal injection of 150mg / kg 5 - fu ( a ) 8 - 12 week female b6 mice will be treated with interperitoneal injection of 150mg / kg 5 - fu ( b ) groups of mice
220
services-agreements
exhibit 10. 4 [ x ] indicates confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the commission service agreement corporate office, tech iv plaza, 88 silva lane, middletown, ri 02842 this service agreement ( this โ€œ agreement โ€ ), which includes the attached service level agreement ( โ€œ sla โ€ ), is entered into this 1st day of march, 2016, between towerstream i, inc., a delaware corporation, and towerstream corporation, a delaware corporation ( collectively, โ€œ towerstream โ€ ) and time warner cable enterprises llc, a delaware limited liability company ( โ€œ customer โ€ or โ€œ twc โ€ ) ( towerstream and customer, collectively, the โ€œ parties โ€ ). towerstream will rent the customer a port, or portion of a port, on its network ( the โ€œ towerstream network โ€ ) which will provide the customer with internet bandwidth under the following terms and sla for backhaul services ( the โ€œ services โ€ ) : customer name : contact e - mail time warner cable enterprises llc svp and gm, broadband services * * * @ * * * installation address : billing address ( if different from installation address ) xxxxxxxxxxxxxxxxxx 2551 dulles view drive herndon, va 20171 phone fax billing contact account executive robert cerbone * * * @ * * * internet bandwith monthly service fees equipment install fee offer expires term payment type 100 mbps xxxxxxx xxxx 36 months customer name : customer name : contact contact e - mail e - mail time warner cable enterprises llc time warner cable enterprises llc svp and gm, broadband services svp and gm, broadband services * * * @ * * * * * * @ * * * installation address : installation address : billing address ( if different from installation address ) billing address ( if different from installation address ) xxxxxxxxxxxxxxxxxx xxxxxxxxxxxxxxxxxx 2551 dulles view drive herndon, va 20171 2551 dulles view drive herndon, va 20171 phone phone fax fax billing contact billing contact account executive account executive robert cerbone * * * @ * * * robert cerbone * * * @ * * * internet bandwith internet bandwith monthly service fees monthly service fees equipment install fee equipment install fee offer expires offer expires term term payment type payment type 100 mbps 100 mbps xxxxxx
221
services-agreements
exhibit 10. 1 advisory services agreement this advisory services agreement ( this โ€œ agreement โ€ ) is made and entered into effective september 1, 2005 by and between fairways equities, llc ( โ€œ fairways โ€ or the โ€œ advisor โ€ ) a texas llc and cresa capital markets group, lp ( the โ€œ company โ€ ), and ascendant solutions, inc. ( โ€œ ascendant โ€ ), to be effective upon the ( the โ€œ effective date โ€ ) even date herewith. recitals a. the company desires to avail itself of the experience, sources of information, advice, assistance, and certain facilities and / or personnel of, or available to, fairways. a. the company desires to avail itself of the experience, sources of information, advice, assistance, and certain facilities and / or personnel of, or available to, fairways. b. fairways is willing to make available to the company such experience, sources of information, advice, assistance, and certain facilities. b. fairways is willing to make available to the company such experience, sources of information, advice, assistance, and certain facilities. now, therefore, in consideration of the premises and the covenants contained herein, the parties hereto agree as follows : 1. advisory services. upon request of the company, fairways hereby agrees to render, through one or more of its employees, affiliates, directors or contractors, advisory services to the company concerning financial, accounting, corporate development, marketing, acquisition, strategic planning and general managerial matters of the company or its affiliates, as well as investment banking and similar services contemplated under the co - marketing and licensing agreement dated 10 / 23 / 2002 between company and cresa partners, including by the way of example and not in limitation of the generality of the foregoing, ( a ) assistance and advice with respect to planning, analyzing and forecasting long - term financial outlook and needs, ( b ) assistance and advice with respect to locating, arranging, negotiating, analyzing, and obtaining debt and equity resources, ( c ) assistance and advice regarding all types of contracts proposed to be entered into, ( e ) assistance and advice with respect to formulating and implementing sales, marketing, advertising, and promotional programs, ( f ) assistance and advice with respect to locating, negotiating, analyzing, and closing capital markets advisory services transactions and ( g ) the rendering of general management consultation and business advice ( collectively, the โ€œ advisory services โ€ ) and the company
222
services-agreements
exhibit 10. 2 service agreement anstellungsvertrag between zwischen der multi - color germany holding gmbh multi - color germany holding gmbh and und dr. oliver apel dr. oliver apel service agreement anstellungsvertrag between zwischen der multi - color germany holding gmbh multi - color germany holding gmbh and und dr. oliver apel dr. oliver apel table of contents 1. service / termination of former employment 2 1. 1 service 2 1. 2 termination of former employment 2 2. term of agreement 3 3. scope of employment ; location 3 3. 1 scope of service 3 3. 2 duties 3 3. 3 assumption of further functions 4 3. 4 location and travel 5 4. compensation 5 4. 1 base salary 5 4. 2 bonus 6 4. 3 restricted stock grant ; stock option and restricted stock awards 7 4. 4 pension plan 7 4. 5 accident insurance 8 4. 6 medical insurance 8 4. 7 expenses 8 4. 8 automobile allowance 8 4. 9 leave 8 5. confidentiality, non - competition and other covenants 9 5. 1 non - disclosure of confidential materials, information and intellectual property 9 5. 2 immunity from liability for disclosure 11 5. 3 non - solicitation of the company โ€™ s employees 11 5. 4 covenant against unfair competition 12 5. 5 return of confidential materials and information 15 5. 6 future employer 15 6. termination of employment 15 6. 1 termination 15 6. 2 term and termination / notice period 16 6. 3 revocation 16 6. 4 obligations of the company upon termination 17 1. service / termination of former employment 2 1. 1. 1 service 2 1. 2 termination of former employment 2 2. term of agreement 3 2. 3. scope of employment ; location 3 3. 3. 1 scope of service 3 3. 2 duties 3 3. 3 assumption of further functions 4 3. 4 location and travel 5 3. 4 4. compensation 5 4. 4. 1 base salary 5 4. 2 bonus 6 4. 3 restricted stock grant ; stock option and restricted stock awards 7 4. 4 pension plan 7 4. 5 accident insurance 8 4. 6 medical insurance 8 4. 7 expenses 8 4. 8 automobile allowance 8 4. 9 leave 8 5. confidentiality, non - competition and other covenants 9 5. 5. 1 non - disclosure of confidential materials, information and intellectual property 9 5. 2 immunity from liability for disclosure 11
223
services-agreements
exhibit 10. 1 execution copy asset transfer agreement among union electric company d / b / a ameren ue, central illinois public service company d / b / a ameren cips and ameren corporation dated as of may 2, 2005 chi - 1464202v2 chi - 1464202v2 chi - 1464202v2 table of contents page article 1 transfer of assets 1 1. 1 identification of assets 1 ( a ) inventory 2 ( b ) fixed assets 2 ( c ) real property 2 ( d ) leased property 2 ( e ) intellectual property rights 2 ( f ) business records 2 ( g ) contracts 3 ( h ) permits 3 ( i ) insurance 3 ( j ) rolling stock and vehicles 3 ( k ) petty cash 3 ( l ) accounts receivable 3 ( m ) uncollectible accounts 3 ( n ) accrued revenues 3 ( o ) environmental cleanup 3 ( p ) customer deposits 3 ( q ) miscellaneous 3 1. 2 dividend and transfer of assets 4 1. 3 contribution of assets 4 1. 4 retained assets 4 ( a ) designated assets 4 ( b ) non - assigned contracts 4 ( c ) employee plan assets 5 ( d ) corporate records 5 ( e ) this agreement 5 ( f ) third party actions 5 ( g ) subsidiaries 5 ( h ) cash and cash equivalents 5 ( i ) discontinued operations 5 ( j ) miscellaneous 5 1. 5 assignability and consents 5 ( a ) required consents 5 ( b ) nonassignable items 6 article 2 liabilities 6 2. 1 assumption of liabilities 6 ( a ) balance sheet 6 ( b ) trade payables 6 ( c ) contracts 6 i table of contents ( continued ) page ( d ) liabilities and obligations 7 ( e ) litigation 7 ( f ) environmental liabilities 7 ( g ) accounts payable 7 ( h ) accrued payroll 7 ( i ) vacation liability 7 ( j ) customer liabilities 7 ( k ) taxes 8 2. 2 retained liabilities 8 ( a ) pre - closing 8 ( b ) liabilities relating to the transfer of acquired assets 8 ( c ) employee - related liabilities 8 ( d ) litigation 9 ( e ) product, environmental and safety liability 9 ( f ) taxes 9 ( g ) liabilities 9 article 3 transfer and exchange 9 3. 1 payment 9 3. 2 prorations 10 article 4 closing 10 4. 1 general 10 4. 2 documents to be delivered
224
services-agreements
exhibit 10. 1 certain identified information has been excluded from this exhibit because it is both ( i ) not material and ( ii ) would be competitively harmful if publicly disclosed. ะดะพะณะพะฒะพั€ ะพะบะฐะทะฐะฝะธั ัƒัะปัƒะณ โ„– 773 service agreement # 773 ะดะพะณะพะฒะพั€ ะพะบะฐะทะฐะฝะธั ัƒัะปัƒะณ โ„– 773 service agreement # 773 ะณ. ะตะบะฐั‚ะตั€ะธะฝะฑัƒั€ะณ ยซ 15 ยป ัะตะฝั‚ัะฑั€ั 2021 ะณ. ekaterinburg 15 september, 2021 ะณ. ะตะบะฐั‚ะตั€ะธะฝะฑัƒั€ะณ ยซ 15 ยป ัะตะฝั‚ัะฑั€ั 2021 ะณ. ekaterinburg 15 september, 2021 ะณ. ะตะบะฐั‚ะตั€ะธะฝะฑัƒั€ะณ ยซ 15 ยป ัะตะฝั‚ัะฑั€ั 2021 ะณ. ekaterinburg 15 september, 2021 ะพะพะพ ะธะทะพั€ะตะธ ะผะตะดะธะบะฐะป ะธะฝะบ., ัŽั€ะธะดะธั‡ะตัะบะพะต ะปะธั†ะพ, ะดะตะธัั‚ะฒัƒัŽั‰ะตะต ะฒ ัะพะพั‚ะฒะตั‚ัั‚ะฒะธะธ ั ะทะฐะบะพะฝะพะดะฐั‚ะตะปัŒัั‚ะฒะพะผ ััˆะฐ, ะทะฐั€ะตะณะธัั‚ั€ะธั€ะพะฒะฐะฝะฝะพะต ะฟะพ ะฐะดั€ะตััƒ : ััˆะฐ, ั€ะธั‡ะปัะฝะด, ัƒะปะธั†ะฐ ั…ะธะปะท 350, ะพั„ะธั 106, ะธะผะตะฝัƒะตะผะพะต ะฒ ะดะฐะปัŒะฝะตะธัˆะตะผ ยซ ะธัะฟะพะปะฝะธั‚ะตะปัŒ ยป, ะฒ ะปะธั†ะต ะณะตะฝะตั€ะฐะปัŒะฝะพะณะพ ะดะธั€ะตะบั‚ะพั€ะฐ lori woods, ะดะตะธัั‚ะฒัƒัŽั‰ะตะณะพ ะฝะฐ ะพัะฝะพะฒะฐะฝะธะธ ัƒัั‚ะฐะฒะฐ, ั ะพะดะฝะพะธ ัั‚ะพั€ะพะฝั‹, ะธ isoray medical inc., a company organized and existing under the laws of united states of america, having its registered or principal office and place of business at 350 hills street, suite 106 richland, wa # # # - # # # - # # # # usa, hereinafter referred to as the ยซ contractor ยป, represented by the
225
services-agreements
exhibit 2. 1 securities purchase agreement by and among enpro industries, inc., each of the sellers and shareholder representative services llc, as the sellers โ€™ representative, relating to the purchase and sale of 100 % of the interests of leanteq co., ltd and leanteq llc july 19, 2019 exhibit 2. 1 securities purchase agreement by and among enpro industries, inc., each of the sellers and shareholder representative services llc, as the sellers โ€™ representative, relating to the purchase and sale of 100 % of the interests of leanteq co., ltd and leanteq llc july 19, 2019 table of contents article i definitions ; certain interpretive matters 1. 1 definitions 2 1. 2 certain interpretive matters 2 article ii closing ; post - closing adjustment 2. 1 purchase of securities and exercise of option 3 2. 2 closing 3 2. 3 estimated transaction consideration ; allocation 3 2. 4 closing payments 5 2. 5 post - closing adjustment 5 2. 6 allocation of the transaction consideration 8 2. 7 the sellers โ€™ representative holdback amount 8 2. 8 proceedings 8 2. 9 tax withholding 9 article iii representations and warranties relating to the acquired entities 3. 1 existence and qualification 9 3. 2 authorization ; enforceability 9 3. 3 non - contravention ; consents ; restrictive documents 10 3. 4 capitalization 10 3. 5 financial statements and related matters 11 3. 6 tax matters 12 3. 7 absence of certain changes 13 3. 8 material contracts 15 3. 9 certain assets 17 3. 10 insurance coverage 17 3. 11 litigation 17 3. 12 compliance with applicable laws ; permits 17 3. 13 properties 19 3. 14 intellectual property 19 3. 15 environmental matters 20 3. 16 plans and material documents 21 3. 17 employment matters 22 3. 18 affiliate transactions 22 i table of contents article i definitions ; certain interpretive matters 1. 1 definitions 2 1. 2 certain interpretive matters 2 article ii closing ; post - closing adjustment 2. 1 purchase of securities and exercise of option 3 2. 2 closing 3 2. 3 estimated transaction consideration ; allocation 3 2. 4 closing payments 5 2. 5 post - closing adjustment 5 2. 6 allocation of the transaction consideration 8 2. 7 the sellers โ€™ representative holdback amount 8 2. 8 proceedings 8 2. 9 tax withholding 9 article iii representations and warranties relating to the acquired entities 3. 1 existence and qualification 9 3. 2 authorization ; enforceability 9 3
226
services-agreements
exhibit 10. 4 final final final clinical trial services agreement sponsor : advaxis, inc. sponsor : advaxis, inc. sponsor : protocol : gog - 0265 ( dtm0622 ) protocol : gog - 0265 ( dtm0622 ) protocol : protocol title : a phase ii study of lovaxin - c ( ind # 13, 712 ) in the treatment of persistent or recurrent squamous or non - squamous cell carcinoma of the cervix protocol title : a phase ii study of lovaxin - c ( ind # 13, 712 ) in the treatment of persistent or recurrent squamous or non - squamous cell carcinoma of the cervix protocol title : a phase ii study of lovaxin - c ( ind # 13, 712 ) in the treatment of persistent or recurrent squamous or non - squamous cell carcinoma of the cervix this clinical trial services agreement ( โ€œ agreement โ€ ) is between advaxis, inc. ( โ€œ sponsor โ€ ), a for - profit corporation organized under the laws of delaware, usa and holder of ind number 13712, and the gynecologic oncology group ( โ€œ gog โ€ ), a not - for - profit corporation organized under the laws of the district of columbia, to conduct the clinical trial according to the protocol attached as exhibit a and incorporated by reference in this agreement. the principal investigator for the gog shall be philip j. disaia, m. d. the clinical trial will be directed by warner k. huh, m. d. ( โ€œ study chair โ€ ), according to the protocol. 1. definitions. the following terms, when capitalized, shall have the following meanings as used in this agreement : 1. definitions. the following terms, when capitalized, shall have the following meanings as used in this agreement : 1. definitions. the following terms, when capitalized, shall have the following meanings as used in this agreement : a. โ€œ case report form โ€ ( โ€œ crf โ€ ) : the case history or individual research record created and maintained for each enrolled participant in the clinical trial, as required by fda regulations. a. โ€œ case report form โ€ ( โ€œ crf โ€ ) : the case history or individual research record created and maintained for each enrolled participant in the clinical trial, as required by
227
services-agreements
exhibit 10. 44 execution copy agreement and plan of merger dated november 16, 2010 by and among mastec, inc., ecs acquisition merger subsidiary i, inc., ecs acquisition merger subsidiary ii, llc, ec source services, llc, force capital partners, llc, fcp investments, llc, casey maslonka, martin maslonka, jon maslonka, sidney strauss and justin campbell table of contents schedules agreement and plan of merger this agreement and plan of merger, dated november 16, 2010, as amended or otherwise modified ( the โ€œ agreement โ€ ), by and among mastec, inc., a florida corporation ( the โ€œ parent โ€ ), ecs acquisition merger subsidiary i, inc., a florida corporation and wholly - owned subsidiary of parent ( โ€œ merger subsidiary โ€ ), ecs acquisition merger subsidiary ii, llc, a florida limited liability company and wholly - owned subsidiary of parent ( โ€œ sister subsidiary โ€ ), ec source services, llc, a nevada limited liability company ( โ€œ ecs โ€ ), force capital partners, llc, a nevada limited liability company ( โ€œ force capital โ€ ), fcp investments, llc, a nevada limited liability company ( โ€œ fcp investments โ€, and together with force capital, the โ€œ entity members โ€ ), jon maslonka, a resident of the state of wyoming ( โ€œ jon โ€ ), sidney strauss, a resident of the state of arizona ( โ€œ strauss โ€ ), justin campbell, a resident of the state of wyoming ( โ€œ campbell, โ€ campbell together with jon and strauss, the โ€œ non - entity members โ€ and together with the entity members, the โ€œ ecs members โ€ ), and casey maslonka, a resident of the state of arizona and martin maslonka, a resident of the state of nevada ( together, the โ€œ indirect members โ€ and together with the ecs members, the โ€œ members โ€ ). recitals whereas, simultaneous with the execution and delivery of this agreement, parent, ecs and the members are entering into a membership interest purchase agreement ( the โ€œ membership interest purchase agreement โ€ ), pursuant to which parent is purchasing preferred units of ecs representing a thirty - three percent ( 33 % ) interest in ecs on a fully diluted basis and all of the preferred units of ecs ( the โ€œ preferred units โ€ ) ; whereas, the ecs members own all of the outstanding common units of ecs ( the โ€œ common units โ€ ), which together with the
228
services-agreements
exhibit 10. 2 environmental services agreement this environmental services agreement ( โ€œ agreement โ€ ) has been made and entered into by and between the following parties : atlanta gas light company ( " aglc " ), a georgia corporation, having a place of business at : ten peachtree place, suite 1000 atlanta, georgia 30309 mactec engineering and consulting, inc. ( " consultant " ), a delaware corporation, having a place of business at : 3200 town point drive, nw, suite 300 kennesaw, ga 30144 attention : shannon scruggs attention : david price telephone : 404 # # # - # # # - # # # # telephone : 770 # # # - # # # - # # # # facsimile : 404 # # # - # # # - # # # # facsimile : 770 # # # - # # # - # # # # e - mail : * * * @ * * * e - mail : * * * @ * * * atlanta gas light company ( " aglc " ), a georgia corporation, having a place of business at : ten peachtree place, suite 1000 atlanta, georgia 30309 atlanta gas light company ( " aglc " ), a georgia corporation, having a place of business at : ten peachtree place, suite 1000 atlanta, georgia 30309 mactec engineering and consulting, inc. ( " consultant " ), a delaware corporation, having a place of business at : 3200 town point drive, nw, suite 300 kennesaw, ga 30144 mactec engineering and consulting, inc. ( " consultant " ), a delaware corporation, having a place of business at : 3200 town point drive, nw, suite 300 kennesaw, ga 30144 attention : shannon scruggs shannon scruggs attention : david price david price telephone : 404 # # # - # # # - # # # # 404 # # # - # # # - # # # # telephone : 770 # # # - # # # - # # # # 770 # # # - # # # - # # # # facsimile : 404 # # # - # # # - # # # # 404 # # # - # # # - # # # # facsimile : 770 # # # - # # # - # # # # 770 # # # - # # # - # # # # e - mail : e -
229
services-agreements
exhibit 10. 1 flux technologies, corp. contact : iryna antaniuk 21 komorowo street, ste. 2, wolsztyn, poland 64 - 200 phone : 48 # # # - # # # - # # # # e - mail : * * * @ * * * professional services agreement between flux technologies, corp. ( flux ) and paliwa spolka z o. o. ( paliwa ) 1 professional services agreement client : paliwa spolka z o. o., 16 zeromskiego street, wolsztyn poland 64 - 200 project : detached commercial building date : february 17, 2012 1. overview a. paliwa spolka z o. o., the client, requests that flux technologies, corp., the 3d animation company, create a 3d animation of their proposed project, detached commercial building. this document is an agreement which outlines the scope of services and fees for performing the work defined herein. b. this project and the scope of services are generally defined herein. the services in this agreement are limited to the scope and terms defined herein and any additional services must be defined by a supplemental agreement. 2. assumptions a. this agreement is based on the architectural cad drawings provided by the client. b. the client shall conform to all applicable building codes and developmental restrictions. c. any services performed for the client by flux technologies, corp. on the project defined herein in lieu of an executed agreement shall constitute an implied acceptance by the client for the scope, fees, and terms defined herein for those services rendered. 3. information to be provided by the client a. all architectural and site cad files in autocad. dwg format ( release 2002 or later ). these files shall include at a minimum, the engineering site plan, floor plans, elevations, sections, landscape plans, and other significant design elements produced by others. b. the name and position of a single representative whom will have the authority to accept and approve the services and invoices provided by flux technologies, corp. and to direct tasks per contract on behalf of the client or owner. 4. scope of professional services a. flux technologies, corp. shall provide the professional services as described in appendix a, scope of services. 5. fees a. flux technologies, corp. shall charge fees as described in appendix b, professional fees. 6. standard business terms and conditions 1. the standard business terms and
230
services-agreements
exhibit 10. 1 amendment n1 to master service agreement dated august 16, 2010 by and between adherex technologies, inc. and oct group, llc new york april 2, 2011 new york april 2, 2011 new york april 2, 2011 april 2, 2011 adherex technologies, inc., having its registered office at 501 eastowne drive, suite 140, chapel hill, nc 27514, usa ( hereinafter referred to as " adherex " ), on the one side, in person of the ceo rosty raykov, and oct group, llc, having its principal office at 845 third avenue, 6th floor, new york, ny, 10022, usa, hereinafter referred to as โ€˜ โ€™ oct โ€™ โ€™, in person of the president dmitry sharov, on the other side, collectively referred to as โ€œ parties โ€, concluded this amendment to the master service agreement dated august 16, 2010 ( msa ) together with its exhibit 1. - psa dd. aug. 16, 2010, due to the changes in the scope of services required by adherex from oct. the parties agree on the following : 1. adherex requires and oct agrees to perform following additional services : 1. 1. 1. 1. open 2 ( two ) additional sites for its clinical trial, carried in russia by oct ; 1. 1. 1. 1. 1. 2. perform safety activities for the clinical trial ; 1. 2. 1. 2. 2. msa dated august 16, 2010 shall be amended by adding exhibit 2 psa โ€œ additional services budget โ€ dated march 09, 2011 enclosed hereto. 2. 2. 3. the total cost of the services listed in article 1 above and ptcs associated with services is 150. 078, 00 ( one hundred fifty thousand seventy eight ) usd as detailed in exhibit 2 psa โ€œ additional services budget โ€ dated march 09, 2011. 3. 3. 4. exhibit 1 psa dd. aug. 16, 2010 shall be amended as follows : 4. 4. 4. 1. section warehouse of exhibit 1 psa dated aug. 16, 2010 shall be considered null and void by the parties as of march 09, 2011 and shall be replaced in full by section vendor warehouse dd. march 09, 2011 attached hereto. 4. 1. 4. 1. 5. the parties agree on the following invoicing procedure for the additional services stipulated in article 1 above : 5
231
services-agreements
exhibit 10. 8. 1 third point reinsurance ltd. schedule of signatories to the director service agreement namerafe de la gueronnierejoseph l. dowling iiigretchen a. hayesmehdi mahmudmark parkinsiddhartha sankaran namerafe de la gueronnierejoseph l. dowling iiigretchen a. hayesmehdi mahmudmark parkinsiddhartha sankaran name rafe de la gueronniere joseph l. dowling iii gretchen a. hayes mehdi mahmud mark parkin siddhartha sankaran
232
services-agreements
exhibit 10. 7 management services agreement by and between integrated senior living llc ( management company ) and chp town village ok tenant corp. ( tenant ) town village oklahoma city, oklahoma august 19, 2013 management services agreement this management services agreement, is made as of the 19th day of august, 2013 ( the โ€œ effective date โ€ ) by and between chp town village ok tenant corp., a delaware corporation ( โ€œ tenant โ€ ), and integrated senior living llc, a texas limited liability company ( hereinafter โ€œ management company โ€ ). witnesseth : whereas, chp partners, lp ( โ€œ chp โ€ ) entered into a purchase and sale agreement with oklahoma care group, lp, dated as of july 3rd, 2013 ( the โ€œ purchase and sale agreement โ€ ), which shall be assigned by chp to chp town village ok owner, llc ( โ€œ landlord โ€ ), pursuant to which landlord shall acquire fee title to that certain independent and assisted living facility known as โ€œ town village โ€ located at 13000 n. may avenue, oklahoma city, oklahoma 73120 ( the โ€œ facility โ€ ) and all of the furniture, furnishings, equipment and other personal property located at the facility ; and whereas, tenant and landlord have entered into, or prior to the commencement date shall enter into, a lease agreement with respect to the facility pursuant to which tenant has leased all ownership interest in the real property, improvements, fixtures and related rights constituting the facility ; and whereas, tenant intends to operate the facility and has submitted an application to the oklahoma state department of health ( โ€œ osdh โ€ ) for the necessary license ; and whereas, to the extent tenant has not received confirmation from the osdh that the necessary license has or will be issued ( the โ€œ licensure date โ€ ), tenant and oklahoma care group, lp, a texas limited partnership ( โ€œ subtenant โ€ ), intend to enter into that certain interim sublease ( the โ€œ sublease โ€ ) with respect to the facility, pursuant to which subtenant will sublease all ownership in the real property, improvements, fixtures and related rights constituting the facility, until the licensure date ; and whereas, subtenant is as of the date hereof the current licensed operator of the assisted living center component of the facility, and, to the extent the sublease is entered into and becomes effective, is and shall remain throughout the term of the sublease responsible for providing or arranging
233
services-agreements
exhibit 10. 18 master services agreement this master services agreement ( the agreement ), effective may 5, 2005 ( the effective date ), is between vonage network inc., a delaware corporation with a place of business at 2147 route 27, edison, new jersey 08817 ( customer ), and synchronoss technologies, inc., a delaware corporation with a place of business at 1525 valley center parkway, bethlehem, pa 18017 ( synchronoss ). the parties agree as follows : 1. definitions. deliverable means any work product resulting from the services that is specifically identified in a statement of work and delivered to customer by synchronoss. services means the services defined in the applicable statement of work. statement of work means any written work statement executed by the parties and containing such information as generally illustrated in exhibit a attached hereto. 2. services. 2. 1 engagement. this agreement will be implemented through one or more statements of work executed by the parties from time to time, and provides the terms and conditions applicable to all statements of work. any modification of these terms and conditions within a statement of work will apply only to that statement of work in which the modification is set forth. synchronoss will report to the customer contact so designated in the applicable statement of work. 2. 2 services. synchronoss agrees to undertake the services and to use commercially reasonable efforts to complete the services in accordance with the descriptions and schedules specified therein. 2. 3 cooperation. customer acknowledges that the services may be performed in cooperation with customer personnel. customer will furnish to synchronoss such ( a ) descriptions, specifications, materials, data and other information ( customer information ), ( b ) cooperation, technical assistance, resources and support, and ( c ) access to customer โ€™ s equipment, systems and networks, as reasonably necessary or appropriate to perform the services. customer hereby grants synchronoss a nonexclusive and royalty - free right and license to use the customer information solely for the purpose of performing the services. 2. 4 problems. if customer ( or its third party licensors or vendors ) fails to fulfill any of its responsibilities in a timely manner under section 2. 3 for any reason ( including without limitation, changes, errors or omissions in customer information ), which delays provision of the services or results in additional costs, then synchronoss may act as it deems prudent to mit
234
services-agreements
exhibit 10. 2 agreement for guaranteed maximum price construction services change order 7 june 2006 project : wynn las vegas that certain agreement for guaranteed maximum price construction services between owner and contractor for wynn las vegas ( โ€œ project โ€ ) dated as of june 4, 2002 ( โ€œ contract โ€ ) is hereby modified as follows : 1. definitions. initial capitalized terms not otherwise defined in this change order shall have the meanings attributed to such terms in the contract. 2. scope of work as provided in section 15. 1. 1 of the contract, the owner, at its sole expense, implemented an owner controlled insurance program ( ocip ) to furnish certain insurance coverages with respect to the on - site activities of the contractor and subcontractors. the ocip was established for the benefit of the owner and contractor and subcontractors of all tiers who have performed work on - site. the original guaranteed maximum price in the contract reflected a credit of $ 18, 000, 000. 00, based upon the parties โ€™ best efforts to estimate the construction cost savings to be realized as a result of the owner โ€™ s furnishing of the insurance coverages provided under the ocip. based on change orders no. 4 & 5, the amount of the credit for projected savings for the ocip was increased from $ 18, 000, 000 to $ 19, 867, 980. section 15. 1. 3 of the contract provides that at the end of the project, prior to final payment, the guaranteed maximum price will be adjusted as a result of any variance between the actual savings amount and projected savings established by the foregoing credit amount, pursuant to an ocip audit. section 12. 2. 1. 16 of the contract requires that as a condition to final payment and final completion, an ocip audit be prepared and reasonably approved by owner which reflects the actual savings amount from the ocip. contractor having achieved final completion for all work areas covered by the ocip, an ocip audit was conducted by the ocip administrator and contractor and owner have agreed upon the results of the ocip audit. owner and contractor agree that based upon the ocip audit, the actual savings amount for the ocip is $ 24, 236, 418. the following is a summary level recap of the results of the ocip audit : project job number total mcaocip deduction master plan highrise lowrise
235
services-agreements
exhibit 10. 17 exhibit 10. 17 february 19, 2019 ( 1 ) bunge securitization b. v., as seller ( 2 ) bunge north america capital, inc., as u. s. intermediate transferor ( 3 ) cooperatieve rabobank u. a., as italian intermediate transferor and hungarian intermediate transferor ( 4 ) koninklijke bunge b. v., as master servicer ( 5 ) the sub - servicers party hereto ( 6 ) the committed purchasers party hereto ( 7 ) cooperatieve rabobank u. a., as administrative agentthird amendment to the servicing agreement february 19, 2019 ( 1 ) bunge securitization b. v., as seller ( 2 ) bunge north america capital, inc., as u. s. intermediate transferor ( 3 ) cooperatieve rabobank u. a., as italian intermediate transferor and hungarian intermediate transferor ( 4 ) koninklijke bunge b. v., as master servicer ( 5 ) the sub - servicers party hereto ( 6 ) the committed purchasers party hereto ( 7 ) cooperatieve rabobank u. a., as administrative agentthird amendment to the servicing agreement february 19, 2019 ( 1 ) bunge securitization b. v., as seller ( 2 ) bunge north america capital, inc., as u. s. intermediate transferor ( 3 ) cooperatieve rabobank u. a., as italian intermediate transferor and hungarian intermediate transferor ( 4 ) koninklijke bunge b. v., as master servicer ( 5 ) the sub - servicers party hereto ( 6 ) the committed purchasers party hereto ( 7 ) cooperatieve rabobank u. a., as administrative agent ( 1 ) bunge securitization b. v., as seller ( 2 ) bunge north america capital, inc., as u. s. intermediate transferor ( 3 ) cooperatieve rabobank u. a., as italian intermediate transferor and hungarian intermediate transferor ( 4 ) koninklijke bunge b. v., as master servicer ( 5 ) the sub - servicers party hereto ( 6 ) the committed purchasers party hereto ( 7 ) cooperatieve rabobank
236
services-agreements
exhibit 10. 34 government of puerto rico puerto rico electric power authority amendment no. 5 to emergency master service agreement for prepa โ€™ s electrical grid repairs - hurricane maria appear as first party : the puerto rico electric power authority ( prepa ), a public corporation and government instrumentality of the commonwealth of puerto rico, created by act 83 of may 2, 1941, as amended ( โ€œ act 83 โ€ ), represented in this act by its executive director, justo luis gonzalez torres, of legal age, married, engineer and resident of juana diaz, puerto rico. as second party : cobra acquisitions llc ( contractor ), a limited liability company organized and existing under the laws of the state of delaware with a place of business at 14201 caliber drive, suite 300, oklahoma city, oklahoma 73134, herein represented by arty straehla, of legal age, married, and a resident of oklahoma city, oklahoma. whereas : prepa is authorized to enter into this agreement by virtue of section 6 ( f ) of act 83. whereas : on october 19, 2017, prepa and the contractor entered into an emergency master service agreement for prepa โ€™ s electrical grid repairs - hurricane maria ( the โ€œ original contract ). whereas : prepa and the contractor executed an amendment no. 1 to the original contract dated november 1, 2017, an amendment no. 2 to the original contract dated as of december 8, 2017, an amendment no. 3 to the original contract dated december 21, 2017, an amendment no. 4 to the original contract dated as of january 28, 2018 ( the original contract, as so amended, the โ€œ contract โ€ ). whereas : the united states army corps of engineers ( usace ) has been the primary procurement authority for materials necessary for the restoration of power in puerto rico, whose procurement channels have faced increasing supply chain pressures and whose procurements must comply with various u. s. laws and regulations such as the buy american act ( 41 u. s. c. ยง ยง 8301 - 8305 ). whereas : various materials required for the restoration of power are only readily available from foreign suppliers under contract with prepa and who meet prepa โ€™ s specifications. whereas : stateside response efforts and storm restoration requirements in places such as houston, tx and the state of florida following hurricanes harvey and irma depleted materials from suppliers available to the usace, and for these or other supply chain constraints, have limited the availability of materials
237
services-agreements
master services agreement entered into by chiltern international inc. and insmed incorporated effective as of 11 february 2011 chiltern ref : 8001 / fit1695 page of 41 confidential chiltern ref : 8001 / fit1695 page of 41 confidential chiltern ref : 8001 / fit1695 page of 41 confidential master services agreement table of contents chapter 1 introduction and operative provision 1. introduction 2. operative provision chapter 2 definitions and interpretation 3. definitions 4. interpretation chapter 3 services and performance 5. services 6. third party providers and investigators 7. personnel and team assignments 8. transfer of obligations 9. identity of sponsor of study 10. test materials 11. modification of services 12. delays and extension of timelines 13. force majeure 14. audits and inspections 15. records and reports chapter 4 payment 16. payment 17. inflationary adjustment 18. disputed invoices 19. non - payment of undisputed amounts 20. travel and out of pocket expenses 21. funds for investigator grants and third party provider payments 22. foreign currency chapter 5 party obligations 23. confidentiality 24. insurance obligations 25. use of names, etc 26. employee solicitation 27. dispute resolution 28. ownership of inventions, discoveries etc. 29. exclusivity commitment chapter 6 additional covenants, representations, warranties, indemnities and liability chapter 6 chapter 6 30. representations, warranties, and additional covenants of insmed 31. representations, warranties, and additional covenants of chiltern 32. representations, warranties, and additional covenants of insmed and chiltern 32. 32. 33. chiltern โ€™ s indemnity 34. insmed โ€™ s indemnity 35. limitations of liability chapter 7 term and termination 36. term of agreement 37. termination on notice 38. termination on material breach 39. termination on insolvency, etc 40. payments on termination 41. obligations of parties on termination chapter 8 miscellaneous 42. notices 43. chiltern an independent contractor 44. assignment 45. entire agreement 46. severability 47. law applicable to agreement ; submission to jurisdiction ; waiver of jury trial 48. counterparts 49. language of agreement appendix 1 listing of divisions and subsidiaries of chiltern appendix 2 form of work order arikaceโ„ข inhaled antibiotic programs for cystic fibrosis ( โ€œ cf โ€ ) or nontuberculous mycobacteria
238
services-agreements
exhibit 4. 5 [ form of subordinated floating rate discover financial services internote ] subordinated floating rate discover financial services internote registered registered no. [ ] 1 cusip : registered registered no. [ ] 1 1 cusip : unless this certificate is presented by an authorized representative of the depository trust company ( 55 water street, new york, new york ) to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of cede & co. or such other name as requested by an authorized representative of the depository trust company and any payment is made to cede & co., any transfer, pledge or other use hereof for value or otherwise by or to any person is wrongful since the registered owner hereof, cede & co., has an interest herein. unless and until it is exchanged in whole or in part for notes in definitive registered form, this registered global note may not be transferred except as a whole by the depositary to a nominee of the depositary or by a nominee of the depositary to the depositary or another nominee of the depositary or by the depositary or any such nominee to a successor depositary or a nominee of such successor depositary. these notes are not a deposit and are not insured or protected by the securities investor protection corporation or any other governmental agency. 1 insert principal amount. 1 discover financial services subordinated floating rate discover financial services internote original issue date : initial interest date : spread ( plus or minus ) : initial redemption date : 1 maturity date : interest accrual date : alternate rate event spread : initial redemption percentage : specified ( face amount ) currency : 3, 4 maximum interest rate : spread multiplier : yield to maturity : interest rate basis : minimum interest rate : interest payment period : amount of oid : applicability of annual redemption index maturity : interest reset period : issue price ( expressed as a percentage aggregate principal amount ) : [ 100 ] % percentage increase : option election dates : 2 interest reset dates : if yes, state each redemption date and redemption price : optional payment currency : 2 applicability of modified payment upon acceleration or redemption : applicability of annual redemption reduction designated exchange rate : 2 if yes, state issue price : if yes, state annual percentage reduction : notes also represented by dtc global note : ยจ yes5 ยจ no indexed currency : 3 calculation agent : currency base3 rate
239
services-agreements
exhibit 10. 17 march 16, 2010 stephen d โ€™ arcy chair board of trustees detroit medical center 3990 john r, one brush south detroit, mi 48201 dear mr. d โ€™ arcy : please accept my sincere appreciation for your leadership and partnership as we move forward in this next chapter in the rich history of detroit medical center. our belief in the future of detroit and the strength of your management team, combined with the investments we will make over the next several years, truly makes this an exciting opportunity. this initiative creates tremendous potential for advancing both organizations and i personally look forward to working with you and your colleagues to realize a new future together. the addition of detroit medical center to the family of vanguard health systems โ€™ hospitals significantly increases the size of our organization. just as important, however, the thought leadership of the detroit medical center management team will be a welcome addition to our company as we push ahead with our mission to help people achieve health for life. the quality of care and community commitment demonstrated by your team is remarkable and we will be listening and learning as we go forward. in turn, we also are confident in our ability to bring real value to detroit medical center, providing the access to capital, community support and leadership, and innovative practices that are our traditions. in recognition of our shared importance to one another, i write to extend to your organization a seat on the vanguard board of directors. once the transaction is closed, we look forward to your board โ€™ s nomination of a candidate to the vanguard board. we look forward to working with your designee not only to advance detroit medical center โ€™ s mission, but our shared mission for vanguard health systems. again, please accept my gratitude for your leadership throughout this transaction. sincerely, / s / charles n. martin charles n. martin chairman and ceo vanguard health systems 20 burton hills boulevard, suite 100 โ€ข nashville, tn 37215 โ€ข 615 # # # - # # # - # # # # โ€ข fax # # # - # # # - # # # # exhibit 10. 17 march 16, 2010 stephen d โ€™ arcy chair board of trustees detroit medical center 3990 john r, one brush south detroit, mi 48201 dear mr. d โ€™ arcy : please accept my sincere appreciation for your leadership and partnership as we move forward in this next chapter in the rich history of detroit medical center. our belief in the future of detroit and the strength of your management team, combined with the
240
services-agreements
exhibit 10. 17 addendum to service agreement exhibit 10. 17 addendum to service agreement this addendum to the service agreement dated 21 august 2017 ( the โ€œ addendum โ€ ) is entered into between : io biotech aps [ * * * ] ( the โ€œ company โ€ ) and eva ehrnrooth ( the โ€œ cmo โ€ ) 1 remuneration 1. 1 effective from 1 april 2021, the monthly gross salary is dkk 187, 500 payable monthly in arrears on the last working day of each month at the latest. 2 pension scheme 2. 1 the cmo will be part of the company โ€™ s general pension scheme in force from time to time. in addition to the gross salary, the company pays a pension contribution corresponding to 10 % of the cmo โ€™ s gross salary, cf. clause 1. 1. the cmo โ€™ s minimum pension contribution constitutes 3 % of the cmo โ€™ s gross salary, cf. clause 1. 1 3 other terms of employment 3. 1 all other terms and conditions of the employment remain unchanged. 3. 2 the cmo is to enclose this addendum to the service agreement. addenda to the service agreement from an integral part of the service agreement. date : date : for and on behalf of the company : / s / mai - britt zocca / s / eva ehrnrooth mai - britt zocca, ceo eva ehrnrooth this addendum to the service agreement dated 21 august 2017 ( the โ€œ addendum โ€ ) is entered into between : io biotech aps [ * * * ] ( the โ€œ company โ€ ) and eva ehrnrooth ( the โ€œ cmo โ€ ) 1 remuneration 1. 1 effective from 1 april 2021, the monthly gross salary is dkk 187, 500 payable monthly in arrears on the last working day of each month at the latest. 2 pension scheme 2. 1 the cmo will be part of the company โ€™ s general pension scheme in force from time to time. in addition to the gross salary, the company pays a pension contribution corresponding to 10 % of the cmo โ€™ s gross salary, cf. clause 1. 1. the cmo โ€™ s minimum pension contribution constitutes 3 % of the cmo โ€™ s gross salary, cf. clause 1. 1 3 other terms of employment 3. 1 all other terms and conditions of the
241
services-agreements
exhibit 10. 19 this laboratory service agreement ( โ€ agreement โ€ ) is made effective on 26 august 2016 by and between ( 1 ) covance central laboratory services lp an indiana limited partnership, with its principal place of business at 8211 scicor drive, indianapolis, indiana 46214, usa ; and covance central laboratory services sarl, with its principal place of business at rue moise - marchines 7, 1217 meyrin, geneva switzerland ( collectively โ€œ covance โ€ ) ; and ( 2 ) regenmed ( cayman ) ltd., 10 market street, no. 774 camana bay, grand cayman ky1 - 9006, cayman islands ( โ€œ sponsor โ€ ). ( each a โ€œ party โ€ and collectively the โ€œ parties โ€ ). whereas ( a ) covance is engaged in the business of providing laboratory testing, data management, protocol management and information management services for pharmaceutical clinical trials. ( b ) sponsor desires for covance to perform such services for one or more clinical trials, all in accordance with and subject to the terms and conditions of this agreement. it is agreed 1. definitions 1. 1 in this agreement, the following words and expressions shall have the following meanings : โ€œ affiliate โ€ means any entity controlling, controlled by, or in common control with a party. for the purposes of this definition, โ€œ control โ€ shall mean ownership or control, directly or indirectly of more than fifty percent ( 50 % ) of the common voting stock or ordinary shares in the entity or the right to appoint fifty percent ( 50 % ) or more of the directors of that entity. with respect to covance, the term affiliate shall include laboratory corporation of america holdings and any business entity that is controlled by or is under common control with laboratory corporation of america holdings. โ€œ anti - corruption laws โ€ means any anti - bribery and anti - corruption laws, rules, regulations applicable to either party ( each as amended from time to time ) including the united states anti - kickback law, united states foreign corrupt practices act, the uk bribery act 2010 and the oecd convention against the bribery of foreign government officials in international business transactions, together with any applicable implementing legislation including any applicable local law addressing bribery or corruption. โ€œ applicable law โ€ means applicable federal, state and local laws, rules, regulations, including the regulations of the fda and data protection laws. โ€œ background ip โ€ means all pre - existing intellectual property belonging to or licensed to a party or other intellectual property created outside the
242
services-agreements
flir systems, inc. professional services agreement this professional services agreement ( the โ€œ agreement โ€ ) is made as of the date last signed below in wilsonville, county of clackamas, state of oregon, between flir systems, inc. ( hereinafter, the โ€œ company โ€ or โ€œ flir โ€ ), a corporation having offices at 27700 sw parkway avenue, wilsonville, oregon 97070 and william w. davis ( hereinafter, the โ€œ consultant โ€ ) ( individually, a โ€œ party โ€ and together, the โ€œ parties โ€ ). 1. scope of work to be performed. given consultant โ€™ s unique role as the former general counsel for flir, and in light of flir โ€™ s ongoing needs for certainty, continuity and transfer of information, flir desires to retain consultant and consultant agrees to provide services as needed in performing the following tasks : a. be available to the company for consultation regarding transition and historical legal matters relating to the company โ€™ s business and ongoing, threatened or new litigation, claims, arbitrations or disputes ( โ€œ disputes โ€ ). a. a. be available to the company for consultation regarding transition and historical legal matters relating to the company โ€™ s business and ongoing, threatened or new litigation, claims, arbitrations or disputes ( โ€œ disputes โ€ ). be available to the company for consultation regarding transition and historical legal matters relating to the company โ€™ s business and ongoing, threatened or new litigation, claims, arbitrations or disputes ( โ€œ disputes โ€ ). b. throughout the period for which consultant receives payments under this agreement, consultant will reasonably cooperate with and assist the company with respect to the company โ€™ s legal and related issues, including by returning calls or emails in a timely manner, and assisting the company with respect to any disputes. b. b. throughout the period for which consultant receives payments under this agreement, consultant will reasonably cooperate with and assist the company with respect to the company โ€™ s legal and related issues, including by returning calls or emails in a timely manner, and assisting the company with respect to any disputes. throughout the period for which consultant receives payments under this agreement, consultant will reasonably cooperate with and assist the company with respect to the company โ€™ s legal and related issues, including by returning calls or emails in a timely manner, and assisting the company with respect to any disputes. c. consultant agrees that consultant will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation
243
services-agreements
exhibit 4. 3 execution copy sale and servicing agreement among americredit automobile receivables trust 2005 - b - m, issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 exhibit 4. 3 execution copy sale and servicing agreement among americredit automobile receivables trust 2005 - b - m, issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 sale and servicing agreement among americredit automobile receivables trust 2005 - b - m, issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 sale and servicing agreement among americredit automobile receivables trust 2005 - b - m, issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 among americredit automobile receivables trust 2005 - b - m, issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 americredit automobile receivables trust 2005 - b - m, issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 issuer, afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup servicer and trust collateral agent dated as of may 25, 2005 afs sensub corp., seller, americredit financial services, inc., servicer, and wells fargo bank, national association, backup service
244
services-agreements
exhibit 10. 1 corporate integrity agreement between the office of inspector general of the department of health and human services and envision healthcare corporation i. preamble i. envision healthcare corporation ( envision ) hereby enters into this corporate integrity agreement ( cia ) with the office of inspector general ( oig ) of the united states department of health and human services ( hhs ) to promote compliance with the statutes, regulations, and written directives of medicare, medicaid, and all other federal health care programs ( as defined in 42 u. s. c. ยง 1320a - 7b ( f ) ) ( federal health care program requirements ). contemporaneously with this cia, envision is entering into a settlement agreement with the united states. for the purpose of this cia, โ€œ envision โ€ shall cover the following : envision healthcare corporation and its directly or indirectly owned or controlled subsidiaries and affiliates that contract with hospitals to staff and manage either the hospitals โ€™ emergency departments and / or the hospitals โ€™ hospitalist programs, which currently includes ( 1 ) emcare, inc., its subsidiaries and affiliates that contract with hospitals to staff and manage either the hospitals โ€™ emergency departments and / or the hospitals โ€™ hospitalist programs ( emcare ) and ( 2 ) sheridan healthcare, its subsidiaries and affiliates that contract with hospitals to staff and manage either the hospitals โ€™ emergency department and / or the hospitals โ€™ hospitalist programs ( โ€œ sheridan โ€ ) and ( 3 ) and any physician practice that is managed by envision or any of its directly or indirectly owned or controlled subsidiaries or affiliates ( including, but not limited to emcare and sheridan ) that furnishes emergency department and / or hospitalist services. ii. term and scope of the cia ii. a. the period of the compliance obligations assumed by envision under this cia shall be five years from the effective date of this cia. the โ€œ effective date โ€ shall be the date on which the final signatory of this cia executes this cia. each one - year period, beginning with the one - year period following the effective date, shall be referred to as a โ€œ reporting period. โ€ envision corporate integrity agreement 1 b. sections vii, x, and xi shall expire no later than 120 days after oig โ€™ s receipt of : ( 1 ) envision โ€™ s final annual report ; or ( 2 ) any additional materials submitted by envision pursuant to oig โ€™ s request, whichever is later.
245
services-agreements
exhibit 10. 1 portions of this exhibit were omitted and filed separately with the securities and exchange commission pursuant to a request for confidential treatment. such portions are marked by a series of asterisks. execution copy united states consumer financing services agreement parties this united states consumer financing services agreement ( this โ€œ agreement โ€ ) is made and entered into as of november 30, 2006 by and between general motors corporation, a delaware corporation ( โ€œ gm โ€ ), and gmac llc, a delaware limited liability company ( โ€œ gmac โ€ ). recitals a. gm, directly and through its subsidiaries, as defined in this agreement, is a worldwide manufacturer, distributor, marketer, and seller of motor vehicles, including used vehicles, and related goods and services ( โ€œ gm products โ€ ), offered for sale to retail consumers through a network of dealers authorized by gm and its subsidiaries ( โ€œ gm dealers โ€ ), including certain dealers that are wholly - or partially - owned by gm or its subsidiaries. b. gmac is a worldwide diversified financial services company that directly, and through its subsidiaries, provides automotive and non - automotive finance and lease, insurance, banking, mortgage lending, and other services to a variety of affiliated and unaffiliated consumers ( โ€œ gmac products โ€ ). c. gm and gmac provide significant services and resources to each other. the transactions, relationships, interactions, and dealings between gm and gmac ( โ€œ dealings โ€ ), contribute significantly to the success of gm and gmac, generally providing efficiencies and enhanced results for each of them, including business opportunities and referrals, data and resource sharing, economies of scale, leveraging staff expertise, and administrative conveniences. these efficiencies flow from, among other things, four aspects of their relationship : ( 1 ) the formal ownership structure that existed historically, resulting in tax, legal, and administrative efficiencies ; ( 2 ) propinquity โ€” their history, familiarity, proximity, and common corporate culture and industry experience โ€” allowing informal and simplified interactions including infrastructure sharing ; ( 3 ) sound business practices, including economies of scale and leveraging of resources ; and ( 4 ) their โ€œ shared โ€ / โ€œ common โ€ customers ( i. e., gm dealers and purchasers of gm products ). combined, these efficiencies result in highly valuable and significant organizational, operational, business, and financial synergies ( โ€œ synergies โ€ ). although specific aspects of
246
services-agreements
objective and scope general conditions type of contract term price and amount of the contract item description of the service unit unit price ( $ ) 1. construction and implementation of planta ana maria 1. 1 department of engineering and project preparation task / month 6, 473, 200 1. 2 department of engineering and project preparation task / day 400, 722 1. 3 materials global variables 1. 4 equipment global variables 1. 5 machinery global variables 1. 6 fuels global variables 1. 7 maintenance of equipment and machinery global variables 1. 8 construction materials global variables 1. 9 sundry global variables 1. 10 encampment global variables 1. 11 fungibles global variables 1. 12 electric materials global variables 1. 13 tools global variables 1. 14 process global variables 2. construction and implementation of planta filomena 2. 1 department of engineering and project preparation task / month 6, 473, 200 2. 2 department of engineering and project preparation task / day 400, 722 2. 3 materials global variables 2. 4 equipment global variables 2. 5 machinery global variables 2. 6 fuels global variables 2. 7 maintenance of equipment and machinery global variables 2. 8 construction materials global variables 2. 9 sundry global variables 2. 10 encampment global variables 2. 11 fungibles global variables 2. 12 electric materials global variables 2. 13 tools global variables 2. 14 process global variables 3. geological supervision 3. 1 service of geologists task / month 5, 735, 327.. 2 service of geologists task / day 355, 044 3. 3 geologist assistant service task / month 1, 688, 631 3. 4 geologist assistant service task / day 104, 534 3. 5 draftsmen service task / month 1, 043, 949 3. 6 draftsmen service task / day 64, 625 3. 7 operations assistant month 1, 321, 723 3. 8 operations assistant day 81, 821 3. 9 topographic control task / month 4, 280, 910 3. 10 topographic control task / day 265, 009 4. special sampling services 4. 1 specialized sample taker man / month 1, 057, 480 4. 2 specialized sample taker man / day 65, 463 4. 3 sample handling ( sampling ) man / month 944, 547 4. 4 sample handling ( sampling ) man / day 58, 472 4. 5 team month 6, 049, 865 4. 6
247
services-agreements
pediatrx inc. phys pharma llc a. pedx owns certain rights to granisolโ„ข, ( granisetron hci ), an oral solution used in cancer care to treat nausea and vomiting associated with cancer treatment ( โ€œ granisol โ€ ) ; b. apricus biosciences, inc. ( โ€œ apricus โ€ ) owns certain rights to granisol obtained pursuant to a co - promotion agreement between apricus and pedx dated february 21, 2012 ; c. each of pedx and apricus have expressed an interest in bundling their respective interests in granisol for the limited purpose of marketing and selling granisol to a single purchaser ; d. the company, which is engaged in the business of providing business development advisory and consulting services to life sciences companies, is aware of and has access to certain persons that might be interested in purchasing an interest in granisol ; and e. pedx and the company desire to enter into a relationship on the terms and conditions set forth in this agreement. 1. services ( a ) during the term ( as hereinafter defined ) of this agreement, the company shall provide the following services ( the โ€œ services โ€ ) to pedx : ( i ) from time - to - time during the term of this agreement, the company shall provide to pedx a written list ( the โ€œ list โ€ ) of select biopharmaceutical companies which the company believes might have an interest in acquiring granisol ( collectively, โ€œ prospective purchasers โ€ ). ( ii ) from the list, pedx and the company shall collaborate in the selection of prospective purchasers to be contacted by the company and the company shall assist pedx in marketing and selling granisol to those selected prospective purchasers, including arranging for an introduction and the initiation of dialogue with those prospective purchasers. ( iii ) on an as - needed, as - requested basis, the company shall assist pedx in negotiating and documenting the sale of any interest in granisol to a prospective purchaser. ( iv ) the company shall provide written status reports to pedx on a bi - weekly basis ( or such other period as the parties may agree ), detailing any contacts, discussions, etc., with prospective purchasers, in such form as pedx may require, acting reasonably. ( v ) if and to the extent that pedx is
248
services-agreements
exhibit 10. 3 a nisource company 1700 maccorkle ave se po box 1273 charleston, wv # # # - # # # - # # # # customer services june 30, 2009 ms. nimmie hickman washington gas light company 6801 industrial park springfield, va 22151 re : fss service agreement no. 4409 fts service agreement no. 4484 sst service agreement no. 100303 dear ms. hickman : enclosed for your file are fully executed originals of the above - referenced agreements. if you should have any questions, please feel free to contact me at ( 304 ) # # # - # # # - # # # #. sincerely, jackie r. sydnor team leader, customer services enclosures jrs : seb exhibit 10. 3 a nisource company 1700 maccorkle ave se po box 1273 charleston, wv # # # - # # # - # # # # customer services june 30, 2009 ms. nimmie hickman washington gas light company 6801 industrial park springfield, va 22151 re : fss service agreement no. 4409 fts service agreement no. 4484 sst service agreement no. 100303 re : fss service agreement no. 4409 fts service agreement no. 4484 sst service agreement no. 100303 dear ms. hickman : enclosed for your file are fully executed originals of the above - referenced agreements. if you should have any questions, please feel free to contact me at ( 304 ) # # # - # # # - # # # #. sincerely, jackie r. sydnor team leader, customer services enclosures jrs : seb service agreement no. 100303 control no. sst service agreement this agreement made and entered into this 31 day of october, 2008, by and between : columbia gas transmission, llc ( โ€œ transporter โ€ ) and washington gas light company ( โ€œ shipper โ€ ) witnesseth : that in consideration of the mutual covenants herein contained, the parties hereto agree as follows : section 1. service to be rendered. transporter shall perform and shipper shall receive service in accordance with the provisions of the effective sst rate schedule and applicable general terms and conditions of transporter โ€™ s ferc gas tariff, second revised volume no. 1 ( tariff ), on file with the federal energy regulatory commission ( commission ), as the same
249
services-agreements
mojo republik mojo republik mgr int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ advertising / service agreement 09 / 10 / 2008 mgr int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ advertising / service agreement 09 / 10 / 2008 sales person ( s ) : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ 1. 0 service scope : - site - wide advertising - newsletter advertising 2. 0 fees 2. 0 fees item / service item / service qty qty rate / wk ( 13wks ) rate / wk ( 13wks ) rate / wk ( 26wks ) rate / wk ( 26wks ) cost cost site wide right column ad ( 160 x 300 pixels ) newsletter - column ad ( 160 x 300 pixels ) site - wide skin ( 1352 x 724 pixels ) subtotal site - wide skin : included in first month โ€™ s insertion discount - subtotal tax total cust int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ mojo republik mojo republik mgr int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ advertising / service agreement 09 / 10 / 2008 mgr int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ advertising / service agreement 09 / 10 / 2008 mojo republik mojo republik mgr int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ advertising / service agreement 09 / 10 / 2008 mgr int : _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ advertising / service agreement 09 / 10 / 2008
250
services-agreements
payroll service agreement this payroll service agreement ( this " agreement " ) is made as of the 30th day of june, 2011. between : titan iron ore corp. a nevada corporation 4320 โ€” 196 street, s. w., # 111 lynwood, washington 98036 ( hereinafter called " titan " ) and kriyah consultants, llc an arizona limited liability company 3040 north campbell ave. suite 110 tucson, az 85719 ( hereinafter called " kriyah " ) whereas andrew a. brodkey ( " brodkey " ) is employed by titan as its president and ceo in accordance with the employment agreement attached hereto as schedule'a'( the " employment agreement " ) ; whereas kriyah is able to offer certain payroll and benefits administration services to titan ; whereas kriyah and titan have also entered into a consulting service agreement dated june 30, 2011 ( " csa " ) ; now therefore, the parties hereto agree as follows. 1. kriyah agrees to administer the payroll and health insurance benefits to be provided by titan to brodkey as contemplated in the employment agreement. 1. 1. kriyah agrees to administer the payroll and health insurance benefits to be provided by titan to brodkey as contemplated in the employment agreement. kriyah agrees to administer the payroll and health insurance benefits to be provided by titan to brodkey as contemplated in the employment agreement. 2. brodkey consents to kriyah's administration of the payroll and health insurance benefits provided to him by titan. 2. 2. 3. in connection with brodkey's employment by titan, kriyah shall administer payroll deductions, unemployment compensation, the employer's shares of social security taxes and workers compensation and any other withholdings or payroll related payments required under applicable law. at titan's request, kriyah shall provide evidence of compliance with these obligations. 3. 3. in connection with brodkey's employment by titan, kriyah shall administer payroll deductions, unemployment compensation, the employer's shares of social security taxes and workers compensation and any other withholdings or payroll related payments required under applicable law. at titan's request, kriyah shall provide evidence of compliance with these obligations. in connection with brodkey's employment by titan, kriyah shall administer payroll deductions, unemployment compensation, the employer's shares
251
services-agreements
exhibit 10. 97pncmidlandloanreal estateservicesmarch 2, 2021via emaillf lubbock expo llc, et al attn : chris johnston1635 43rd street s, suite 205fargo, nd 58103email address : kcox @ lodqinqfund. comre : midland loan : xxxxxxx ( " loan " ) borrower : lf lubbock expo llc and lf3 lubbock expo trs llc ( " borrower " ) dear borrower : midland loan services, a division of pnc bank, national association ( " midland " ) as master servicer and / or special servicer for wells fargo bank, national association, as trustee for morgan stanley capital i trust 2019 - h6, commercial mortgage pass - through certificates, series 2019 - h6 ( " lender " ) is in receipt of borrower's request to temporarily waive all property - related financial and leasing tests ( i. e. ltv, dscr, debt yield and occupancy percentage ) under the applicable loan documents ( the " loan documents " ) for a period from and including, 6 / 30 / 2020, through and including 6 / 30 / 2021 ( the " transaction " ). midland conditionally grants its consent to the transaction provided that ( i ) there exists no uncured event of default ( as defined in the loan documents ), ( ii ) borrower acknowledges and agrees that except as modified by this letter, all other terms, covenants and conditions of the loan documents shall remain unmodified, in full force and effect and ratified by the borrower, ( iii ) borrower acknowledges acceptance of the terms of the transaction by countersigning and returning this letter ( electronic signature and transmission is acceptable ) ; and ( iii ) borrower remits to midland $ 500, which amount represents midland's non - refundable processing fee ( the " processing fee " ). wiring instructions for the processing fee are as follows : pnc bank, n. a., two pnc plaza 620 liberty avenuepittsburgh, pa 15222aba # : 043000096midland loan services credit account : xxxxxxxxref loan # : xxxxxxxxxnothing contained in this letter shall constitute a waiver of any event of default under the loan documents or of lender's rights or
252
services-agreements
whereas : now, therefore, the parties hereto agree as follows : ( a ) none of the shares have been registered under the 1933 act, or under any state securities or โ€œ blue sky โ€ laws of any state of the united states, and, unless so registered, may not be offered or sold in the united states or, directly or indirectly, to u. s. persons, as that term is defined in regulation s under the 1933 act ( โ€œ regulation s โ€ ), except in accordance with the provisions of regulation s, pursuant to an effective registration statement under the 1933 act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the 1933 act ; ( c ) the company has not undertaken, and will have no obligation, to register any of the shares under the 1933 act ; ( d ) the decision to execute this agreement and acquire the shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the company, and such decision is based entirely upon a review of information ( the receipt of which is hereby acknowledged ) which has been filed by the company with the united states securities and exchange commission and in compliance, or intended compliance, with applicable securities legislation ( collectively, the โ€œ public record โ€ ) ; ( e ) no securities commission or similar regulatory authority has reviewed or passed on the merits of the shares ; ( f ) there is no government or other insurance covering the shares ; ( g ) kourafalos and its advisor ( s ) have had a reasonable opportunity to ask questions of and receive answers from the company in connection with the distribution of the shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the company ; ( h ) the books and records of the company were available upon reasonable notice for inspection, subject to certain confidentiality restrictions, by kourafalos during reasonable business hours at its principal place of business, and all documents, records and books in connection with the distribution of the shares hereunder have been made available for inspection by kourafalos, its attorney and / or advisor ( s ) ; ( i ) the company is entitled to rely on the representations, warranties, statements and answers of kourafalos contained in this agreement ; ( j ) kourafalos will indemnify and hold harmless the company and, where applicable
253
services-agreements
division of procrea mont - royal, group opmedic inc. service offer analysis of msn - 2 chlamydia / gonorrhea of self - collection device presented to : dr. michel aube canna inno laboratories inc. by : ms. france lagace, director diagnostic laboratories october 12, 2018 procrea fertilite, a division of mount - royal 1361 beaumont, suite 301, mont - royal, qc, h3p 2w3 tel : ( 514 # # # - # # # - # # # # france lagace ext. 2268 introduction we are pleased to present our service offer concerning the chlamydia / gonorrhee analysis for detecting auto collection infections. we thank you for providing us with the opportunity to present our solution to meet the following objectives : 1 - perform, initially, an analysis on 20 samples whose results are known, in order to validate whether the cobas 4800 ct / ng technology can be used, on msn - 2 type auto collection samples. 2 - following the initial analysis, analyze 500 to 1000 samples. roles and responsibilities a โ€“ procrea fertility : รธ extract the primary specimen as recommended by canna inno laboratories inc. ; รธ perform analysis according to roche โ€™ s cobas 4800 ct / ng protocol ; รธ the analysis time : 1 month, depending on the arrival of specimens in the laboratory ( only complete series : 22 cases, will be performed ) ; รธ provide a report for each of the specimens tested ; รธ invoice the client for the analyzes received at the laboratory during the month ; and รธ provide consumables related to the analysis excluding ( conical tubes 50ml dnase / rnase free ) ; รธ extract the primary specimen as recommended by canna inno laboratories inc. ; รธ extract the primary specimen as recommended by canna inno laboratories inc. ; รธ perform analysis according to roche โ€™ s cobas 4800 ct / ng protocol ; รธ perform analysis according to roche โ€™ s cobas 4800 ct / ng protocol ; รธ the analysis time : 1 month, depending on the arrival of specimens in the laboratory ( only complete series : 22 cases, will be performed ) ; รธ the analysis time : 1 month, depending on the arrival of specimens in the laboratory ( only complete series : 22 cases, will be performed ) ; รธ provide a report for each of the specimens tested ; รธ provide a report
254
services-agreements
exhibit 10. 28assignment and assumption agreementthis agreement is made the 1st day of april, 2019, among : bcimc ( college ) us realty inc., a corporation formed under the laws of canada ( โ€œ college corp โ€ ) and : bcimc ( municipal ) us realty inc., a corporation formed under the laws of canada ( โ€œ municipal corp โ€ ) and : bcimc ( public service ) us realty inc., a corporation formed under the laws of canada ( โ€œ public service corp โ€ ) and : bcimc ( wcb ) us realty inc., a corporation formed under the laws of canada ( โ€œ wcb corp โ€ ) and : bcimc ( hydro ) us realty inc., a corporation formed under the laws of canada ( โ€œ hydro corp โ€ ) and : bcimc ( wcbaf ) realpool global investment corpoaration, a corporation formed under the laws of canada ( โ€œ wcbaf corp โ€ and collectively with college corp, municipal corp, public service corp, teachers corp, wcb corp and hydro corp, the โ€œ vendors โ€ and โ€œ vendor โ€ means any one of them ) and : 1 exhibit 10. 28 exhibit 10. 28 assignment and assumption agreementthis agreement is made the 1st day of april, 2019, among : bcimc ( college ) us realty inc., a corporation formed under the laws of canada ( โ€œ college corp โ€ ) and : bcimc ( municipal ) us realty inc., a corporation formed under the laws of canada ( โ€œ municipal corp โ€ ) and : bcimc ( public service ) us realty inc., a corporation formed under the laws of canada ( โ€œ public service corp โ€ ) and : bcimc ( wcb ) us realty inc., a corporation formed under the laws of canada ( โ€œ wcb corp โ€ ) and : bcimc ( hydro ) us realty inc., a corporation formed under the laws of canada ( โ€œ hydro corp โ€ ) and : bcimc ( wcbaf ) realpool global investment corpoaration, a corporation formed under the laws of canada ( โ€œ wcbaf corp โ€ and collectively with college corp, municipal corp, public service corp, teachers corp, wcb corp and hydro corp, the โ€œ vendors โ€ and โ€œ vendor โ€ means any one of them ) and : assignment and assumption agreement this agreement is made the 1st day of april, 2019, among :
255
services-agreements
adoption agreement for pentegra services, inc. volume submitter 401 ( k ) profit sharing plan caution : failure to properly fill out this adoption agreement may result in disqualification of the plan. employer information ( an amendment to the adoption agreement is not needed solely to reflect a change in this employer information section. ) 1. employer's name, address, telephone number, tin and fiscal year 1. employer's name, address, telephone number, tin and fiscal year 1. employer's name, address, telephone number, tin and fiscal year name : the dime savings bank of williamsburgh name : the dime savings bank of williamsburgh name : the dime savings bank of williamsburgh address : 209 havemeyer street street brooklyn new york 11211 citystatezip telephone : # # # - # # # - # # # # taxpayer identification number ( tin ) : 11 - 0685750 employer's fiscal year ends : december 31st 2. type of entity 2. type of entity 2. type of entity a. [ x ] corporation ( including tax โ€‘ exempt or non โ€‘ profit corporation ) a. [ x ] corporation ( including tax โ€‘ exempt or non โ€‘ profit corporation ) a. [ x ] corporation ( including tax โ€‘ exempt or non โ€‘ profit corporation ) b. [ ] professional service corporation b. [ ] professional service corporation b. [ ] professional service corporation c. [ ] s corporation c. [ ] s corporation c. [ ] s corporation d. [ ] limited liability company that is taxed as : d. [ ] limited liability company that is taxed as : d. [ ] limited liability company that is taxed as : 1. [ ] a partnership or sole proprietorship 2. [ ] a corporation 3. [ ] an s corporation e. [ ] sole proprietorship e. [ ] sole proprietorship e. [ ] sole proprietorship f. [ ] partnership ( including limited liability ) f. [ ] partnership ( including limited liability ) f. [ ] partnership ( including limited liability ) g. [ ] other : ( must be a legal entity recognized under federal income tax laws ) g. [ ] other : ( must be a legal entity recognized under federal income tax laws ) g. [ ] other : ( must be a legal entity recognized under federal income tax laws ) 3. affiliated employers / participating employers ( plan sections 1. 7 and 1. 61 ). is the employer an affiliated employer ( i. e., a member
256
services-agreements
exhibit 10. 33 intra - citi service agreement ( โ€œ icsa โ€ ) this icsa is entered into as of the date hereof, by and between the service provider and the customer designated herein ( collectively, the โ€œ parties โ€ ). the parties acknowledge they are entering into this icsa pursuant to the provisions of the general terms and conditions for intra - citi services agreements ( effective date : september 1, 2007 ) ( the โ€œ gtc โ€ ). the parties further acknowledge and agree that the provisions of the gtc and the provisions of each country addendum ( โ€œ ca โ€ ) and performance level standards document ( โ€œ plsd โ€ ) that is applicable to the services contemplated by this icsa are hereby incorporated by reference and shall apply to this icsa as though such provisions were set forth herein in their entirety. section i. agreement overview ( check one only ) 3. detailed services description : ( required if non cgics box checked in item 2. ) section ii. contact names ( i. e., cfo, director of finance, treasurer, etc ) section iii. parties involved ( see legal vehicle organization structure ( lvos ) for legal vehicle listing ) http : / / www. citigroup. net / citigroupbusinessservices / citifinance / lvos / 2a. customer legal entity location ( country ) ( if legal vehicle in 1. a. has foreign branches, insert country of consumption of the services ) 2b. service provider legal entity location ( country ) ( if legal vehicle in 1. b. has foreign branches, insert country in which services rendered ) 3a. customer frs bu # ( s ) ( includes, but is not limited to, the frs bu # ( s ) identified here ) 3b. service provider frs bu # ( s ) ( includes, but is not limited to, the legal vehicle frs bu # ( s ) identified here ) section iv. pricing ( skip to section v if cgics box checked in item 2 of section i. ) 1. arm โ€™ s length pricing method selected ( select from dropdown menu ) 2. unit of measure / volume ( if applicable ) select payment type ( choose either cost center with corp code or dda / staar # with staar contact ) select payment type ( choose either cost center with corp code or dda / staar # with staar contact ) section vi. other provisions 1. amendments to gtc
257
services-agreements
exhibit 10. 16 manufacturing services agreement this agreement is entered into as of the 23rd day of november, 2016 by paramit corporation, a california corporation ( referred to in this agreement as โ€œ paramit โ€ or โ€œ supplier โ€ ), and quanterix, inc., a delaware corporation ( referred to in this agreement as โ€œ customer โ€ ). each of paramit and customer may be referred to herein as a โ€œ party โ€ and are jointly referred to as the โ€œ parties. โ€ recitals whereas, customer intends to develop and commercialize certain products and wishes to contract with a contract manufacturing organization for the further refinement, manufacture and supply of such products ; and whereas, paramit has manufacturing and related services experience and expertise and owns a facility that is or would be suitable for production of such products ; and whereas, customer desires to retain paramit as a supplier of the product ( as defined below ), and supplier desires to supply such product and perform services for customer on the terms and conditions set forth in this agreement ; and now, therefore, in consideration of the foregoing premises and of the mutual covenants of the parties hereinafter set forth, the parties hereto agree as follows : 1. definitions deterministic acceptance criteria : paramit procures material to customer specifications, assembles and tests finished assemblies and product also to customer specifications. an acceptance criterion that directly evaluates the functional performance of the product to the customer specifications is called โ€œ deterministic โ€. non acceptance will point to a particular part or function as being defective or inoperative. examples : pressure test, repeatability of a positioning system, bearing pre - load measurement etc. to contrast, an example of a non - deterministic criterion would be one where the customer โ€™ s application software fails but it does not point to any failing part of the machine. the particular test might fail owing to establishment of specification limits that are tighter than what the machine design is capable of delivering, or the variance in the consumables. another example would be when the customer constructs a test whose result is a derivative of several parameters and therefore a failure of this test may not indicate where the problem lies or whether there is a problem at all. โ€œ acceptance period โ€ means [ * * * ] after shipment of product from paramit. โ€œ calendar quarter โ€ means each period of three consecutive calendar months ending on march 31, june 30, september 30 or december 31. form : sal - f
258
services-agreements
exhibit 10. 1. 1 2015 public service company of new hampshire restructuring and rate stabilization agreement june 10, 2015 amended january 26, 2016 amendment the undersigned settling parties hereby amend the 2015 public service company of new hampshire restructuring and rate stabilization agreement ( the โ€œ settlement agreement โ€ ), dated june 10, 2015, as follows : 1. beginning at page 16, line 427, section iv, parts a & b are replaced with the following : iv. divestiture a. general for the economic benefit of customers, the commission and psnh shall expeditiously pursue divestiture of psnh โ€™ s owned generation fleet upon the later of the enactment of the legislation contained in appendix a hereto and final commission approval of the settlement agreement reflecting the provisions of this agreement. this divestiture will take place through several processes including the sale of its existing power generation facilities at auction. the goals of the asset auctions are to maximize the net total transaction value ( โ€œ ttv โ€ ), which reflects all of the cash and non - cash elements of the transaction ( s ), realized from the sale ( s ) in order to minimize stranded costs, to provide a market - based determination of stranded costs, and to establish a competitive energy market, while at the same time providing certain employee and host community protections as set forth herein. the commission shall have administrative oversight of the auction process and bid selection, including such direction and control as it deems necessary. affiliates or subsidiaries of eversource may not bid on psnh โ€™ s generating assets. the commission shall select and supervise an auction advisor, whose client shall be the commission, to conduct the auction process. commission staff shall be responsible for management and oversight of the auction advisor โ€™ s performance, consulting with and informing the company as required to ensure effective support for, facilitation of, and control over the auction process. for the purposes of such selection, management and supervision of an auction advisor, as well as any divestiture - related processes including the auction itself, the designation of certain commission staff as advocate shall be lifted. such status will extend until all divestiture activities have been resolved. selection of a qualified auction advisor shall be by competitive procurement and may commence prior to a final commission order approving or disapproving this settlement agreement. any contract with a qualified auction advisor entered into prior to a final commission order in docket no. de 14 - 238 shall be contingent on iss
259
services-agreements
1st july 2018 st mr. ramesh kamath mumbai appointment letter dear ramesh, it gives us immense pleasure in offering you an appointment in our organization with effect from your date of joining on the following terms and conditions : 1. position details : you are designated as chief financial officer in band 1 and will be based at mumbai. 1. 1. position details : you are designated as chief financial officer in band 1 and will be based at mumbai. position details : you are designated as chief financial officer in band 1 and will be based at mumbai. 2. compensation & benefits : your compensation shall be as follows : 2. 2. compensation & benefits : your compensation shall be as follows : compensation & benefits : your compensation shall be as follows : compensation componentamount ( inr per month ) amount ( inr per annum ) basic salary4000004800000other allowance8240839889000flexi basket compensation benefits ( fbcb ) * 60000720000medical allowance125015000pf ( employer contribution ) 48000576000cost to company ( ctc ) 133333316000000 compensation componentamount ( inr per month ) amount ( inr per annum ) basic salary4000004800000other allowance8240839889000flexi basket compensation benefits ( fbcb ) * 60000720000medical allowance125015000pf ( employer contribution ) 48000576000cost to company ( ctc ) 133333316000000 compensation componentamount ( inr per month ) amount ( inr per annum ) basic salary4000004800000other allowance8240839889000flexi basket compensation benefits ( fbcb ) * 60000720000medical allowance125015000pf ( employer contribution ) 48000576000cost to company ( ctc ) 133333316000000 compensation component compensation component amount ( inr per month ) amount ( inr per month ) amount ( inr per annum ) amount ( inr per annum ) basic salary basic salary 400000 400000 4800000 4800000 other allowance other allowance 824083 824083 9889000 9889000 flexi basket compensation benefits ( fbcb ) * flexi basket compensation benefits ( fbcb ) *
260
services-agreements
1. this subscription form is for use by united states accredited investors. 2. complete the information on page 2 of this subscription agreement. 3. complete : ( a ) a us investor questionnaire ( the โ€œ us accredited investor questionnaire โ€ ) attached as exhibit a to this subscription agreement ; and ( b ) a canadian investor questionnaire ( the โ€œ canadian investor questionnaire โ€, and together with the us accredited investor questionnaire, the โ€œ questionnaires โ€ ) attached as exhibit b hereto. 4. all other information must be filled in where appropriate. 8, 000 units us $ 1. 25 per unit for a total purchase price of us $ 10, 000 the subscriber or the beneficial purchaser owns, directly or indirectly, the following securities of the issuer : [ check if applicable ] the subscriber or the beneficial purchaser is [ ] an insider of the issuer or [ ] a registrant. 8, 000 units us $ 1. 25 per unit for a total purchase price of us $ 10, 000 the subscriber or the beneficial purchaser owns, directly or indirectly, the following securities of the issuer : [ check if applicable ] the subscriber or the beneficial purchaser is [ ] an insider of the issuer or [ ] a registrant. registration instructions delivery instructions name to appear on certificate name and account reference, if applicable account reference if applicable contact name address address telephone number registration instructions delivery instructions name to appear on certificate name and account reference, if applicable account reference if applicable contact name address address telephone number execution by subscriber : details of beneficial purchaser x ( if not the same as subscriber ) signature of individual ( if subscriber is an individual ) x authorized signatory ( if subscriber is not an individual ) name of beneficial purchaser ( please print ) name of subscriber ( please print ) e - mail address of beneficial purchaser name of authorized signatory ( please print ) telephone number of beneficial purchaser address of subscriber address of beneficial purchaser ( residence ) telephone number of subscriber accepted this day of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _, 2012 anavex life sciences corp. e - mail address of subscriber per : social security / tax i. d. no. of subscriber authorized signatory execution by subscriber : details of beneficial purchaser x ( if not the same as sub
261
services-agreements
exhibit 10. 19 exhibit 10. 19 amendment no. 3 to the shareholders โ€™ agreement this amendment no. 3 ( this amendment ) to the shareholders โ€™ agreement dated 21 november 2016, between saudi aramco and rowan, as amended on 18 december 2017 and 28 june 2018 ( the agreement ) is made and entered into on 13 august 2020 among : ( 1 ) rowan rex limited, a limited company duly organized and existing under the laws of the british overseas territory of the cayman islands ( rowan ) ; rowan rex limited ( 2 ) mukamala oil field services limited ( as successor to saudi aramco development company ( saudi aramco ) ), a limited liability company incorporated and registered in the kingdom of saudi arabia, holding commercial registration certificate number # # # - # # # - # # # # dated 20 / 09 / 1439h, with a registered capital of sar 1, 729, 307, 480 and having its principal office at dhahran, kingdom of saudi arabia ( mukamala ) ; and mukamala oil field services limited ( 3 ) saudi aramco rowan offshore drilling company, a limited liability company organised under the laws and regulations of the kingdom of saudi arabia, holding commercial registration certificate number 2051064243 dated 20 / 08 / 1438h, with a registered capital of sar 187, 500, 000 and having its principal office at al - khobar, kingdom of saudi arabia ( the company ) ; saudi aramco rowan offshore drilling company ( each a party and together the parties ). whereas : ( a ) saudi aramco and rowan, as the shareholders, entered into the agreement, dated 21 november 2016, which was later amended on 18 december 2017 and 28 june 2018 ; saudi aramco and rowan, as the shareholders, entered into the agreement, dated 21 november 2016, which was later amended on 18 december 2017 and 28 june 2018 ; ( b ) the company acceded to the agreement on 25 may 2017 ; the company acceded to the agreement on 25 may 2017 ; ( c ) saudi aramco transferred its shareholder instruments to mukamala on 28 june 2018 and each of saudi aramco, rowan, mukamala and the company executed a novation agreement on such date in connection therewith ; saudi aramco transferred its shareholder instruments to mukamala on 28 june 2018 and each of saudi aramco, rowan, mukamala and the company executed a novation agreement on such date
262
services-agreements
exhibit 2. 1 execution version securities and assets sale agreement twist beauty packaging s. a. s. twist beauty packaging holding france s. a. s. albea services sas twist beauty packaging holdings corp. twist beauty packaging holding mexico s. de r. l de cv albea packaging ( suzhou ) co. ltd. ( as vendors ) and silgan international holdings b. v. silgan dispensing systems holdings company silgan dispensing systems brazil packaging industry ltda. silgan dispensing systems ( wuxi ) co., ltd. ( as purchasers ) and silgan holdings inc. ( as purchaser parent ) 21 april 2020 i exhibit 2. 1 execution version securities and assets sale agreement twist beauty packaging s. a. s. twist beauty packaging holding france s. a. s. albea services sas twist beauty packaging holdings corp. twist beauty packaging holding mexico s. de r. l de cv albea packaging ( suzhou ) co. ltd. ( as vendors ) and silgan international holdings b. v. silgan dispensing systems holdings company silgan dispensing systems brazil packaging industry ltda. silgan dispensing systems ( wuxi ) co., ltd. ( as purchasers ) and silgan holdings inc. ( as purchaser parent ) 21 april 2020 i execution version table of contents clause page 1. definitions and interpretation 8 1. 1 definitions 8 1. 2 interpretation 20 2. sale of securities and suzhou assets 22 3. purchase price 23 3. 1 purchase price of the securities and the suzhou business 23 3. 2 estimated securities purchase price paid at completion 23 3. 3 purchase price adjustment paid post completion 25 3. 4 deduction from purchase price 26 3. 5 brazilian tax credit 27 4. conditions to completion 28 4. 1 conditions 28 4. 2 obligations and cooperation regarding antitrust clearances 28 4. 3 obligations and cooperation regarding execution of the successor convention 29 4. 4 termination or waiver 30 4. 5 break fee 31 5. pre - completion obligations 31 5. 1 conduct of business up to completion 31 5. 2 prior reorganization 34 5. 3 steering committee 35 5. 4 cooperation relating to anti - money laundering 36 5. 5 material contract waivers 36 5. 6 release of vendors guarantees 37 5. 7 employees matters 37 5. 8 cooperation with respect to the purchasers
263
services-agreements
exhibit 10. 1 services agreement this services agreement ( this โ€œ agreement โ€ ) is entered into this _ _ day of december 2021 ( the โ€œ effective date โ€ ) by and between al dali international co., a company organized under the laws of kuwait ( โ€œ dic โ€ ), and vivakor, inc. a company organized under the laws of the usa, and its subsidiary, vivaventures energy group, inc., a company organized under the laws of the usa ( โ€œ vivakor โ€ ). dic and vivakor are each referred to as a โ€œ party โ€ and collectively as the โ€œ parties. โ€ recitals whereas, the government of kuwait and united nation, acting through the kuwait oil company ( โ€œ koc โ€ ) has awarded to enshaat al sayer ( through the joint venture ( โ€œ jv โ€ ) with water & soil remediation ) to remediate contaminated soil under the kuwait remediation program ( โ€œ kerp โ€ ) pursuant to rfp โ€“ 2061027 โ€“ south kuwait excavation, transportation and remediation project ( โ€œ koc remediation contract โ€ ) ; whereas, enshaat al sayer desires to engage dic / vivakor to perform contaminated soil treatment for the koc remediation contract using vivakor โ€™ s patented technology for extracting hydrocarbons, as used in vivakor โ€™ s remediation processing center ( โ€œ rpc โ€ ) plants. whereas, dic and vivakor desire to work together in performing remediation treatment services as subcontractors to enshaat al sayer for the koc remediation contract. whereas, vivakor agrees to provide the needed rpc plants and technical supervision to perform the treatment services under enshaat al sayer for the koc remediation contract. whereas, dic agrees to provide all other necessary resources ( including infrastructure and operational financing ) to operate the rpc plants under the technical directions of vivakor to perform the treatment services under enshaat al sayer for the koc remediation contract. whereas, the parties agree that this contract is subject to the signing of a subcontractor agreement between dic and enshaat al sayer to perform remediation services for the koc remediation contract, which means this contract will only become enforceable the next day after dic signs a subcontractor agreement for soil remediation services with enshaat al sayer for the koc
264
services-agreements
exhibit 10. 5 vanell, corp. advisory services agreement unanimous written consent of the board of directors in lieu of a special meeting dated as of : january 23, 2014 the following agreement ( " agreement " ) between vanell, corp., a corporation of the state of nevada, ( the " corporation " ), and neil swartz and timothy hart collectively, ( " advisors " ) outline the services and compensation between the parties. advisory services and issuance of preferred stock 1 ) advisory services. in consideration for the issuance of six hundred thousand ( 600, 000 ) of vanell corp's ( " vanell " ) preferred stock to the advisors and in the amounts set forth herein and as inducement for the advisors to be affiliated with vanell, the advisors have agreed to and shall provide the following advisory services : ยท assist management with the preparation and filing of reports with the securities and exchange commission, including past and current reports on form 10 - k and 10 - q ยท repackage corporate materials to position vanell as a railroad company seeking an acquisition ยท assist vanell in seeking to identify and evaluate potential merger and acquisition candidates and, when appropriate, negotiate on vanell's behalf ยท assist vanell in maintaining current on the otcqb markets ยท initiate an investor relations campaign ยท assist vanell in preparation of private offering documents ยท introduce prospective investors to vanell the preferred stock shall upon issuance be deemed earned. 2 ) preferred stock. the designations and preferences for the preferred stock is attached as exhibit a. vanell shall have authorized a series of preferred stock and file the certificate of designations with the nevada secretary of state. 3 ) issuance of preferred stock in consideration for the issuance of 600, 000 shares of preferred stock to neil swartz and timothy hart they shall deliver to vanell the advisory services outlined herein. vanell, corp. advisory services agreement 1 vanell, corp. advisory services agreement vanell, corp. advisory services agreement 1 1 in witness whereof, the parties hereto have caused this agreement to be duly executed, as of this 23rd day of january 2014. / s / neil swartz / s / timothy hart neil swartz - ceo vanell, corp timothy hart - cfo vanell, corp / s / neil swartz / s / neil swartz / s / timothy hart / s / timothy hart neil swartz - ceo vanell, corp neil swartz
265
services-agreements
exhibit 10. 08 automated meter reading services agreement this automated meter reading services agreement ( " agreement " ) is entered into this 11th day of march, 2005, and is by and between cellnet technology, inc., a delaware corporation ( " cellnet " ), and laclede gas company, a missouri corporation ( " laclede " ). all capitalized terms not otherwise defined herein have the respective meaning set forth in appendix a hereto. recitals whereas, laclede desires to introduce new automated gas meter reading, data acquisition and data management services to its service area that efficiently provide accurate information for billing, distribution, operations, customer care and customer marketing purposes ; whereas, laclede has selected a radio frequency fixed network application as the system that can best provide basic services while permitting maximum flexibility of information for expansion into other functional uses ; whereas, laclede desires cellnet to establish, where it has not already been established, and maintain a fixed network consisting of mills installed on laclede gas meters, mcc sites on towers and / or other appropriate structures, the network operations center ( " noc " ), the communication link between the mccs and the noc, all other equipment necessary for cellnet to provide automated gas meter reading, data acquisition and data management services to laclede and the operation, care and maintenance of all installed equipment ; whereas, laclede desires for cellnet to provide all of the equipment and labor and take all of the actions necessary to perform automated reads of laclede gas meters within st. louis city, st. louis county and st. charles county and selected portions of other counties in laclede's service area as set forth on exhibit 1 ( collectively, " fixed network area " ) and to make available such readings to laclede ( i. e., laclede desires to acquire from cellnet turnkey meter readings ) and for cellnet to provide data acquisition and management services ; and whereas, cellnet has the expertise, experience and skill to provide such turnkey automated meter reading, data acquisition and data management services and desires to provide the same to laclede on the terms and conditions set forth herein. now, therefore, the parties agree as follows : article 1 initial fixed network deployment phase 1. 1overview. immediately upon the execution of this agreement, the parties shall commence to integrate their respective systems in accordance with this article ( the " initial fixed network deployment phase "
266
services-agreements
investorsvoice. com service agreement this lnvestorsvoice service agreement ( the " agreement " ) dated august 19. 2009 is made by and between seafarer ( the " company " ), and investorsvoice. com, llc ( " investorsvoice " ) a texas limited liability company. 1. promotion services. the company hereby retains investorsvoice to perform the following services in accordance with the terms and conditions set forth in this agreement. investorsvoice will provide full marketing services which include : daily news alerts. mid - day alerts. traders alerts. unlimited news releases all to 1. 5 million opt - in investors plus the f ull call center program ( the " services " ) for the company mainly through database system for the term set forth below. 2. term of the agreement. the services will begin august. 2009 ( the " commencement date " ) and will end november 1. 2009 ( the " end date " ). either party may cancel this agreement within or on 5 business days prior to the commencement date ( the " termination date " ) by e - mail ing the other party. 3. time devoted by investorsvoice. it is anticipated that lnvestorsvoiec will spend approximately 45 days in fulfilling its obligations under this agreement. the particular amount of time spent may vary from day to day or week to week or month to month.. 4. place where services will be rendered. investorsvoice will pertbrm most services in accordance with this agreement on its website wv. \ _ _ _ _ _ _ _ _ _ _ r, in addition investorsvoice will perl'onn services with other media outlets and at such other places as necessary to perform the services in accordance with this agreement. 5. payment to investorsvoice. investorsvoice has or will be paid $ 6. 000 for work performed accordance with this agreement. both the company and investorsvoice agree that investorsvoice will act as an independent contractor in the performance of its duties under this agreement. no refunds are allowed after termination date. investorsvoice shall be responsible for payment of all taxes including federal. state and local taxes arising out of the service activities in accordance with this contract, including by way of illustration but no t limitation. federal and state income tax. social security tax. unemployment insurance taxes. and any other taxes or business license fee as required. 6. confidential lnforrmation
267
services-agreements
exhibit 10. 3 hq global workplaces service agreement service agreement type : agreement date : may 4, 2005 business center bank details street / floor 4819 emperor blvd., imperial business park - 4th floor name : city : durham sort code : state & zip code : nc, 27703 account number : client details ( not an hq center address ) corporate account o yes pca o yes company name : tranzyme pharmceuticals federal id no. : address : 3001 12th avenue north contact name / title : vipin k. garg, ph. d. state : quebec city : sherbrooke telephone : 819 # # # - # # # - # # # # zip code : j1h 5n4 emergency contact : 919 # # # - # # # - # # # # fax : 819 # # # - # # # - # # # # email address : * * * @ * * * emergency phone : invoicing details ( if different ) contact name / title : accounts payable company name : city : address : zip code : state : fax : telephone : the standard fee ( excluding tax ) office number market office price per month $ monthly office price $ number of workstations total per month $ comments 447 $ 8, 240. 00 $ 6, 180. 00 1 $ 6, 180. 00 please see addendum a, b, c $ 0. 00 455, 456, 457 rent free for may $ 0. 00 $ 2700 rent for month of june $ 0. 00 free rent thereafter until occ. $ 0. 00 of suite 447. $ 0. 00 $ 0. 00 total per month $ $ 6, 180. 00 initial payment : monthly office payment $ 6, 180. 00 service retainer 2 $ 10, 180. 00 monthly taxes rate 0. 00 % $ 0. 00 total initial payment $ 16, 360. 00 monthly payment : total monthly pymt ( excl. of services ) $ 6, 180. 00 length of agreement start date ( mm / dd / yy ) : may 1, 2005 end date ( mm / dd / yy ) : february 28, 2006 comments after first three months, client to have 30 - day notice period to break agreement without penalty. proper written notice required to exercise the break and must end the last day of the month. check here if you
268
services-agreements
eu - 265723 v1 executive director service agreement between spark networks se kohlfurter straรŸe 41 / 43 10999 berlin, germany represented by its administrative board, represented by the chairman of the administrative board, mr. david khalil, hereinafter : โ€œ company โ€ and gitte bendzulla danziger strasse 75, 10405 berlin hereinafter : โ€œ executive director โ€ ( geschaftsfuhrender direktor ) preamble : by resolution of june 26, 2019 the company โ€™ s administrative board has appointed gitte ben - dzulla as executive director of the company with effect as of january 1, 2020. this executive director service agreement ( hereinafter โ€œ agreement โ€ ) replaces all prior and existing agreements among the company and the executive director. it sets forth the terms and condition of gitte bendzulla โ€™ s services as executive director of the company : ยง 1 position / place of work ( 1 ) the executive director is, together with additional executive directors, an executive director and the general counsel of the company. ( 2 ) as general counsel of the company, the executive director is providing independent and autonomous analysis of operationally relevant legal issues ; independent assessments and exhibit 10. 3 - 2 - eu - 265723 v1 presentation of legal solutions with regard to specific operational questions ; advice for rele - vant legal questions ; independent assessment of possible legal solutions, autonomous negoti - ations of contracts and other arrangements with third parties. the executive director is not subject to instructions of the company or the administrative board when it comes to legal guidance. ( 3 ) the executive director โ€™ s place of service is at the company โ€™ s registered place of business, currently located in berlin. ยง 2 management / representation ( 1 ) the executive director shall manage the company โ€™ s business with the due care and diligence of a prudent businessman and in accordance with this agreement, the instructions issued by the administrative board, and in observance of the statutory provisions and the approval re - quirements, respectively, established by the company โ€™ s most current version of the articles of association and the rules for procedures for the executive directors as well as any other com - pany โ€™ s guidelines, including the code of conduct. ( 2 ) without impacting its right to issue instructions, the administrative board may issue rules of procedure for the management that distinguish the duties and responsibilities of several ex
269
services-agreements
execution version asset sale agreement by and among carriage services of louisiana, inc., and carriage funeral holdings, inc. as buyers, and sci louisiana funeral services, inc., s. e. funeral homes of louisiana, llc, and s. e. funeral homes of virginia, llc, as sellers, dated march 3, 2014 us 2231891v. 22 table of contents page article ipurchase and sale................................................................................. 2section 1. 1transfer of assets............................................................................................. 2section 1. 2excluded assets................................................................................................ 4section 1. 3consideration for assets payable at closing.................................................... 5section 1. 4assumption of liabilities................................................
270
services-agreements
10 august 2018 private and confidential ken murphy [ address ] dear ken re : contract of employment in reviewing our current practices in light of wba โ€™ s rules regarding statutory directorships, we have concluded a clause in your current contract of employment is no longer a term we wish to rely upon, and we therefore propose to remove it entirely. the wording of the clause is as follows : this agreement shall automatically terminate ( without notice or payment in lieu of notice ) : ( a ) if the executive is, at the relevant time, a director of the company or any group company and the executive ceases to hold such office of director because : ( a ) ( a ) if the executive is, at the relevant time, a director of the company or any group company and the executive ceases to hold such office of director because : if the executive is, at the relevant time, a director of the company or any group company and the executive ceases to hold such office of director because : ( b ) he resigns such office of director ; ( b ) ( b ) he resigns such office of director ; he resigns such office of director ; please notify your agreement to the removal of the clause by signing and returning a copy of this letter to me at the address below by no later than tuesday 14 august 2018. at wba, we constantly strive to protect our legitimate business interests and confidential information within all the markets and sectors in which we operate. for that reason, i would urge that you regularly familiarize yourself with the wba code of conduct and business ethics and the terms of your employment contract which govern your obligations both during and after your employment with wba. as you would expect, wba reserves the right to take action to protect its interests and your adherence to your obligations whenever it is considered appropriate to do so. those obligations include your agreement not to work for competitors of wba for a defined period after your employment comes to an end. non - exhaustive examples of those competitors ( as defined in your contract of employment ) will be notified to you from time to time as our markets and competitors evolve but include, without limitation, our competitors within industries such as retail pharmacy, health & beauty retail, pharmaceutical wholesale, pharmacy benefit management and healthcare insurance, pre - wholesale, pharmaceutical logistics and the development of branded health & beauty products, pharmaceuticals and cosmetics. should you wish to discuss the contents of this letter or what this change means in more detail, please don โ€™
271
services-agreements
agreement id 198. 0 exhibit a buyer โ€™ s cumulative mainline capacity entitlement point ( s ) of receipt ( mcf / day ) 1. discharge side of seller โ€™ s compressor station 45 at the existing point of interconnection between seller โ€™ s southwest louisiana lateral and seller โ€™ s mainline beauregard parish, louisiana. ( station 45 tp # 7101 ) 1, 562 2. existing point of interconnection between seller and texas eastern transmission corporation, ( seller meter no. 4198 ) at ragley, beauregard parish, louisiana. ( ragley - tet tp # 6217 ) 1, 562 3. existing point of interconnection between seller and trunkline gas company. ( seller meter no. 4215 ) at ragley, beauregard parish, louisiana. ( ragley - trunkline tp # 6218 ) 1, 562 4. existing point of interconnection between seller and tennessee gas transmission company ( seller meter no. 3371 ) at kinder, allen parish, louisiana. ( kinder tgt - tp # 6149 ) * * 1, 562 5. existing point of interconnection between seller and texas gas transmission corporation ( seller meter nos. 3227, 4314, 4457 ) at eunice, evangeline parish, louisiana. ( eunice mamou tx. gas tp # 6923 ) 1, 562 exhibit a buyer โ€™ s cumulative mainline capacity entitlement point ( s ) of receipt ( mcf / day ) 1. discharge side of seller โ€™ s compressor station 45 at the existing point of interconnection between seller โ€™ s southwest louisiana lateral and seller โ€™ s mainline beauregard parish, louisiana. ( station 45 tp # 7101 ) 1, 562 2. existing point of interconnection between seller and texas eastern transmission corporation, ( seller meter no. 4198 ) at ragley, beauregard parish, louisiana. ( ragley - tet tp # 6217 ) 1, 562 3. existing point of interconnection between seller and trunkline gas company. ( seller meter no. 4215 ) at ragley, beauregard parish, louisiana. ( ragley - trunkline tp # 6218 ) 1, 562 4. existing point of interconnection between seller and tennessee gas transmission company ( seller meter no. 337
272
services-agreements
exhibit 10. 12 data services agreement between hms business services, inc. and zavata, inc. dated june 4, 2007 exhibit 10. 12 data services agreement between hms business services, inc. and zavata, inc. dated june 4, 2007 table of contents article 1 definitions and construction 1 1. 01 definitions 1 1. 02 incorporation and references 7 1. 03 headings 7 1. 04 interpretation of documents 7 article 2 term 7 2. 01 initial term 7 2. 02 renewal and extension 7 article 3 designated services 7 3. 01 general 8 3. 02 reports 8 article 4 out - of - scope services 8 4. 01 out - of - scope services 8 article 5 customer responsibilities 8 5. 01 customer contract managers 8 5. 02 use of customer facilities 9 article 6 service levels 9 6. 01 designated service levels 9 6. 02 out - of - scope service levels 9 6. 03 adjustment of service levels 9 6. 04 root - cause analysis 9 6. 05 service level reporting 9 6. 06 measurement and monitoring tools 9 6. 07 performance credits 10 6. 08 semi - annual status meeting 10 6. 09 changes in law 10 article 7 service locations 10 7. 01 service locations 10 7. 02 safety and security procedures 11 7. 03 data security 11 7. 04 no viruses 11 i table of contents article 1 definitions and construction 1 1. 01 definitions 1 1. 02 incorporation and references 7 1. 03 headings 7 1. 04 interpretation of documents 7 article 2 term 7 2. 01 initial term 7 2. 02 renewal and extension 7 article 3 designated services 7 3. 01 general 8 3. 02 reports 8 article 4 out - of - scope services 8 4. 01 out - of - scope services 8 article 5 customer responsibilities 8 5. 01 customer contract managers 8 5. 02 use of customer facilities 9 article 6 service levels 9 6. 01 designated service levels 9 6. 02 out - of - scope service levels 9 6. 03 adjustment of service levels 9 6. 04 root - cause analysis 9 6. 05 service level reporting 9 6. 06 measurement and monitoring tools 9 6. 07 performance credits 10 6. 08 semi - annual status meeting 10 6. 09 changes in law 10 article 7 service locations 10 7. 01 service locations 10 7. 02 safety and security procedures 11 7. 03 data security 11 7. 04 no viruses 11 article 1 definitions and construction 1. 01 definitions 1. 02 incorporation and references 1. 03 headings 1
273
services-agreements
exhibit 10. 22 service agreement this connectivity agreement ( " agreement " ) is entered into as of november 30, 2007 ( " effective date " ) by and between erx network, llc ( " erx " ), with offices at 301 commerce street, suite 3150, fort worth texas 76102, and vemics, inc., a nevada corporation, with offices at 523 avalon gardens, nanuet, ny 10954, ( " vemics " ). recitals whereas the vemics imedicor portal ( โ€œ imedicor โ€ ) gives physicians and healthcare professionals the ability to exchange patient protected health information ( โ€œ phi โ€ ) with other healthcare organizations in a hipaa compliant environment and manner. in addition, imedicor also makes available to it โ€™ s users a catalog of certified medical education ( โ€œ cme โ€ ) content and a system that facilitates the use of voice recognition software modify, edit and create text files. whereas erx is a healthcare network organization offering a variety of financial and clinical electronic data interchange transaction services to subscribing healthcare providers and pharmacies. these services include faxing and electronic prescription transaction routing to subscribing healthcare providers of its own or others โ€™ software and / or networks through its proprietary, secure, national network ( โ€œ erx padยฎ โ€ ). whereas erx desires to establish a connection from erx padยฎ to partner โ€™ s web portal in order to facilitate the exchange of prescription data between erx subscribers and vemics โ€™ s subscribers. functionality and components of this connection will include, but are not limited to, the following : a. erx and vemics will work together to implement a system to allow physician ( s ) to view refill requests, and approve or deny these prescription requests from pharmacy โ€™ s utilizing the erx padยฎ, the imedicor portal and the partner web portal. b. on a non - exclusive basis, vemics will make available to all authorized imedicor subscribers the partner web portal, and erx will make available all erx subscribers on erx padยฎ. c. erx will work with their customers and vemics to advise their facsimile customers of the ability to issue refill request through partner web portal rather than by facsimile. erx and its customers have the right of refusal regarding messaging, including placement and message content that does not facilitate the goals of this agreement now, therefore, intending to
274
services-agreements
good counsel111 farms roadstamford, connecticut 06903barbara clay, esq. ( 203 ) 560 - 4477barbaraclayesq @ yahoo. comadmitted ny and cttx pending good counsel111 farms roadstamford, connecticut 06903barbara clay, esq. ( 203 ) 560 - 4477barbaraclayesq @ yahoo. comadmitted ny and cttx pending good counsel 111 farms roadstamford, connecticut 06903barbara clay, esq. ( 203 ) 560 - 4477barbaraclayesq @ yahoo. comadmitted ny and cttx pending 111 farms road stamford, connecticut 06903 barbara clay, esq. ( 203 ) 560 - 4477 barbaraclayesq @ yahoo. com admitted ny and ct tx pending re : legal engagement dear jim and kevin : thank you for requesting good counsel legal services, llc ( โ€œ good counsel โ€ ) to represent spark energy llc ( โ€œ spark energy โ€ ) and its current retail energy affiliates ( โ€œ client'โ€, โ€œ company โ€ or โ€œ you โ€ ) in connection with its legal, regulatory and compliance matters. this letter confirms our engagement and describes the basis on which we will provide our legal services. if at any time you have questions or there is some action on our part that will better suit your needs, please let us know. we want you to be fully satisfied with the legal services we provide. 1. client. our client in these matters will be spark energy and its current retail energy affiliates for general corporate counsel, regulatory, compliance, litigation management and prevention, board duties and management advice as well building a turn - key legal department for client. barbara clay, esq. ( โ€œ consultant โ€ ) will be fulfilling the role of acting general counsel and secretary to spark energy and its retail energy affiliates, on a full - time basis, traveling to houston as reasonably required ( as described in this paragraph, the โ€œ services โ€ ). 2. scope of engagement. the scope of our engagement and duties to you are the services and other matters as the need arises. our acceptance of this engagement does not mean we represent you or your interests in other matters. any expansion of our scope of work in this matter, and any representation of you in other matters, will be set forth in a separate letter or agreement. if we undertake to represent you in other matters without specific terms of engagement, the terms
275
services-agreements
transmission coordination agreement between public service company of oklahoma, southwestern electric power company, west texas utilities company, and american electric power service corporation table of contents article i term of agreement 1. 1 effective date 1. 2 periodic review article ii definitions 2. 1 agreement 2. 2 ancillary services 2. 3 company demand 2. 4 company peak demand 2. 5 control area 2. 6 coordinating committee 2. 7 designated agent 2. 8 direct assignment facilities 2. 9 generating unit 2. 10 hour 2. 11 month 2. 12 network integration transmission service 2. 13 open access transmission tariff 2. 14 point - to - point transmission service 2. 15 puct 2. 16 scheduling, system control and dispatch service 2. 17 spp 2. 18 transmission customer 2. 19 transmission service 2. 20 transmission system 2. 21 transmission system operator article iii objectives 3. 1 purposes article iv coordinating committee 4. 1 coordinating committee 4. 2 responsibilities of the coordinating committee 4. 3 delegation and acceptance of authority 4. 4 reporting article v planning 5. 1 transmission planning article vi transmission 6. 1 delegation to the transmission system operator 6. 2 transmission facilities 6. 3 direct assignment facilities 6. 4 transmission service revenues 6. 5 payment of costs for network use 6. 6 payment of costs for point - to - point transmission service article vii ancillary services 7. 1 ancillary services article viii general 8. 1 regulatory authorization 8. 2 effect on other agreements 8. 3 waivers 8. 4 successors and assigns ; no third party beneficiary 8. 5 amendment 8. 6 independent contractors 8. 7 responsibility and liability schedule a allocation of transmission revenues schedule b annual transmission revenue requirements ratios schedule c allocation of ancillary service revenues transmission coordination agreement between public service company of oklahoma, southwestern electric power company, west texas utilities company and american electric power service corporation this transmission coordination agreement, hereinafter called โ€œ agreement, โ€ is made and entered into as of the _ _ _ _ _ day of _ _ _ _ _ _ _ _ _, 2002, by and among west texas utilities company ( โ€œ wtu โ€ ), public service company of oklahoma ( โ€œ pso โ€ ) and southwestern electric power company ( โ€œ swepco โ€ ), hereinafter separately referred to as โ€œ company โ€ and jointly as โ€œ companies, โ€ and american electric power service corporation ( โ€œ aepsc โ€ ). whereas, companies are the owners and operators of interconnected generation, transmission and distribution
276
services-agreements
for : orgenesis ltd. 70 denya street haifa, israel, 34980 from : markus schandar fraunhofer igb, nobelstraรŸe 12 70569 stuttgart stuttgart, 08. november 2012 fraunhofer igb 1 work package offer the fraunhofer igb has a strong background to develop manufacturing processes for advanced medicinal therapy products ( atmps ) like for example autologous transplants in regenerative medicine, to apply for manufacturing authorizations and to manufacture cell - based therapeutics in their certified gmp manufacturing unit in a pilot clinical scale ( according to the german drug law ). orgenesis is developing an atmp for the treatment of type i diabetes based on adenovirus transduced autologous liver cells. the existing research scale production process has to be up scaled and adopted to gmp requirements in order to deliver up to 2x109 autologous liver derived cells per patient that subsequently can be transduced with an adenovirus. about 1x107 liver cells ( i. e., before ad transduction ) should be bio - banked or cryo - preserved for future use. the fraunhofer igb will perform experiments to explore the most critical production process parameters as described in the work plan section. the results of these studies should deliver the basis for the initial planning and set up of an gmp compliant production process in order to obtain a production authorization for clinical grade material to be used in a first in man study. the major goal of the planned work is to explore the key process parameters for the up scaled production of the liver derived autologous cells in order to deliver the required cell numbers, purity & functionality and in parallel reduce the cost for materials & media. the existing production methods will be transferred to the fraunhofer gmp facility. the most critical parameters for up scaling of the cell culture process will be explored and pilot studies for the sampling, storage and transport of biopsies and amplified cells will be performed. functional assays for characterizing the produced cells ( gsis assay ) will be established at the fraunhofer igb. an initial set up of qc methods and documentation according to gmp requirements will be implemented. orgenesis will provide the fraunhofer igb with all required information and sufficient amounts of human liver cells to perform the work packages described in the following sections. orgenesis will be responsible for testing of the cells
277
services-agreements
exhibit 10. 3 amendment to the selling agreement between allstate life insurance company, alfs, inc., and allstate financial services, l. l. c. effective july 26, 1999 this amendment shall modify your selling agreement ( โ€œ agreement โ€ ) with allstate life insurance company ( โ€œ allstate life โ€ ) and allstate financial services, l. l. c. ( โ€œ afs โ€ ) as set forth below and in the attached schedule a. the attached schedule a shall replace any previous schedule a for the same product or ; shall be an addition to the current schedule a if the product was not part of your selling agreement prior to the effective date of this amendment. the acceptance of an application for this product, on or after the effective date of this amendment, is subject to the rules of allstate life and afs and the provisions of your agreement. by submission of an allstate life application, acceptance of commissions, and / or request for change of agent of record and / or transfer of servicing to another firm in accordance with the agreement, you agree to be bound by the provisions of this amendment. effective date : february 15, 2002 by : / s / john hunter / s / lisa a. burnell john hunter lisa a. burnell vice president assistant vice president and allstate life insurance company compliance officer alfs, inc. by : by : / s / john hunter / s / john hunter / s / lisa a. burnell / s / lisa a. burnell john hunter john hunter lisa a. burnell lisa a. burnell vice president vice president assistant vice president and assistant vice president and allstate life insurance company allstate life insurance company compliance officer compliance officer alfs, inc. alfs, inc. schedule a schedule of commissions applicable financial institution : applicable contracts : treasury - linked annuity issued on or after 1 / 31 / 02. allstate financial treasury - linked annuity flexible premium deferred annuity compensation ( based on age at premium payment ) ; ages 0 - 80 5. 25 % of premium ages 81 - 85 4. 20 % of premium ages 86 - 90 2. 625 % of premium chargeback upon full or partial withdrawal ( based on period since premium payment ) : months 1 - 12 100 % of compensation paid on amount withdrawn in excess of the โ€œ free withdrawal amount โ€ no commission chargebacks upon annuitization treasury link - master at 5. 25
278
services-agreements
exhibit 10. 31 service agreement party a : hunan ruixi financial leasing co., ltd. address : rm. 723, bldg. 3a, jinke times center, xiangyang road, economic and technological development zone, changsha legal representative : li xianglong tel : party b : id number : address : tel : according to the contract law of the people's republic of china and other relevant laws and regulations, party a and party b, in line with the principle of honesty and trustworthiness, on the basis of equality and voluntary consultation, reach the following agreement pursuant to which party a provides relevant services concerning products under financial leases to party b. i. content of cooperation : 1. after party b applies for the leased vehicle to party a, party a shall provide party b with services, such as vehicle purchase, purchase tax, purchase of insurance, vehicle registration, and assistance in handling relevant documents, in accordance with party b โ€™ s specific needs. 2. before the delivery of the vehicle, party a shall provide party b with training services on the specifications, skills and safety of online ride - sharing. 3. party a shall provide party b with the service of applying for โ€œ transport certificate for online appointed taxi โ€ and โ€œ driver certificate for online appointed taxi. โ€ 4. party a shall provide party b with other services required for the leased vehicle. 1 / 5 1 / 5 1 / 5 1 / 5 ii. term of agreement this agreement will be valid from party b โ€™ s application for the leased vehicle to party a โ€™ s delivery of the vehicle that meets the requirements of party b to party b. iii. payment party b shall pay rmb _ _ _ _ _ _ _ _ _ _ to party a at lump sum at the time of submitting the application for the leased vehicle. party a โ€™ s designated account : account holder : hunan ruixi financial leasing co., ltd. bank : bank of changsha co., ltd., liuyang economic development zone sub - branch account number : * * * * * * * * * * * * * * * * * * * * * * * * * * * * iv. tax the tax for both parties due to the implementation of this agreement shall be borne by parties respectively in accordance with the provisions of laws and regulations. v. confidentiality 1. any party to the agreement has a confidentiality obligation to the other party's trade secrets obtained during the performance
279
services-agreements
exhibit 10. 1 exhibit 10. 1 exhibit 10. 1 amendment 1 to the agreement for account processing outsourcing services between premier financial bancorp, inc. huntington, west virginia and fiserv solutions, inc. norcross, georgia amendment dated as of april 27, 2010 ( " amendment " ) between fiserv solutions, inc., a wisconsin corporation with offices located at 5335 triangle parkway, norcross, georgia 30092 ( " fiserv " ), and premier financial bancorp, inc., with offices located at 2883 5th avenue, huntington, wv 25702 ( " client " ), to the agreement executed december 20, 2004 between fiserv and client ( as amended through the date hereof, the " agreement " ). in the event of any inconsistency among the documents comprising the agreement, the following order of precedence shall apply : a. this amendment 1 b. the master agreement whereas, fiserv and client entered into the agreement for fiserv's provision of account processing, item processing, and e - commerce services to client ; and whereas, fiserv and client wish to amend the agreement. now, therefore, fiserv and client hereby agree as follows : 1. defined terms. unless otherwise defined herein, capitalized terms used herein shall have the same meanings assigned them in the agreement. 2. the following section of the agreement will be amended as follows : section 1 : term. the extension of this agreement shall expiration at midnight november 30, 2011. this agreement shall not automatically renew. 3. processing adjustment for short term renewal โ€“ effective october 20th, 2010, client will be billed the non - discounted then current fees being charged to the client plus a processing adjustment of 23 %. the processing adjustment will not be added to any pass - through billing. 4. acquisition implementation services for non - premier source ( 4 branches ) - $ 30, 000 conversion services include : demand deposit accounts savings accounts certificate of deposit accounts consumer loans commercial loans mortgage loans loan escrow loan history premier financial bancorp, inc. fiserv. exhibit 10. 1 premier financial bancorp, inc. fiserv. premier financial bancorp, inc. fiserv. premier financial bancorp, inc. fiserv. premier financial bancorp, inc. fiserv. exhibit 10. 1 exhibit 10. 1 closed loans debit and atm card records caller record conversion general
280
services-agreements
exhibit 10. 1 services partner agreement this services partner agreement ( โ€œ agreement โ€ ) is made and entered into as of april 27, 2017 ( โ€œ effective date โ€ ) by and between ryder truck rental, inc., a florida corporation with an address of 11690 n. w. 105th street, miami, fl 33178 ( โ€œ ryder โ€ ) and workhorse technologies inc., an ohio corporation with an address of 100 commerce drive, loveland, ohio 45140 ( โ€œ workhorse โ€ ). each of ryder and workhorse are individually referred to as a โ€œ party โ€ and collectively as the โ€œ parties. โ€ background a. workhorse manufactures, sells, and distributes battery - electric range extended medium duty trucks and is in the process of developing battery - electric range extended light duty trucks ( collectively, the โ€œ workhorse vehicles โ€ ), together with the parts, accessories, and components of the workhorse vehicles ( the โ€œ workhorse vehicle parts โ€ ) ; a. workhorse manufactures, sells, and distributes battery - electric range extended medium duty trucks and is in the process of developing battery - electric range extended light duty trucks ( collectively, the โ€œ workhorse vehicles โ€ ), together with the parts, accessories, and components of the workhorse vehicles ( the โ€œ workhorse vehicle parts โ€ ) ; a. workhorse manufactures, sells, and distributes battery - electric range extended medium duty trucks and is in the process of developing battery - electric range extended light duty trucks ( collectively, the โ€œ workhorse vehicles โ€ ), together with the parts, accessories, and components of the workhorse vehicles ( the โ€œ workhorse vehicle parts โ€ ) ; b. ryder provides vehicle maintenance and repair services to fleets of trucks and other vehicles through its network of vehicle maintenance and repair service centers ; distributes vehicle parts, accessories, and components through its distribution network ; and provides logistics and supply chain services through its affiliates ; b. ryder provides vehicle maintenance and repair services to fleets of trucks and other vehicles through its network of vehicle maintenance and repair service centers ; distributes vehicle parts, accessories, and components through its distribution network ; and provides logistics and supply chain services through its affiliates ; b. ryder provides vehicle maintenance and repair services to fleets of trucks and other vehicles through its network of vehicle maintenance and repair service centers ; distributes vehicle parts, accessories, and components through its distribution network ; and provides logistics and supply chain services through its affiliates ; c. workhorse desires to engage ryder or
281
services-agreements
exhibit 10 ( i ) southern natural gas company firm transportation service agreement contract code fsng1 exhibit a service service receipt points mdrqtype type code print code point name ( mcf ) ft 29 605500 columbia gulf - shadyside to sng 16, 129 605400 sesh - centerpoint to sng 16, 931 total pkg 33, 060 ft 31 605400 duncanville - enterprise to sng 2, 057 606400 sesh - centerpolnt to sng 2, 159 total pkg 4, 216 ft 42 060000 elba to sng 30, 000 ft 50 605500 columbia gulf - shadyside to sng 12, 641 606500 sesh - gulf south to sng 9, 646 605400 duncanville - enterprise to sng 22, 943 total pkg 45, 230 ft 51 605500 columbia gulf - shadyside to sng 208 606400 sesh - centerpoint to sng 219 427 total contract 112, 933 service service receipt points mdrqtype type code print code point name ( mcf ) ft 29 605500 columbia gulf - shadyside to sng 16, 129 605400 sesh - centerpoint to sng 16, 931 total pkg 33, 060 ft 31 605400 duncanville - enterprise to sng 2, 057 606400 sesh - centerpolnt to sng 2, 159 total pkg 4, 216 ft 42 060000 elba to sng 30, 000 ft 50 605500 columbia gulf - shadyside to sng 12, 641 606500 sesh - gulf south to sng 9, 646 605400 duncanville - enterprise to sng 22, 943 total pkg 45, 230 ft 51 605500 columbia gulf - shadyside to sng 208 606400 sesh - centerpoint to sng 219 427 total contract 112, 933 service service receipt points mdrqtype type code print code point name ( mcf ) ft 29 605500 columbia gulf - shadyside to sng 16, 129 605400 sesh - centerpoint to sng 16, 931 total pkg 33, 060 ft 31 605400 duncanville - enterprise to sng 2, 057 606400 sesh - centerpolnt to sng 2,
282
services-agreements
exhibit 10. 1 execution version amended and restated loan and security agreement dated as of june 28, 2016 by and between kinsale capital group, inc. as borrower, kinsale management, inc. and aspera insurance services, inc., as loan guarantors, and the privatebank and trust company as lender table of contents article 1 definitions 1 1. 1 definitions 1 1. 2 other interpretive provisions 12 article 2 commitments of lender ; evidencing of loans 12 2. 1 commitments 12 2. 2 notes 12 2. 3 recordkeeping 12 article 3 interest 12 3. 1 interest rates 12 3. 2 interest payment dates 13 3. 3 setting and notice of libor rates 13 3. 4 computation of interest 13 article 4 prepayments 13 4. 1 prepayments 13 4. 2 manner of prepayments 13 4. 3 repayments 14 article 5 making and proration of payments ; setoff ; taxes 14 5. 1 making of payments 14 5. 2 application of certain payments 14 5. 3 due date 14 5. 4 setoff 14 5. 5 taxes 14 article 6 increased costs ; special provisions for term loan 16 6. 1 increased costs 16 6. 2 basis for determining interest rate inadequate or unfair 17 6. 3 changes in law rendering the term loan unlawful 17 6. 4 funding losses 17 6. 5 right of lender to fund through other offices 17 6. 6 discretion of lender as to manner of funding 17 6. 7 mitigation of circumstances 17 6. 8 conclusiveness of statements ; survival of provisions 17 article 1 definitions 1 definitions 1 1. 1 definitions 1 1. 1 definitions 1 1. 2 other interpretive provisions 12 1. 2 other interpretive provisions 12 article 2 commitments of lender ; evidencing of loans 12 commitments of lender ; evidencing of loans 12 2. 1 commitments 12 2. 1 commitments 12 2. 2 notes 12 2. 2 notes 12 2. 3 recordkeeping 12 2. 3 recordkeeping 12 article 3 interest 12 interest 12 3. 1 interest rates 12 3. 1 interest rates 12 3. 2 interest payment dates 13 3. 2 interest payment dates 13 3. 3 setting and notice of libor rates 13 3. 3 setting and notice of libor rates 13 3. 4 computation of interest 13 3. 4 computation of interest 13 article 4 prepayments 13 prepayments 13 4. 1 prepayments 13
283
services-agreements
exhibit 10. 1 execution version first amended and restated agreement of limited partnership of centerpoint energy field services lp the holders of the partnership interests represented by this agreement acknowledge for the benefit of centerpoint energy field services lp that the partnership interests may not be sold, offered, resold, pledged or otherwise transferred if such transfer would ( a ) violate the then applicable federal or state securities laws or rules and regulations of the securities and exchange commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, ( b ) terminate the existence of centerpoint energy field services lp under the laws of the state of delaware or ( c ) cause centerpoint energy field services lp to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes ( to the extent not already so treated or taxed ). cnp oge gp llc, the general partner of centerpoint energy field services lp, may impose additional restrictions on the transfer of the partnership interests if it receives an opinion of counsel that such restrictions are necessary to ( a ) avoid a significant risk of centerpoint energy field services lp becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes or ( b ) in the case of limited partner interests, to preserve the uniformity thereof ( or any class or classes of limited partner interests ). the restrictions set forth above shall not preclude the settlement of any transactions involving the partnership interests entered into through the facilities of any national securities exchange on which the partnership interests are listed or admitted to trading. table of contents article i definitions section 1. 1 definitions 1 section 1. 2 construction 29 article ii organization section 2. 1 formation ; conversion 30 section 2. 2 name 30 section 2. 3 registered office ; registered agent ; principal office ; other offices 30 section 2. 4 purpose and business 30 section 2. 5 powers 31 section 2. 6 term 31 section 2. 7 title to partnership assets 31 section 2. 8 partnership initial public offering 32 section 2. 9 power of attorney 32 article iii rights of limited partners section 3. 1 limitation of liability 33 section 3. 2 management of business 33 section 3. 3 rights of limited partners 34 section 3. 4 bronco approval and observer rights 35 article iv certificates ; record holders ; transfer of partnership interests ; redemption of partnership interests section 4. 1 certificates 39 section 4. 2 mutilated, destroyed, lost or stolen certificates 40 section 4.
284
services-agreements
exhibit 10. 1 exhibit 10. 1 exhibit 10. 1 โ€ข a one - time long - term incentive cash payment of $ 1, 000, 000, payable in 2022, provided that the goals established for the team of key executives participating in the incentive program are met. a one - time long - term incentive cash payment of $ 1, 000, 000, payable in 2022, provided that the goals established for the team of key executives participating in the incentive program are met. โ€ข a one - time grant of unvested options to purchase approximately 200, 000 shares of omh common stock based on $ 30 / share value. this amount will be adjusted based on share price at or around the day of grant to meet the dollar targets below : a one - time grant of unvested options to purchase approximately 200, 000 shares of omh common stock based on $ 30 / share value. this amount will be adjusted based on share price at or around the day of grant to meet the dollar targets below : $ 2, 250, 000 at $ 55 per share $ 2, 250, 000 at $ 55 per share $ 6, 400, 000 at $ 70 per share $ 6, 400, 000 at $ 70 per share $ 11, 000, 000 at $ 85 per share. $ 11, 000, 000 at $ 85 per share. vesting of the options will be contingent upon a combination of the percentage of ownership of omh common stock by shareholders other than omh holdings, l. p. and its affiliates and the share price of omh stock during certain time periods. specific calculations and additional details regarding the calculation method for the stock options will be provided to you at a later date. / s / doug shulmandoug shulman, president & chief executive officeraccepted : / s / rajive chadharajive chadhadate : june 4, 2019 / s / doug shulmandoug shulman, president & chief executive officeraccepted : / s / rajive chadharajive chadhadate : june 4, 2019 / s / doug shulman doug shulman, president & chief executive officer accepted : / s / rajive chadha rajive chadha date : june 4, 2019
285
services-agreements
exhibit 10. 48 time sharing agreement this time sharing agreement ( the โ€œ agreement โ€ ), is made and entered into this 13th day of february, 2018, by and between american express travel related services company, inc., ( โ€œ aetrsc โ€ ), and stephen j. squeri ( โ€œ user โ€ ). witnesseth : whereas, aetrsc, a wholly - owned subsidiary of american express company ( โ€œ american express โ€ ), owns and operates the aircraft ( collectively, the โ€œ aircraft โ€ ) listed on schedule a with flight crew for use by employees and non - employee directors of american express and its subsidiaries in accordance with part 91 of the federal aviation regulations and american express โ€™ policy regarding the use of corporate aircraft ( the โ€œ aircraft policy โ€ ) ; and whereas, pursuant to american express โ€™ security policy, user, as chief executive officer of american express is required, to the maximum extent practicable, to use the aircraft for all aircraft travel purposes, including, without limitation, for personal travel ; and whereas, pursuant to the aircraft policy and american express โ€™ security policy, aetrsc provides use of the aircraft to user for certain personal travel ( which, under the rules and interpretations of the securities and exchange commission ( the โ€œ sec โ€ ), includes, among other travel, use of the aircraft for attendance at meetings of non - profit institutions and companies other than american express on whose board user may serve as a director or trustee, as the case may be ), and no charge, assessment or fee has been made to user for such flights ( โ€œ non - reimbursable personal flights โ€ ) ; and whereas, american express has adopted a policy limiting non - reimbursable personal flights by user to those flights with an aggregate value of approximately $ 200, 000 per year ( the โ€œ personal use limitation โ€ ), as such flights and amount are determined under the rules and interpretations of the sec ; and whereas, aetrsc has the right and lawful authority to enter into time sharing agreements, as provided in ยง 91. 501 of the federal aviation regulations ( โ€œ fars โ€ ) ; and whereas, in order to comply with the personal use limitation, user may desire to lease, from time to time, the aircraft, with flight crew, from aetrsc for user โ€™ s personal travel at user โ€™ s discretion in accordance with the aircraft policy on a time sharing basis in accordance with ยง 91. 501 of the fars ; and whereas, aetr
286
services-agreements
exhibit 10. 2 officenj service agreement this agreement, made and entered into this 16th day of august 2012, by and between ann conlon enterprises, llc, doing business as officenj of piscataway, nj, herein referred to as officenj, and wally world media, inc., herein referred to as client. officenj operates a suite of offices with support services referred to as the " business center " located at 200 centennial avenue, suite 200, piscataway, nj, 08854, and client desires to utilize such space and services. therefore, the parties agree to the following : term. the term of this agreement shall begin september 1, 2012 and end november 30, 2012. client shall have the option to renew at the end of the term at the same rate. if this contract is extended or continued past its expiration date for any reason, client agrees to give officenj written notice at least thirty ( 30 ) days prior to termination of client's obligation to officenj. officenj may deduct any unpaid contractual charges from client's security deposit held with officenj. nature of the agreement. this agreement is the commercial equivalent of an agreement for accommodation in a hotel. the whole of the business center remains our property and in our possession and control. you acknowledge that your agreement creates no tenancy interest, leasehold estate or other real property interest in your favor with respect to the accommodation. the agreement is personal to you and cannot be transferred or assigned to anyone else without written consent from officenj. we may transfer the benefit of your agreement and our obligations under it at any time. when your agreement ends. upon your departure or if you, at your option, choose to relocate to a different accommodation within the business center, a flat fee ( $ 100. 00 per office ) will be assessed to cover the routine cost of repainting and redecorating the accommodation to return it to it's original condition, as well as general maintenance to the common areas of the business center. we reserve the right to charge additional reasonable fees for any repairs needed above and beyond normal wear and tear. if you leave any of your own property in the business center we may dispose of it in any way we chose without owing you any responsibility for it or any proceeds of sale. basic service charge. client agrees to pay as the basic service charge for the use of office 222, plus
287
services-agreements
[ * * * ] indicates material that was omitted and for which confidential treatement was requested. all such omitted material was filed separately with the securities and exchange commission pursuant to the rules applicable to such confidential treatment request. [ * * * ] indicates material that was omitted and for which confidential treatement was requested. all such omitted material was filed separately with the securities and exchange commission pursuant to the rules applicable to such confidential treatment request. exhibit 10. 1 contract : " telematic monitoring of condemned service " gendarmerie of chile with " track group chile spa " in santiago, chile, october 18, 2017, appear, on the one hand, mr. jaime david rojas flores, chilean, identity card number 9. 155. 944 - 7, in his capacity of national director of gendarmerie of chile, appears as accredits, public service under the ministry of justice, both domiciled at calle rosas no. 1264, district of santiago, metropolitan region, herein after the " service ", " the institution " or " gendarmerie ", and, on the other hand, mr. diego peralta valenzuela, chilean, national identity card n ยฐ 5. 009. 310 - 7, by profession lawyer, representing, as will be accredited, the company track group chile spa, rut n ยฐ 76. 321. 923 - 2, legal entity of the line of services, both domiciled in isidora goyenechea 2800 floor 43, las condes, metropolitan region, who will henceforth be called the " contractor " or " the company " ; those who state that they have agreed to the service provision contract that consists of the following : first : contractual precedents -. on november 13, 2013, a first contract of โ€œ telematics monitoring condemn service " was signed between the company securealert ( today track group chile spa ), which was approved by exempt resolution no. 2445 of november 15 of the same year, contemplating a temporary extension of 41 continuous months from the date in which the administrative act that took reason of the aforementioned contract was fully processed. on august 7th, 2014, the agreement was signed between the parties amending convention, which excludes the benefits contained in the primitive contract, the telematic monitoring of the sentence of intensive probation. this amending agreement was approved by the resolution procedure n ยฐ 2019 of august 12 of the same year. on
288
services-agreements
1 interpretation and preliminary 1 2 sale of shares 5 3 subscription for shares 6 4 non - disclosure 6 5 warranties 7 6 arbitration 7 7 non - agency 9 8 non - cession 9 9 co - operation 9 10 domicilium citandi et executandi 9 11 non - waiver 11 12 applicable law and jurisdiction 12 13 independent advice 12 14 severability 12 15 value added tax 12 16 counterparts 13 17 cost 13 i. net1 ueps, bvi, mosomo and net1 concluded an agreement headed โ€œ relationship agreement โ€ on 9 december 2013 in terms of which bvi acquired shareholding in net1 ueps ; ii. the relationship agreement provided for a share exchange mechanism in terms of which bvi could exchange the shares held by it in net1 ueps for shares in cps ; iii. following the constitutional court ruling on 17 april 2014 in case number cct 48 / 2013, sassa indicated that it has commenced steps towards the issuing of a new tender for the administration of social grant payments ; iv. the parties are in agreement that it would be mutually beneficial if bvi holds shares in cps, so as to bolster cps โ€™ s tender submission in relation to its black economic empowerment scoring ; 1 interpretation and preliminary the headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement or any clause hereof. in this agreement, unless a contrary intention clearly appears โ€“ 1. 1 words importing โ€“ 1. 1. 1 any one gender include the other gender ; 1. 1. 2 the singular includes the plural and vice versa ; and 1. 1. 3 natural persons include created entities ( corporate or non - incorporate ) and vice versa ; 1. 2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely : 1. 2. 1 โ€œ the act โ€ means the companies act, no. 71 of 2008, as amended from time to time ; 1. 2. 2 โ€œ affiliate โ€ means with respect to any entity, any other entity which โ€“ 1. 2. 2. 1 is a subsidiary or a holding company or a subsidiary of the holding company of such entity and in regard to which the terms " subsidiary " and " holding company " shall have the meaning assigned thereto in section 1 of the companies act 71 of
289
services-agreements
exhibit 10. 18 dated 29 january 2009 boots uk limited and alex gourlay service agreement service agreement service agreement an agreement made this 29th day of january 2009 th between : โ€˜ the company โ€™ : boots uk limited ( registered number : 00928555 ) whose registered office is at 1 thane road, nottingham, ng2 3aa ; and โ€˜ you โ€™ : alex gourlay of [ address ]. 1. effect of certain words and expressions 1. effect of certain words and expressions 1. effect of certain words and expressions 1. 1 certain words and expressions have particular meanings in this agreement. please refer to schedule 1. 1. 1 certain words and expressions have particular meanings in this agreement. please refer to schedule 1. 1. 1 certain words and expressions have particular meanings in this agreement. please refer to schedule 1. 2. appointment 2. appointment 2. appointment with effect from the date of this agreement ( the โ€œ commencement date โ€ ), in consideration of the mutual covenants and agreements herein, the company appoints you and you agree to act as managing director of the company. you agree that the company may at its discretion require you to perform, without additional remuneration, other lawful duties or reasonable tasks not specifically within the scope of your normal duties but consistent with your seniority and professional skills and you agree to perform those duties / tasks. the company may appoint someone to act jointly with you in the performance of your duties. you shall at all times during this agreement comply with all policies, procedures and practices of the company from time to time notified to you by the company. 2. 1 at all times during the continuance of this agreement you shall : 2. 1 at all times during the continuance of this agreement you shall : 2. 1 at all times during the continuance of this agreement you shall : 2. 1. 1 devote the whole of your working time and attention to the duties of the appointment assigned to you from time to time ; 2. 1. 1 devote the whole of your working time and attention to the duties of the appointment assigned to you from time to time ; 2. 1. 1 devote the whole of your working time and attention to the duties of the appointment assigned to you from time to time ; 2. 1. 2 use your best endeavours to promote and protect the interests of the company and all group companies ; 2. 1. 2 use your best endeavours to promote and protect the interests of
290
services-agreements
exhibit 10. 1 j squared partners. inc. dba โ€˜ global ir group โ€™ 2931 ridge road suite 101 - mb140 rockwall, tx 75032 professional services agreement j squared partners, inc. ( โ€œ consultant โ€ ) and isoray medical, inc. ( โ€œ client โ€ ) hereby agree that consultant will provide investor relations services to client on the terms set forth below ( โ€œ professional services agreement โ€ ) for a period of six ( 6 ) months, 1. effective date. this professional services agreement is effective august 15, 2018 and will automatically renew, unless notice is given per the terms in paragraph nine ( 9 ) hereof, at least sixty ( 60 ) days ahead of the expiration of the agreement. 2. nature and scope of services. client hires consultant to provide investor relations services ( โ€œ ir services โ€™ ) on behalf of client, including without limitation strategic counsel ; editorial commentary on press releases and investor presentations ; interfacing with industry analysts, investors and shareholders ; advisement on client analyst day events ; conducting client site tours ; attending within reason industry conferences and investor events ; and such other services as client may request from time to time. consultant will interface and communicate with those representatives of client as designated from time to time by client. 3. client โ€™ s duties. client understands that consultant will rely upon the materiality and accuracy of the information provided by client, including without limitation investor information, sec filings, fiscal reports, accountings, projections, and other regulatory and financial information. client agrees to use its best efforts to ensure the accuracy of all information provided to consultant with the express understanding that consultant will use such information in the performance of the ir services, including without limitation the dissemination thereof to investors, analysts, industry trade groups, and members of the public. client acknowledges that the accuracy of the information disseminated to consultant is critical to the proper performance of the ir services, and inaccurate information could impose legal liabilities on consultant even in consultant โ€™ s proper discharge of the ir services. consequently, client agrees to defend, indemnify and hold consultant harmless from and against any and all allegations, losses, claims, actions, demands, damages, liabilities or expenses ( including attorney โ€™ s fees ) arising from or relating to inaccuracies, omissions, or other deficiencies of any nature whatsoever in the information provided to consultant. 4. professional service fees. client agrees to pay consultant a fixed monthly stipend of $
291
services-agreements
exhibit 10. 67 confidential material appearing in this document has been omitted and filed separately with the securities and exchange commission in accordance with rule 24b - 2, promulgated under the securities and exchange act of 1934, as amended. omitted information has been replaced with asterisks. leksell gamma knife perfexion purchased services agreement this purchased services agreement ( โ€œ agreement โ€ ) is made and entered into as of the date of the last party to sign below, by and between gk financing, llc, a california limited liability company ( โ€œ gkf โ€ ) and peacehealth, a washington non - profit corporation ( โ€œ peacehealth โ€ ), doing business through its operating division peacehealth sacred heart medical center at riverbend ( โ€œ medical center โ€ ), with reference to the following facts : r e c i t a l s whereas, peacehealth currently operates a gamma knife at another of its oregon facilities ; and whereas, peacehealth administrators do not consider the current gamma knife center financially viable ; and whereas, the current gamma knife equipment requires expensive upkeep to remain functional, and is outmoded in comparison to more recently developed technology ; and whereas, peacehealth administrators and gkf have determined through financial and community need analysis that a newer, more clinically flexible gamma knife, located at medical center, could reasonably be expected to serve a broader cohort of patients, enhancing quality of care and financial viability ; and whereas, without access to additional resources, peacehealth would not be able to purchase or otherwise obtain access to newer, more flexible equipment, so that the quality of care available to the community could be adversely affected ; and whereas, gkf is willing provide additional resources to peacehealth according to the terms and conditions of this agreement, and thereby join with medical center to ensure that the community has access to updated, more flexible gamma knife services by providing medical center with the right to use a leksell gamma knifeยฎ perfexion ( the โ€œ equipment โ€ ), manufactured by elekta instruments, inc., a georgia corporation ( " elekta " ) ; and whereas, medical center is willing to transfer ownership of its current leksell gamma knifeยฎ model 4c unit, serial number 4366 ( the โ€œ model 4c โ€ ) to gkf for * free and clear of any and all liens, encumbrances or debt obligations, and to
292
services-agreements
exhibit 10. 2 first amendment to administrative services agreement between trinity life insurance company and investors heritage life insurance company pursuant to mutual agreement by both parties, the original administrative services agreement between these two parties dated january 11, 2007 is amended as follows : section 11 โ€” term and termination shall now be amended to allow that this administrative agreement will automatically terminate will respect to further processing services upon the date of successful merger of trinity life insurance company ( โ€œ tlic ) into first life america corporation ( โ€œ flac โ€ ), assuming that an administrative agreement between flac and investors heritage life insurance company is in place. further, any services required to account and report on previously processed tlic operations as well as work performed in combining tlic and flac subsequent to this merger and contract termination will be billed to flac or its designated affiliate based on an hourly rate for time involved as negotiated and mutually agreed upon at the time of service. trinity life insurance company ( โ€œ tlic โ€ ) by : / s / gregg zahn by : / s / sherman lay title : president, ceo title : cfo date : 6 / 16 / 2009 date : 6 / 10 / 2009 investors heritage life insurance company ( โ€œ administrator โ€ ) by : / s / raymond carr by : / s / harry lee waterfield ii title : vp and cfo title : president date : 6 / 10 / 2009 date : 6 / 10 / 2009 exhibit 10. 2 first amendment to administrative services agreement between trinity life insurance company and investors heritage life insurance company pursuant to mutual agreement by both parties, the original administrative services agreement between these two parties dated january 11, 2007 is amended as follows : section 11 โ€” term and termination shall now be amended to allow that this administrative agreement will automatically terminate will respect to further processing services upon the date of successful merger of trinity life insurance company ( โ€œ tlic ) into first life america corporation ( โ€œ flac โ€ ), assuming that an administrative agreement between flac and investors heritage life insurance company is in place. further, any services required to account and report on previously processed tlic operations as well as work performed in combining tlic and flac subsequent to this merger and contract termination will be billed to flac or its designated affiliate based on an hourly rate for time involved as negotiated and mutually agreed upon at the time of service. trinity life insurance company ( โ€œ tlic โ€ ) by : / s / gregg zahn by : / s / sherman lay title : president, ceo title : cfo
293
services-agreements
exhibit 10. 11 quality & manufacturing master service agreement page 1 of 28 quality & manufacturing master service agreement page 1 of 28 quality & manufacturing master service agreement quality & manufacturing master service agreement page 1 of 28 1. scope 1. scope 1. scope 1. 1. lucid diagnostics inc. ( company ) has contracted with coastline international, inc. ( supplier ), hereinafter referred to individually as โ€œ party โ€ and collectively as โ€œ parties โ€, to perform one or multiple of the following ( select as appropriate ) : 1. 1. lucid diagnostics inc. ( company ) has contracted with coastline international, inc. ( supplier ), hereinafter referred to individually as โ€œ party โ€ and collectively as โ€œ parties โ€, to perform one or multiple of the following ( select as appropriate ) : 1. 1. lucid diagnostics inc. ( company ) has contracted with coastline international, inc. ( supplier ), hereinafter referred to individually as โ€œ party โ€ and collectively as โ€œ parties โ€, to perform one or multiple of the following ( select as appropriate ) : manufacture the esocheck cell collection device ( product ) warehousing and / or order processing of the device name device ( product ) execute the device name in vitro diagnostic ( ivd ) test ( product ) execute subset ( s ) of the device name in vitro diagnostic ( ivd ) test ( product ) manufacture the esocheck cell collection device ( product ) manufacture the esocheck cell collection device ( product ) warehousing and / or order processing of the device name device ( product ) warehousing and / or order processing of the device name device ( product ) execute the device name in vitro diagnostic ( ivd ) test ( product ) execute the device name in vitro diagnostic ( ivd ) test ( product ) execute subset ( s ) of the device name in vitro diagnostic ( ivd ) test ( product ) execute subset ( s ) of the device name in vitro diagnostic ( ivd ) test ( product ) 1. 2. this quality & manufacturing master service agreement details the responsibilities of each party regarding the product ( s ) listed in appendix a of this agreement. 1. 3. if selected in paragraph 1. 1, company would like to contract with supplier to manufacture, including the coordination of contract sterilization services, test, release, inventory of raw materials, and storage for wip goods for consolidated
294
services-agreements
250 pehle avenue, suite 704 saddle brook, new jersey # # # - # # # - # # # # phone : 800 # # # - # # # - # # # # [ ] fax : 800 # # # - # # # - # # # # master installment payment agreement this agreement dated may 22, 2018 is by convergent media systems corporation ( โ€œ customer โ€ ) whose address is 190 bluegrass valley parkway, alpharetta, ga 30005 and whose organizational i. d. number, taxpayer i. d. number or social security number is _ _ _ _ _ _ in favor of nec financial services, llc ( โ€œ creditor โ€ ) whose address is 250 pehle avenue, suite 704, saddle brook, nj # # # - # # # - # # # #. 1. in this agreement the words โ€œ we, โ€ โ€œ our โ€ and โ€œ us โ€ refer to creditor and the words โ€œ you โ€ and โ€œ your โ€ refer to the customer. you have agre ed to acquire the items or services described on one or more installment payment rider ( s ) ( โ€œ ipr โ€ ) to this agreement ( โ€œ items โ€ ) pursuant to one or more agreements directly between you and the supplier ( s ) and have asked us to finance your acquisition of the items pursuant to the terms of this master installment payment agreement ( โ€œ mipa โ€ ) and the related ipr ( s ). accordingly, we will pay the acquisition cost of the items thereof as directed by you under the related ipr ( s ) and you agree to pay to us the amount we financed, plus finance charges and applicable taxes, in accordance with the payment s chedule ( s ) set forth on the respective ipr related to such item ( s ) ( the โ€œ payments โ€ ). we may adjust your payments by up to 20 % if our acquisition costs are different than the amount we used to calculate the payments on any ipr, in each case with any such adjustment being in an aggregate amount equal to such difference in such acquisition costs ; and you authorize us to correct or insert any missing information on the respective ipr related to such items. we are not responsible for delivery, installation or deployment of the items. you unconditionally accept the items. we may require you to provide a signed delivery and acceptance certificate to us. you agree to continue to make payments to us regardless of any claims you may have against the manufacturer or
295
services-agreements
southern natural gas company firm transportation service agreement contract code fsng1 exhibit a servicetype servicetype code receipt points point code point name point name ( mcf ) supersedes the previous exhibit a the mdrq for service type code 42 is in effect solely during the period october 1 through may 31 each year of the term. southern natural gas company firm transportation service agreement contract code fsng1 exhibit b servicetype servicetype code startdate primaryterm primarynoticerequired evergreenterm evergreennoticerequired mddq ( mcf ) ft ( mcf ) ftnn ( mcf ) delivery points point code point name point name page 1 of 7 southern natural gas company firm transportation service agreement contract code fsng1 exhibit b servicetype servicetype code startdate enddate primarynoticerequired evergreenterm evergreennoticerequired mddq ( mcf ) ft ( mcf ) ftnn ( mcf ) delivery points point code point name point name supersedes the previous exhibit b page 2 of 7 service agreement : fsng1 effective : 09 / 01 / 2010 supersedes the previous exhibit b exhibit b shipper : alabama gas corporation these pages of the exhibit b of service agreement fsng1 detail the firm contract pressure obligations underlying each delivery point mddq to exhibit b of fsng1. for information only : stand alonemeter station design capability point name point name pointcode meterstationcode mddq ( mcf / d ) 6 % mddq ( mcf / hr ) dailydeliverycapacity ( mcf / d ) pressureobligation ( psig ) line pressuremax / min maxdailycapability ( mcf / d ) maxhourlycapability ( mcf / hr ) pressureused forstationcapability ( psig ) gadsden area ragland ashville gadsden 5 gadsden 1 gadsden 2 gadsden 3 gadsden 4 gadsden 6 birmingham area oak grove forestdale north b โ€™ ham tarrant roebuck leeds # 1 leeds # 2 lehigh portland pleasant grove bessemer # 1 bessemer # 2 genery gap helena - alagas helena # 2 alabaster # 1 page 3 of 7 service agreement : fsng1 effective : 09 / 01 / 2010 supersedes the previous exhibit b exhibit b shipper : alabama gas corporation these pages of the exhibit b of
296
services-agreements
exhibit 10. 3 execution copy master agreement for printing services dated as of march 31, 2005 by and between dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. exhibit 10. 3 execution copy master agreement for printing services dated as of march 31, 2005 by and between dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. execution copy master agreement for printing services dated as of march 31, 2005 by and between dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. master agreement for printing services dated as of march 31, 2005 by and between dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. dated as of march 31, 2005 by and between dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. by and between dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. dex media inc., on behalf of itself and its subsidiaries dex media east llc & dex media west llc and quebecor world ( usa ) inc. and quebecor world ( usa ) inc. quebecor world ( usa ) inc. table of contents article 1 scope of services 1 1. 1 engagement of quebecor 1 1. 2 exclusivity 2 1. 3 right of first refusal 3 1. 4 consideration / volume 3 article 2 specifications and scheduling 4 2. 1 specifications, requirements and quality control 4 2. 2 printing and delivery schedule 5 2. 3 reprints and secondary printings 6 2. 4 incremental costs 7 article 3 location ( s ), delivery and storage 7 3. 1 location 7 3. 2 ready dates 8 3. 3 storage 8 3. 4 preparation and delivery 8 3. 5 acceptance 9 3. 6 risk of loss and title 9 article 4 facilities, labor, and materials 9 4. 1 labor, tools, materials and facilities 9 4. 2 dex property 10 4. 3 dex premises 10 4. 4 compliance with laws ; dex โ€™ s code of business ethics and conduct 10 4. 5 paper for
297
services-agreements
exhibit 10. 01 arizona nuclear power project participation agreement dated august 23, 1973 among arizona public service company salt river project agricultural improvement and power district tucson gas and electric company public service company of new mexico and el paso electric company arizona nuclear power project participation agreement table of contents section no. caption page 1. parties 12. agreement 13. definitions 1 3. 1accounting practice 1 3. 2administrative committee 1 3. 3anpp 1 3. 4anpp high voltage switchyard ( s ) 1 3. 5arizona nuclear power project 1 3. 6auditing committee 1 3. 7available generating capability 1 3. 8base load period 1 3. 9capacity 1 3. 10capital improvements 2 3. 11construction account 2 3. 12construction agreement 2 3. 13construction costs 2 3. 14construction funds 2 3. 15construction insurance 2 3. 16construction schedule 2 3. 17construction work 2 3. 18date of firm operation 2 3. 19emergency spare parts 2 3. 20engineering and operating committee 2 3. 21energy 2 3. 22final completion report 2 3. 23fpc accounts 2 3. 24fuel assemble 3 3. 25fuel expense 3 3. 26fuel lessor 3 3. 27general service requirements 3 3. 28generation entitlement share 3 3. 29generating unit 3 3. 30materials and supplies 3 3. 31maximum generating capacity 3 section no. caption page 1. parties 12. agreement 13. definitions 1 3. 1accounting practice 1 3. 2administrative committee 1 3. 3anpp 1 3. 4anpp high voltage switchyard ( s ) 1 3. 5arizona nuclear power project 1 3. 6auditing committee 1 3. 7available generating capability 1 3. 8base load period 1 3. 9capacity 1 3. 10capital improvements 2 3. 11construction account 2 3. 12construction agreement 2 3. 13construction costs 2 3. 14construction funds 2 3. 15construction insurance 2 3. 16construction schedule 2 3. 17construction work 2 3. 18date of firm operation 2
298
services-agreements
exhibit 10. 32 advanced solutions life sciences advanced advanced solutions solutions life sciences life sciences an advanced solutions, inc. company platform - as - a - service biolife4d opportunity # : opp - 0013290 december 20th, 2021 www.. advancedsolutions. com 2017 ypo global innovation award winner 2017 ypo global innovation award winner 2017 ypo global innovation award winner 2017 ypo global innovation award winner new york city, ny - may 12, 2017 ypo, the premier chief executive leadership organization in the world, with 24, 000 members across 130 countries, awarded advanced solutions life sciences, llc its 2017 global innovation award for the bioassemblybotยฎ technology platform. ypo innovation week ( may 8 - 12, 2017 ) connected influential entrepreneurs, innovators and thought leaders to exchange ideas about inspiration, breakthroughs and transformation through more than so signature events, live two - way interactive video casts and livestream events around the world. at the conclusion of the week, ypo announced the top global innovation award winner in new york city. 2017 global innovation award recipient michael go / way, president and ceo of advanced solutions, inc michael galway is the lead inventor of the bioassemblybotยฎ, the world โ€™ s first 3d human tissue printer that uses a six - axis robot ( www. bioassemblybot. com ) to construct living human tissue. bioassemblybotยฎ is a disruptive technology that allows researchers to complete their experiments faster, pharmaceutical companies to take cost and time out of the drug development process and a new approach to solve for diseased or failing organs. in addition to selling the innovation to customers around the world, advanced solutions life sciences is using the bioassemblybotยฎ technology platform in its own labs to help advance the science including developments to support the goal of 3d printing human organs. 2019 frost & sullivan best practices award winner 2019 frost & sullivan best practices award winner 2019 frost & sullivan best practices award winner 2019 frost & sullivan best practices award winner boston, ma. & louisville, kv. - 10 december, 2019 - based on its recent analysis of global manufacturing for pharmaceuticals, biotechnology, and cell & gene therapies, frost & sullivan recognizes louisville - based advanced solutions life sciences, llc ( asls ) with the 2019 bioprinting value leadership award. asls has demonstrated leadership in the category by introducing innovative, best - in - class biofabrication hardware, software, and consulting services.
299