FILED: NEW YORK COUNTY CLERK 01/03/ :01 PM INDEX NO /2016 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 01/03/2017 EXHIBIT B

Size: px
Start display at page:

Download "FILED: NEW YORK COUNTY CLERK 01/03/ :01 PM INDEX NO /2016 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 01/03/2017 EXHIBIT B"

Transcription

1 FILED: NEW YORK COUNTY CLERK 01/03/ :01 PM INDEX NO /2016 NYSCEF DOC. NO. 26 RECEIVED NYSCEF: 01/03/2017 EXHIBIT B

2 August 31, 2016 In re Hestia B.V. Purchase and Sale Agreement Section 5(d)(i) Earnout Dispute Notice of the Sellers Representative Pursuant to Section 5(d)(i) of the Agreement,1 the Sellers Representative hereby sets forth his disagreement with the calculation of the Earnout Amounts contained in Purchaser s purported (a) Income Statement for the twelve month period ending January 31, 2016 and Earnout Statement for the twelve month period ending January 31, 2016 (collectively, the 2016 Earnout Statement ); and (b) Earnout Statements for each of the periods ending February 29, 2016, March 31, 2016, April 30, 2016 and May 31, 2016, respectively (collectively, the Four Extended Earnout Statements and with the 2016 Earnout Statement, the Five Earnout Statements ). The basis for the Sellers Representative s disagreements with Purchaser s calculations of the Earnout Amounts is set forth below, to the extent he is reasonably able to do so. I. DISAGREEMENT WITH PURCHASER S CALCULATION OF THE EARNOUT AMOUNTS SET FORTH IN THE FOUR EXTENDED EARNOUT STATEMENTS A. Calculation of Actual Gross Profit and the Earnout Amount for the Extended Earnout Period The Sellers Representative disagrees with Purchaser s calculation of Actual Gross Profit for the Extended Earnout Period as set forth in each of the Four Extended Earnout Statements. Purchaser appears to calculate Actual Gross Profit for each of the Four Extended Earnout Statements using a twelve month period ending on the last day of the month for each of the Four Earnout Statements -- i.e., a twelve month period ending February 29, 2016, March 31, 2016, April 30, 2016 and May 31, 2016, respectively. Purchaser s calculation violates the terms of the Agreement governing the calculation of Actual Gross Profit during the Extended Earnout Period. The Agreement directs that Actual Gross Profit for the First Earnout Period (including for the avoidance of doubt, any Extended Earnout Period) shall be calculated based on the twelve-month period ended on January 31, 2016 as automatically extended to the First Extended Earnout Date, which is defined as the earlier of (a) May 31, 2016 and (b) the last day of any month during the period commencing on February 1, 2016 until May 31, 2016 in which the Actual Gross Profit for the First Earnout Period equals or exceeds. See Agreement 5(a)(i), 13.1 (defining terms Extended Earnout Period, First Earnout Period, and First Extended Earnout Date ). These provisions unambiguously direct that, during the First Earnout Period (including any Extended Earnout Period), Actual Gross Profit shall be calculated over a period of 12 through 16 months collectively -- i.e., over the twelve months ended January 31, 2016 extended though May 31, subject only to earlier termination if Actual Gross Profit equals or exceeds in any month during that extended First Earnout Period. Purchaser s failure to calculate Actual Gross Profit and the Earnout Amount for 1 Agreement refers to that certain Purchase and Sale Agreement by and among GardaWorld Consulting (UK) Limited, Hestia B.V., the Sellers, the Sellers Representative and Garda World Security Corporation (solely for purposes of sections 12.3 and 12.16), dated as of July 10, All capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Agreement.

3 the Extended Earnout Period for the First Earnout Period consistent with the terms of the Agreement constitutes a breach of 5 of the Agreement. II. DISAGREEMENTS WITH PURCHASER S CALCULATION OF THE EARNOUT AMOUNTS SET FORTH IN THE FIVE EARNOUT STATEMENTS A. Basra Governorate The Sellers Representative disagrees with the reduction of from the calculation of Actual Gross Profit on the following grounds: a. The reduction of Actual Gross Profit is impermissible under the terms of 5 of the Agreement. Under the Agreement, Purchaser s. Accordingly, Purchaser s attempt to reduce Actual Gross Profit constitutes a breach of 5 of the Agreement; b. In the alternative, the reduction of Actual Gross Profit by the is improper because it is not in accordance with applicable accounting requirements nor consistent with past practice of the Company and its Subsidiaries, as required by Section 5(a) of the Agreement. That is because of the following: i. Purchaser has failed to supply sufficient competent evidential matter to show that the. To the contrary, evidence supplied by the Purchaser showed that,. Moreover, pursuant to of the Agreement, Purchaser (and the Operating Companies) have a duty, which continued through and beyond May 31, 2016, to which duty precluded Purchaser from. Accordingly, for both of these reasons, the proposed reduction of Actual Gross Profit by the amount of is improper; ii. In the alternative, in whole or part, such amount should, consistent with past practice of the Company and its Subsidiaries,. 2

4 B. 2 Afghanistan Withholding Tax The Sellers Representative disagrees with the from the calculation of Actual Gross Profit called Afghanistan Withholding Tax on the following grounds: of the so- a. The of Actual Gross Profit by the amount of the Afghanistan Withholding Tax is impermissible under the terms of 5 of the Agreement. Pursuant to the Agreement, the definition of Actual Gross Profit excludes any and all corporate or entity-level Taxes.... See Agreement 13.1(a)(definition of Actual Gross Profit, Taxes, and Taxing Authority ). Because the Afghanistan Withholding Tax and Purchaser s attempt to do so constitutes a breach of the Agreement; b. In the alternative, to the extent that the Afghanistan Withholding Tax the Afghanistan Withholding Tax is impermissible because it is premised on Purchaser s that was known or knowable, in whole or part, as of December 2, 2015, the date when Purchaser submitted its Closing Statement and Closing Date Working Capital., however, was not recorded by Purchaser on either the Closing Statement or the Closing Date Working Capital. Pursuant to 4(b) of the Agreement, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of the... Closing Date Working Capital.... Accordingly, Purchaser may not attempt, in violation of the contractual protections of 4(b) of the Agreement, pursuant to 5; c. In the alternative, of the Afghanistan Withholding Tax is improper because it is not in accordance with applicable accounting requirements nor consistent with the past practice of the Company and its Subsidiaries, as required by Section 5(a) of the Agreement. That is because of the following: i. The Afghanistan Withholding Tax is improper. Accordingly, 2 Purchaser has represented that an Withholding Tax associated with the Afghanistan. Purchaser, however, has failed to supply documentary evidence to support its representation, despite repeated requests of the Sellers Representative. 3

5 ii. In the alternative, Afghanistan Withholding Tax could properly be recognized as of the last day of any of the Five Earnout Statements, : (a) that period prior to February 1, 2015, must be recognized as either (i) a period prior to February 1, 2015 or alternatively (ii) on the Operating Companies consolidated income statement for periods after February 1, 2015 in a, so as to not violate applicable revenue matching principles and distort the reported profit margins of the Operating Companies; and (b) which accrued for any period after February 1, 2015 must be recorded in such a manner as to not violate applicable revenue matching principles and distort the reported profit margins of the Operating Companies. Accordingly, during the period after February 1, Because Purchaser has failed to supply sufficient competent evidential matter to show, despite repeated requests of the Sellers Representative, ; d. In the alternative, Afghanistan Withholding Tax the Afghanistan Withholding Tax is impermissible because it is premised on Purchaser s and which, if Purchaser s assertions are proven, of the Agreement based on the including potentially those of the Company contained in. Under the Agreement, Purchaser s recovery for is solely limited to the amounts identified in those provisions of of the Agreement governing Accordingly, Purchaser s attempt to Afghanistan Withholding Tax is contrary to the terms of the Agreement, would result in a windfall to Purchaser and should not be allowed. ; 4

6 C. Unbilled Accounts Receivable The Sellers Representative disagrees with the reduction of from the calculation of Actual Gross Profit arising from the, on the following grounds: a. The reduction of Actual Gross Profit by the amount of the is impermissible under the terms of 5 of the Agreement. recover Under the Agreement, Purchaser s sole remedy for its inability to invoice or Purchaser s attempt to and thereby both the Agreement; Accordingly, constitutes a breach of 5 of b. In the alternative, to the extent that the was, the reduction of Actual Gross Profit by the is impermissible because it is premised on Purchaser s recognition of a contingent liability that was known or knowable, in whole or part, as of December 2, 2015, the date when Purchaser submitted its Closing Statement and Closing Date Working Capital. Such a contingent liability, however, was not recorded by Purchaser on either the Closing Statement or the Closing Date Working Capital. Pursuant to 4(b) of the Agreement, Purchaser may not amend, adjust, supplement or modify the Closing Statement or the amount of the... Closing Date Working Capital.... Accordingly, Purchaser may not attempt, in violation of the contractual protections of 4(b) of the Agreement, to now record a liability which it failed to recognize as of the Closing Date for the sole purpose of expensing that liability and reducing the calculation of Actual Gross Profit pursuant to 5; c. In the alternative, the reduction of Actual Gross Profit by the is improper because it is not in accordance with applicable accounting requirements nor consistent with the past practice of the Company and its Subsidiaries, as required by Section 5(a) of the Agreement. That is because of the following: i. Purchaser has failed, despite repeated requests of the Sellers Representative, to supply any competent evidential matter. Accordingly, to the extent the was so accrued, Purchaser s 5

7 attempt to record a duplicative and recognize a related expense to reduce Actual Gross Profit would violate applicable accounting requirements and yield an unwarranted windfall to Purchaser; ii. In the alternative, to the extent the, Purchaser may not recognize such liability as an expense affecting Actual Gross Profit in the twelve month period ending January 31, 2016 or any periods ending thereafter, as such expense related to a which was known or knowable in its entirety prior to February 1, 2015 and accordingly should be recorded, if at all, as an expense either (a) to periods prior to February 1, 2015 or (b) if recorded in any period after February 1, 2015, then recorded as an extraordinary item on the Operating Companies consolidated income statement in such a manner that it does not affect Actual Gross Profit, so as to not violate applicable revenue matching principles and distort the reported profit margins of the Operating Companies; d. In the alternative, to the extent that the was, the reduction of Actual Gross Profit by the amount of the is impermissible because it is premised on Purchaser s recognition of a supposed undisclosed contingent liability that was purportedly known or knowable as of July 10, 2015 and which, if Purchaser s assertions are proven, might support a. Under the Agreement, Purchaser s recovery for is solely limited to the amounts identified in those provisions of. Accordingly, Purchaser s attempt to reduce Actual Gross Profit by contrary to the terms of the Agreement, would result in a windfall to Purchaser and should not be allowed. D. Unbilled Accounts Receivable for The Sellers Representative disagrees with the reduction of from the calculation of Actual Gross Profit arising from the, on the following grounds: a. The reduction of Actual Gross Profit by of on the grounds that such amounts are is impermissible under the terms of 5 of the Agreement. The amount sought to be. Under the Agreement, Purchaser s sole remedy for its inability to invoice or recover the amount of any. See 6

8

9 effort in attempting to than previously experienced. Moreover, Purchaser seeks to after having invested far less time and. Accordingly, because Purchaser has failed to supply any competent evidential matter to show that the based on a method inconsistent with past practices of the Company and its Subsidiaries, the proposed reduction to Actual Gross Profit is improper. F. Training WIP 3 The Sellers Representative disagrees with the reduction of from the calculation of Actual Gross Profit arising from the WIP related to training costs on the grounds that such a reduction is not in accordance with applicable accounting requirements nor consistent with past practice of the Company and its Subsidiaries, as required by Section 5(a) of the Agreement. That is because of the following: a. Despite multiple requests by the Sellers Representative, Purchaser has failed to supply documents or other information sufficient to show that the. Among other things, Purchaser s explanations for its proposed reduction to Actual Gross Profit are internally inconsistent, conclusory and lacking sufficient competent evidential matter to support management s supposed judgments that. Moreover, Purchaser has failed to show that, in, it employed a method consistent with past practices of the Company and its Subsidiaries, as required by Section 5(a) of the Agreement. Accordingly, the in Actual Gross Profit is improper. G. The Sellers Representative disagrees with the reduction of from the calculation of Actual Gross Profit in connection with the the grounds that Purchaser has failed, despite multiple requests by the Sellers Representative, to supply documents or other information sufficient to show that Purchaser has diligently and in good faith sought to obtain recovery of the, in full or part. 3 Purchaser initially disclosed that it had Training WIP in calculating Actual Gross Profit for the 2016 Earnout Statement, which it later corrected to be. Purchaser subsequently revealed that it had for Training WIP when calculating Actual Gross Profit for the period ending February 29, Purchaser, however, failed to provide any accounting entries evidencing such, despite the Sellers Representative s requests. Nonetheless, for purposes of this Earnout Dispute Notice, the Sellers Representative has assumed that the Training WIP has been and objects to Purchaser s accounting for the reasons set forth above. 8

10 III. OBJECTIONS TO PURCHASER S PERFORMANCE OF ITS OBLIGATIONS UNDER 5 AND RESERVATION OF RIGHTS A. Purchaser Has Failed To Comply With 5(d)(ii) The Sellers Representative objects to Purchaser s failure to comply with its obligations under 5(d)(ii) of the Agreement. Among other things, Purchaser has failed to fully and timely produce documents and other information requested by the Sellers Representative concerning Purchaser s calculation of the Actual Gross Profit and Earnout Amount in each of the Five Earnout Statements. Moreover, Purchaser has improperly limited or explicitly denied access by the Sellers Representative to personnel and the Representatives of Purchaser and its Affiliates (including their respective accountants) with knowledge relevant to Purchaser s calculation of the Actual Gross Profit and Earnout Amount in each of the Five Earnout Statements. Purchaser s conduct constitutes a breach of its duties under the Agreement that has substantially prejudiced the Sellers Representative s ability to review, evaluate and object to Purchaser s calculation of the Actual Gross Profit and Earnout Amount in each of the Five Earnout Statements. The Sellers Representative reserves the right to seek appropriate relief and/or remedies for Purchaser s violation of its contractual obligations in the appropriate forum. B. Reservation of Rights by the Sellers Representative Due to Purchaser s violation of its obligations under 5(d)(ii) of the Agreement, the Sellers Representative hereby reserves its right to amend, modify, supplement or add to the disagreements set forth in this Earnout Dispute Notice. 2. The Sellers Representative s statement of his disagreements with Purchaser s calculation of the Actual Gross Profit and Earnout Amounts in each of the Five Earnout Statements is set forth in the alternative. The assertion of one disagreement is without prejudice to the assertion of any other disagreement, whether on the same or a different topic. 3. The Sellers Representative, by stating his disagreements with Purchaser s calculation of the Actual Gross Profit and Earnout Amounts in each of the Five Earnout Statements, does not waive, but instead expressly preserves, his right to seek resolution of, and any appropriate relief in connection with, his disagreement with Purchaser s calculation and objection to Purchaser s conduct in such appropriate forums as are set forth in 5(d)(iv) of the Agreement. 9

FILED: NEW YORK COUNTY CLERK 01/17/ :25 AM INDEX NO /2016 NYSCEF DOC. NO. 40 RECEIVED NYSCEF: 01/17/2017 EXHIBIT C

FILED: NEW YORK COUNTY CLERK 01/17/ :25 AM INDEX NO /2016 NYSCEF DOC. NO. 40 RECEIVED NYSCEF: 01/17/2017 EXHIBIT C FILED: NEW YORK COUNTY CLERK 01/17/2017 11:25 AM INDEX NO. 655726/2016 NYSCEF DOC. NO. 40 RECEIVED NYSCEF: 01/17/2017 EXHIBIT C September 22, 2016 In re Hestia B.V. Purchase and Sale Agreement Amended

More information

FILED: NEW YORK COUNTY CLERK 01/04/ :21 PM INDEX NO /2016 NYSCEF DOC. NO. 30 RECEIVED NYSCEF: 01/04/2017 EXHIBIT 1

FILED: NEW YORK COUNTY CLERK 01/04/ :21 PM INDEX NO /2016 NYSCEF DOC. NO. 30 RECEIVED NYSCEF: 01/04/2017 EXHIBIT 1 FILED: NEW YORK COUNTY CLERK 01/04/2017 04:21 PM INDEX NO. 655726/2016 NYSCEF DOC. NO. 30 RECEIVED NYSCEF: 01/04/2017 EXHIBIT 1 Ú ÔÛÜæ ÒÛÉ ÇÑÎÕ ÝÑËÒÌÇ ÝÔÛÎÕ ðïñðíñîðïé ðëæðï ÐÓ ÒÇÍÝÛÚ ÜÑÝò ÒÑò îì ÒÜÛÈ

More information

FILED: NEW YORK COUNTY CLERK 04/11/ :37 PM

FILED: NEW YORK COUNTY CLERK 04/11/ :37 PM INDEX NO. 655726/2016 FILED: NEW YORK COUNTY CLERK 04/11/2017 12:37 PM NYSCEF DOC. NO. 61 RECEIVED NYSCEF: 04/11/2017 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK JEFFREY PAUL ARNOLD DAY,

More information

FILED: NEW YORK COUNTY CLERK 04/22/ :31 PM INDEX NO /2016 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 04/22/2016

FILED: NEW YORK COUNTY CLERK 04/22/ :31 PM INDEX NO /2016 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 04/22/2016 FILED: NEW YORK COUNTY CLERK 04/22/2016 04:31 PM INDEX NO. 151703/2016 NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 04/22/2016 EXHIBIT

More information

FILED: NEW YORK COUNTY CLERK 04/29/ :27 PM INDEX NO /2016 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/29/2016

FILED: NEW YORK COUNTY CLERK 04/29/ :27 PM INDEX NO /2016 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/29/2016 FILED: NEW YORK COUNTY CLERK 04/29/2016 03:27 PM INDEX NO. 652301/2016 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/29/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK AMBASE CORPORATION, 111 WEST

More information

Approved By: GR Auto Gallery, LLC

Approved By: GR Auto Gallery, LLC CUSTOMER DETAILS First Name: Email: Return Odometer Mileage: Purchase Date: Last Name: Phone: VIN: Return Date: CUSTOMER ACKNOWLEDGEMENT I confirm that the vehicle has been returned by 5 p.m., within 3

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DELTA AIR LINES, INC. *

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION DELTA AIR LINES, INC. * AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DELTA AIR LINES, INC. * The name of the Corporation is Delta Air Lines, Inc. (the Corporation ). The original Certificate of Incorporation of the Corporation

More information

WHEN CAN YOU STOP WORK FOR NONPAYMENT?

WHEN CAN YOU STOP WORK FOR NONPAYMENT? WHEN CAN YOU STOP WORK FOR NONPAYMENT? PLANNING AHEAD When an owner or general contractor has not paid a roofing contractor the sums it is owed under the contract, the roofing contractor is faced with

More information

Post-Closing Earnouts in M&A Transactions: Avoiding Common Disputes

Post-Closing Earnouts in M&A Transactions: Avoiding Common Disputes Post-Closing Earnouts in M&A Transactions: Avoiding Common Disputes Winter 2011 Kevin R. Shannon and Michael K. Reilly are partners in the Wilmington, Delaware law firm of Potter Anderson & Corroon LLP.

More information

FILED: NEW YORK COUNTY CLERK 09/20/ :18 PM INDEX NO /2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/20/2018

FILED: NEW YORK COUNTY CLERK 09/20/ :18 PM INDEX NO /2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 09/20/2018 NYSCEF DOC. NO. 2 RECEIVED NYSCEF 09/20/2018 SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK ------------------------------------------------------------------- x THE CHARLES SCHWAB CORPORATION,

More information

Standard Form of Agreement Between Contractor and Subcontractor

Standard Form of Agreement Between Contractor and Subcontractor Standard Form of Agreement Between Contractor and Subcontractor GENERAL TERMS AND CONDITIONS ARTICLE 1 THE SUBCONTRACT DOCUMENTS 1.1 The Subcontract Documents consist of (1) these General Terms and Conditions,

More information

ISDA. International Swaps and Derivatives Association, Inc. U.S. EMISSIONS ALLOWANCE TRANSACTION ANNEX. to the Schedule to the ISDA Master Agreement

ISDA. International Swaps and Derivatives Association, Inc. U.S. EMISSIONS ALLOWANCE TRANSACTION ANNEX. to the Schedule to the ISDA Master Agreement ISDA International Swaps and Derivatives Association, Inc. U.S. EMISSIONS ALLOWANCE TRANSACTION ANNEX to the Schedule to the ISDA Master Agreement dated as of... ( Effective Date ) between... and... (

More information

Cboe Global Markets Subscriber Agreement

Cboe Global Markets Subscriber Agreement Cboe Global Markets Subscriber Agreement Vendor may not modify or waive any term of this Agreement. Any attempt to modify this Agreement, except by Cboe Data Services, LLC ( CDS ) or its affiliates, is

More information

EXECUTION VERSION JULY 31, 2012 COMPREHENSIVE AGREEMENT RELATING TO THE I-95 HOV/HOT LANES PROJECT DATED AS OF JULY 31, 2012 BY AND BETWEEN

EXECUTION VERSION JULY 31, 2012 COMPREHENSIVE AGREEMENT RELATING TO THE I-95 HOV/HOT LANES PROJECT DATED AS OF JULY 31, 2012 BY AND BETWEEN COMPREHENSIVE AGREEMENT RELATING TO THE I-95 HOV/HOT LANES PROJECT DATED AS OF BY AND BETWEEN VIRGINIA DEPARTMENT OF TRANSPORTATION, an Agency of the Commonwealth of Virginia AND 95 EXPRESS LANES LLC,

More information

FEDERAL RESOURCES SUPPLY COMPANY GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES

FEDERAL RESOURCES SUPPLY COMPANY GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES 1. Applicability. FEDERAL RESOURCES SUPPLY COMPANY GENERAL TERMS AND CONDITIONS FOR THE PROVISION OF SERVICES These terms and conditions for services (these Terms ) are the only terms and conditions which

More information

FILED: NEW YORK COUNTY CLERK 07/28/ :23 PM INDEX NO /2015 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 07/28/2015 EXHIBIT 30

FILED: NEW YORK COUNTY CLERK 07/28/ :23 PM INDEX NO /2015 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 07/28/2015 EXHIBIT 30 FILED: NEW YORK COUNTY CLERK 07/28/2015 05:23 PM INDEX NO. 651841/2015 NYSCEF DOC. NO. 56 RECEIVED NYSCEF: 07/28/2015 EXHIBIT 30 STANDSTILL AGREEMENT THIS STANDSTILL AGREEMENT (this Agreement ) is dated

More information

FILED: NEW YORK COUNTY CLERK 07/11/ :26 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/11/2016

FILED: NEW YORK COUNTY CLERK 07/11/ :26 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 07/11/2016 FILED NEW YORK COUNTY CLERK 07/11/2016 0426 PM INDEX NO. 653624/2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF 07/11/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK PHILIPPE BUHANNIC and PATRICK

More information

EXHIBIT C - Contract for Residential Fire Sprinkler Demonstration Trailer

EXHIBIT C - Contract for Residential Fire Sprinkler Demonstration Trailer EXHIBIT C - Contract for Residential Fire Sprinkler Demonstration Trailer CONTRACTOR: 20 East Main Street Ashland, Oregon 97520 Telephone: 541/488-6002 Fax: 541/488-5311 DATE AGREEMENT PREPARED: BEGINNING

More information

Merchant Cash & Capital, LLC v Yehowa Med. Servs., Inc NY Slip Op 31590(U) July 29, 2016 Supreme Court, Nassau County Docket Number:

Merchant Cash & Capital, LLC v Yehowa Med. Servs., Inc NY Slip Op 31590(U) July 29, 2016 Supreme Court, Nassau County Docket Number: Merchant Cash & Capital, LLC v Yehowa Med. Servs., Inc. 2016 NY Slip Op 31590(U) July 29, 2016 Supreme Court, Nassau County Docket Number: 602039-16 Judge: Jerome C. Murphy Cases posted with a "30000"

More information

ISDA. International Swaps and Derivatives Association, Inc. AMENDED AND RESTATED INTEREST RATE 2002 MASTER AGREEMENT. dated as of August 1, 2014

ISDA. International Swaps and Derivatives Association, Inc. AMENDED AND RESTATED INTEREST RATE 2002 MASTER AGREEMENT. dated as of August 1, 2014 Execution Version ISDA International Swaps and Derivatives Association, Inc. AMENDED AND RESTATED INTEREST RATE 2002 MASTER AGREEMENT dated as of August 1, 2014 Royal Bank of Canada ( Party A ) and RBC

More information

INDIVIDUAL 401(k) RECORDKEEPING SERVICE AGREEMENT

INDIVIDUAL 401(k) RECORDKEEPING SERVICE AGREEMENT INDIVIDUAL 401(k) RECORDKEEPING SERVICE AGREEMENT The Employer, on its own behalf and on behalf of the Plan Administrator, and the Recordkeeper hereby make the following agreement: 1. Definitions: In this

More information

Case Document 635 Filed in TXSB on 03/27/18 Page 1 of 10

Case Document 635 Filed in TXSB on 03/27/18 Page 1 of 10 Case 17-36709 Document 635 Filed in TXSB on 03/27/18 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION ----------------------------------------------------------------

More information

FILED: NEW YORK COUNTY CLERK 05/02/ :47 PM INDEX NO /2016 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/02/2016

FILED: NEW YORK COUNTY CLERK 05/02/ :47 PM INDEX NO /2016 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 05/02/2016 FILED NEW YORK COUNTY CLERK 05/02/2016 0347 PM INDEX NO. 652332/2016 NYSCEF DOC. NO. 3 RECEIVED NYSCEF 05/02/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK --------------------------------------------------------------

More information

MASTER TRANSPORTATION BROKERAGE AGREEMENT

MASTER TRANSPORTATION BROKERAGE AGREEMENT MASTER TRANSPORTATION BROKERAGE AGREEMENT THIS AGREEMENT (the Agreement ), entered into on this day of, 20, between a motor contract carrier as per MC#, ( CARRIER ), and the following distinct corporate

More information

KGS-Alpha Capital Markets, L.P.

KGS-Alpha Capital Markets, L.P. KGS-Alpha Capital Markets, L.P. TERMS OF BUSINESS Last Updated: December 10, 2014 (Effective: December 11, 2014) By doing business with KGS-Alpha Capital Markets, L.P. ( KGS ), You, the Customer, accept

More information

Exhibit T ASSIGNMENT OF LICENSES, PERMITS AND CERTIFICATES. Recitals:

Exhibit T ASSIGNMENT OF LICENSES, PERMITS AND CERTIFICATES. Recitals: Exhibit T ASSIGNMENT OF LICENSES, PERMITS AND CERTIFICATES This Assignment of Licenses. Permits and Certificates ( Assignment ) is made effective as of, 20 (the Effective Date ) by and between DESERT MOUNTAIN

More information

ISDA. International Swaps and Derivatives Association, Inc. U.S. EMISSIONS ALLOWANCE TRANSACTION ANNEX. to the Schedule to the ISDA Master Agreement

ISDA. International Swaps and Derivatives Association, Inc. U.S. EMISSIONS ALLOWANCE TRANSACTION ANNEX. to the Schedule to the ISDA Master Agreement ISDA International Swaps and Derivatives Association, Inc. U.S. EMISSIONS ALLOWANCE TRANSACTION ANNEX to the Schedule to the ISDA Master Agreement dated as of... ( Effective Date ) between... and... (

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K Merrill Corporation 14-14493-1 Tue Jun 03 07:04:43 2014 (V 2.4m-2-P66747CBE) 8-K 107945 c:\jms\107945\14-14493-1\task6812922\14493-1-ba.pdf Chksum: 254396 Cycle 2.0 Doc 1 Page 1 UNITED STATES SECURITIES

More information

Case3:09-cv MMC Document22 Filed09/08/09 Page1 of 8

Case3:09-cv MMC Document22 Filed09/08/09 Page1 of 8 Case:0-cv-0-MMC Document Filed0/0/0 Page of IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF CALIFORNIA 0 United States District Court For the Northern District of California NICOLE GLAUS,

More information

UBS ASSET MANAGEMENT PRIVATE WEALTH SOLUTIONS SM PROGRAM CUSTODY AND EXECUTION AGREEMENT WITH UBS FINANCIAL SERVICES INC.

UBS ASSET MANAGEMENT PRIVATE WEALTH SOLUTIONS SM PROGRAM CUSTODY AND EXECUTION AGREEMENT WITH UBS FINANCIAL SERVICES INC. UBS ASSET MANAGEMENT PRIVATE WEALTH SOLUTIONS SM PROGRAM CUSTODY AND EXECUTION AGREEMENT WITH UBS FINANCIAL SERVICES INC. THIS CUSTODY AND EXECUTION AGREEMENT ( Agreement ) describes the securities execution

More information

Agreement for Advisors Providing Services to Interactive Brokers Customers

Agreement for Advisors Providing Services to Interactive Brokers Customers 6101 03/10/2015 Agreement for Advisors Providing Services to Interactive Brokers Customers This Agreement is entered into between Interactive Brokers ("IB") and the undersigned Advisor. WHEREAS, IB provides

More information

06/22/2017. acceptance by Provider. The terms of this Order also apply to any Corrective Action required by Company pursuant to Section 3 hereof.

06/22/2017. acceptance by Provider. The terms of this Order also apply to any Corrective Action required by Company pursuant to Section 3 hereof. 06/22/2017 1. Terms of Order This purchase order is an offer by the company identified on the face of this purchase order ("Company") for the procurement of the services specified (the "Services") from

More information

General Purchase Order Terms and Conditions (Pro-buyer)

General Purchase Order Terms and Conditions (Pro-buyer) 1. Applicability. General Purchase Order Terms and Conditions (Pro-buyer) (a) This purchase order is an offer by GT Exhaust, Inc. (the "Buyer") for the purchase of the goods specified on the face of this

More information

Date on which the purchase order has been revised.

Date on which the purchase order has been revised. For all Purchase Orders dated on or after 1 June 2014 : The following Terms & Conditions apply to all purchases made by Pfizer or any of its divisions and subsidiaries (including Wyeth). Pfizer Ltd Standard

More information

NTT Electronics AMERICA, INC. GENERAL TERMS AND CONDITIONS OF SALE

NTT Electronics AMERICA, INC. GENERAL TERMS AND CONDITIONS OF SALE NTT Electronics AMERICA, INC. GENERAL TERMS AND CONDITIONS OF SALE The following terms and conditions (hereinafter Terms and Conditions ) apply to all quotations, purchase orders, order acknowledgements

More information

[Date] POLAR CAPITAL TECHNOLOGY TRUST PLC. - and - [name] DEED OF INDEMNITY

[Date] POLAR CAPITAL TECHNOLOGY TRUST PLC. - and - [name] DEED OF INDEMNITY [Date] POLAR CAPITAL TECHNOLOGY TRUST PLC - and - [name] DEED OF INDEMNITY Herbert Smith LLP Exchange House Primrose Street London EC2A 2HS 1 THIS DEED is made on the [date] day of [year]. BETWEEN (1)

More information

Document A401 TM. Standard Form of Agreement Between Contractor and Subcontractor

Document A401 TM. Standard Form of Agreement Between Contractor and Subcontractor Document A401 TM 2017 Standard Form of Agreement Between Contractor and Subcontractor AGREEMENT made as of the day of in the year (In words, indicate day, month and year.) BETWEEN the Contractor: (Name,

More information

Case 3:09-cv N-BQ Document 201 Filed 05/16/17 Page 1 of 13 PageID 3204

Case 3:09-cv N-BQ Document 201 Filed 05/16/17 Page 1 of 13 PageID 3204 Case 3:09-cv-01736-N-BQ Document 201 Filed 05/16/17 Page 1 of 13 PageID 3204 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF TEXAS DALLAS DIVISION CERTAIN UNDERWRITERS AT LLOYD S OF LONDON

More information

Public Adjustment Bureau, Inc. v Greater New York Mutual Insurance Co NY Slip Op 30293(U) March 16, 2006 Supreme Court, New York County Docket

Public Adjustment Bureau, Inc. v Greater New York Mutual Insurance Co NY Slip Op 30293(U) March 16, 2006 Supreme Court, New York County Docket Public Adjustment Bureau, Inc. v Greater New York Mutual Insurance Co. 2006 NY Slip Op 30293(U) March 16, 2006 Supreme Court, New York County Docket Number: 0601202/2005 Judge: Louis B. York Republished

More information

Document A Standard Form of Agreement Between Contractor and Subcontractor

Document A Standard Form of Agreement Between Contractor and Subcontractor Document A401 2017 Standard Form of Agreement Between Contractor and Subcontractor AGREEMENT made as of the day of in the year (In words, indicate day, month and year.) BETWEEN the Contractor: (Name, legal

More information

ANNEX A Standard Special Conditions For The Salvation Army

ANNEX A Standard Special Conditions For The Salvation Army ANNEX A Standard Special Conditions For The Salvation Army TO BE ATTACHED TO AIA B101-2007 EDITION ABBREVIATED STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT 1. Contract Documents. This Annex supplements,

More information

CONSTRUCTION CLAIMS DISCLOSURE (NRS )

CONSTRUCTION CLAIMS DISCLOSURE (NRS ) CONSTRUCTION CLAIMS DISCLOSURE (NRS 113.135) This Construction Claims Disclosure is made as required by NRS 113.135 in contemplation of a Purchase and Sale Agreement (the "Agreement") which may be entered

More information

LEVERAGED INSTRUMENTS

LEVERAGED INSTRUMENTS To be retained by client TERMS AND CONDITIONS The following terms of trading, read together with the terms and conditions set out in the CONDITIONS GOVERNING PHILLIP SECURITIES TRADING ACCOUNTS, shall

More information

Rebate Agreement New Construction Energy Efficiency Program (NCEEP) Appendix C

Rebate Agreement New Construction Energy Efficiency Program (NCEEP) Appendix C Appendix C 2018 New Construction Energy Efficiency Program (NCEEP) This Agreement is entered into between the Imperial Irrigation District (IID), and Customer, sometimes individually referred to as a Party

More information

FILED: NEW YORK COUNTY CLERK 08/14/ :36 PM INDEX NO /2015 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 08/14/2015. Exhibit C

FILED: NEW YORK COUNTY CLERK 08/14/ :36 PM INDEX NO /2015 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 08/14/2015. Exhibit C FILED: NEW YORK COUNTY CLERK 08/14/2015 10:36 PM INDEX NO. 652346/2015 NYSCEF DOC. NO. 22 RECEIVED NYSCEF: 08/14/2015 Exhibit C For Lender use only: Received by: Approved by: Other: CAPITAL ONE TAXI MEDALLION

More information

LOAN AGREEMENT. Recitals

LOAN AGREEMENT. Recitals LOAN AGREEMENT THIS LOAN AGREEMENT (this Loan Agreement ) is entered into and effective as of March 9, 2017 (the Effective Date ), by and between the Capitol Area Community Development Corporation, a California

More information

DELAWARE CORPORATE LAW BULLETIN

DELAWARE CORPORATE LAW BULLETIN DELAWARE CORPORATE LAW BULLETIN Delaware Supreme Court Bars Buyer From Using Narrowly- Cabined Working Capital Adjustment To Attack Seller s Alleged Non- Compliance With GAAP Robert S. Reder Professor

More information

ARBITRATION RULES LJUBLJANA ARBITRATION RULES. Dispute Resolution Since 1928

ARBITRATION RULES LJUBLJANA ARBITRATION RULES. Dispute Resolution Since 1928 ARBITRATION RULES Ljubljana Arbitration Centre AT the Chamber of Commerce and Industry of Slovenia LJUBLJANA ARBITRATION RULES Dispute Resolution Since 1928 Ljubljana Arbitration Centre at the Chamber

More information

/05/ Applicability.

/05/ Applicability. 4060 03/05/2018 Master Securities Lending Agreement for Interactive Brokers LLC Fully-Paid Lending Program This Master Securities Lending Agreement ("Agreement") is entered into by and between Interactive

More information

NEBBIOLO STANDARD TERMS & CONDITIONS OF SALE

NEBBIOLO STANDARD TERMS & CONDITIONS OF SALE NEBBIOLO STANDARD TERMS & CONDITIONS OF SALE 1. GENERAL These Terms and Conditions of Sale ("Terms and Conditions") and any attached exhibits [together with those terms and conditions appearing on the

More information

REGULATED COMMERCE RETAILER ELECTRONIC SERVICES AGREEMENT

REGULATED COMMERCE RETAILER ELECTRONIC SERVICES AGREEMENT REGULATED COMMERCE RETAILER ELECTRONIC SERVICES AGREEMENT icontrol SERVICES icontrol Systems USA LLC ( icontrol or Company ) will provide electronic funds transfer (EFT) processing and electronic data

More information

To: Dr. Robert O Donnell VI-B. Jeanne Knouse. Date: August 18, Dental Service Agreement

To: Dr. Robert O Donnell VI-B. Jeanne Knouse. Date: August 18, Dental Service Agreement To: Dr. Robert O Donnell VI-B From: Jeanne Knouse Date: August 18, 2016 Re: Dental Service Agreement The attached Dental Services Agreement will be presented at the August 22, 2016 State College Area School

More information

Wentworth Distributors NZ Ltd Terms & Conditions of Trade Definitions Acceptance Electronic Transactions Act 2002 Change in Control

Wentworth Distributors NZ Ltd Terms & Conditions of Trade Definitions Acceptance Electronic Transactions Act 2002 Change in Control 1. Definitions 1.1 WDNZL means Wentworth Distributors NZ Ltd, its successors and assigns or any person acting on behalf of and with the authority of Wentworth Distributors NZ Ltd. 1.2 Client means the

More information

Listing Council decisions provide guidance based on the rules in effect at the time of issuance. To view the current Listing Rules, please click

Listing Council decisions provide guidance based on the rules in effect at the time of issuance. To view the current Listing Rules, please click Listing Council decisions provide guidance based on the rules in effect at the time of issuance. To view the current Listing Rules, please click http://nasdaq.cchwallstreet.com. Listing Council Decision

More information

Apollo Medical Holdings, Inc.

Apollo Medical Holdings, Inc. SECURITIES & EXCHANGE COMMISSION EDGAR FILING Apollo Medical Holdings, Inc. Form: 8-K Date Filed: 2017-02-13 Corporate Issuer CIK: 1083446 Copyright 2017, Issuer Direct Corporation. All Right Reserved.

More information

2010 PA Super 144. Appeal from the Order Entered August 19, 2009, in the Court of Common Pleas of Washington County, Civil Division, at No

2010 PA Super 144. Appeal from the Order Entered August 19, 2009, in the Court of Common Pleas of Washington County, Civil Division, at No 2010 PA Super 144 ESB BANK, : IN THE SUPERIOR COURT OF : PENNSYLVANIA Appellee : : v. : : JAMES E. MCDADE A/K/A JAMES E. : MCDADE JR. AND JEANNE L. MCDADE, : : APPEAL OF: JEANNE L. MCDADE, : : Appellant

More information

IN THE COMMONWEALTH COURT OF PENNSYLVANIA. Appellant :

IN THE COMMONWEALTH COURT OF PENNSYLVANIA. Appellant : IN THE COMMONWEALTH COURT OF PENNSYLVANIA Northeast Bradford School District, : : Appellant : : v. : No. 2007 C.D. 2016 : Argued: June 5, 2017 Northeast Bradford Education : Association, PSEA/NEA : BEFORE:

More information

REVOLVING LINE OF CREDIT NOTE. $30,000, Los Angeles, California December 15, 2007

REVOLVING LINE OF CREDIT NOTE. $30,000, Los Angeles, California December 15, 2007 Exhibit 10.7 REVOLVING LINE OF CREDIT NOTE $30,000,000.00 Los Angeles, California December 15, 2007 FOR VALUE RECEIVED, the undersigned TEKELEC ("Borrower") promises to pay to the order of WELLS FARGO

More information

KNIGHT TRANSPORTATION, INC EQUITY COMPENSATION PLAN. Article 1. History and Purpose

KNIGHT TRANSPORTATION, INC EQUITY COMPENSATION PLAN. Article 1. History and Purpose KNIGHT TRANSPORTATION, INC. 2012 EQUITY COMPENSATION PLAN Article 1. History and Purpose 1.1 History. The Board of Directors of Knight Transportation, Inc. (the "Company" or "Knight") adopted as of May

More information

APPLICATION FOR BUSINESS CREDIT

APPLICATION FOR BUSINESS CREDIT _. Return Completed Application to: Pike Industries, Inc. 3 Eastgate Park Road Belmont, NH 03220 Phone: 603.527.5100 Fax: 603.527.5101 Email: r1arremit@pikeindustries.com APPLICATION FOR BUSINESS CREDIT

More information

Article 6 Modification and Termination of Contracts for Supplies and Services

Article 6 Modification and Termination of Contracts for Supplies and Services Article 6 Modification and Termination of Contracts for Supplies and Services 16601. Contract Clauses and their Administration 16601. Contract Clauses and their Administration. (a) Introduction. The following

More information

RFP ATTACHMENT NO. 1 STANDARD FORM OF PROFESSIONAL SERVICES AGREEMENT BETWEEN DISTRICT AND CONSULTANT

RFP ATTACHMENT NO. 1 STANDARD FORM OF PROFESSIONAL SERVICES AGREEMENT BETWEEN DISTRICT AND CONSULTANT RFP ATTACHMENT NO. 1 STANDARD FORM OF PROFESSIONAL SERVICES AGREEMENT BETWEEN DISTRICT AND CONSULTANT (SHORT FORM) by and between THE LOS ANGELES COMMUNITY COLLEGE DISTRICT (the "District ) and [CONSULTANT

More information

PURCHASE ORDER TERMS & CONDITIONS

PURCHASE ORDER TERMS & CONDITIONS PO Terms & Conditions (Version 1: 2014/07) P a g e 1 PURCHASE ORDER TERMS & CONDITIONS 1. TERMS OF AGREEMENT The purchase order, together with these terms and conditions, and any attachments and exhibits,

More information

Standard Conditions. for Loans Made by. the World Bank. Out of. the Climate Investment Funds

Standard Conditions. for Loans Made by. the World Bank. Out of. the Climate Investment Funds Standard Conditions for Loans Made by the World Bank Out of the Climate Investment Funds Dated February 18, 2014 ARTICLE I Introductory Provisions Section 1.01. Application of Standard Conditions. These

More information

New York Fine Wine Storage, Inc. ( NYFWS ) was created in response to the overwhelming demand

New York Fine Wine Storage, Inc. ( NYFWS ) was created in response to the overwhelming demand New York Fine Wine Storage, Inc. ( NYFWS ) was created in response to the overwhelming demand for a high-quality, temperature-controlled, sophisticated wine storage facility in the New York Metropolitan

More information

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION. v. CIVIL ACTION NO. H MEMORANDUM AND ORDER

IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION. v. CIVIL ACTION NO. H MEMORANDUM AND ORDER Case 4:14-cv-00849 Document 118 Filed in TXSD on 09/03/15 Page 1 of 7 IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION MID-CONTINENT CASUALTY COMPANY, Plaintiff,

More information

GLWA PURCHASE ORDER TERMS AND CONDITIONS

GLWA PURCHASE ORDER TERMS AND CONDITIONS 1. Definitions Throughout this document the term Seller means the entity furnishing goods, services, and goods and services, and shall be synonymous with the term Supplier. The term Buyer means the Great

More information

ISO Enforcement Protocol

ISO Enforcement Protocol FERC ELECTRIC TARIFF First Revised Sheet No. 858 FIRST REPLACEMENT VOLUME NO. II Superseding Original Sheet No. 858 ISO Enforcement Protocol Issued on: May 20, 2004 FERC ELECTRIC TARIFF Substitute First

More information

Commercial Arbitration

Commercial Arbitration International Institute for Conflict Prevention & Resolution CPR PROCEDURES & CLAUSES Global Rules for Accelerated Commercial Arbitration Effective August 20, 2009 30 East 33rd Street 6th Floor New York,

More information

American Land Title Association Revised 10/17/92 Section II-1 POLICY OF TITLE INSURANCE. Issued by BLANK TITLE INSURANCE COMPANY

American Land Title Association Revised 10/17/92 Section II-1 POLICY OF TITLE INSURANCE. Issued by BLANK TITLE INSURANCE COMPANY POLICY OF TITLE INSURANCE Issued by BLANK TITLE INSURANCE COMPANY SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, BLANK

More information

DC: AVNET, INC. VOLUNTARY EMPLOYEE SEVERANCE PLAN

DC: AVNET, INC. VOLUNTARY EMPLOYEE SEVERANCE PLAN DC: 4069808-3 AVNET, INC. VOLUNTARY EMPLOYEE SEVERANCE PLAN Avnet, Inc. Voluntary Employee Severance Plan TABLE OF CONTENTS Introduction... 1 Eligibility... 2 Eligible Employees... 2 Circumstances Resulting

More information

INDEPENDENT CONTRACTOR AGREEMENT (STATUTORY W-2)

INDEPENDENT CONTRACTOR AGREEMENT (STATUTORY W-2) INDEPENDENT CONTRACTOR AGREEMENT (STATUTORY W-2) THIS INDEPENDENT CONTRACTOR AGREEMENT is made and entered into on, by and between WARDLAW INSURANCE SERVICES, INC., a Texas Limited Liability Company, hereinafter

More information

ICE CLEAR US, INC. RULES

ICE CLEAR US, INC. RULES ICE CLEAR US, INC. RULES TABLE OF CONTENTS Part 1 General Provisions... 1 Part 2 Clearing Membership... 9 Part 3 Guaranty Fund...21 Part 4 Clearing Mechanism...30 Part 5 Margins and Premiums...34 Part

More information

LATITUDE ENGINEERING - GENERAL TERMS OF SALE

LATITUDE ENGINEERING - GENERAL TERMS OF SALE 1. General Scope LATITUDE ENGINEERING - GENERAL TERMS OF SALE These General Terms of Sale ( Terms ), together with the terms and conditions set forth on the purchase order form ( Order Form ) (collectively

More information

Date. (Customer) (the Company ) Dear Sirs. Our Ref. MFA3-01. Master Forfaiting Agreement

Date. (Customer) (the Company ) Dear Sirs. Our Ref. MFA3-01. Master Forfaiting Agreement Our Ref. MFA3-01 Date (Customer) (the Company ) Dear Sirs Master Forfaiting Agreement This Master Forfaiting Agreement (the Agreement ) sets forth the general terms and conditions that will apply to each

More information

OLD DOMINION FREIGHT LINE, INC.

OLD DOMINION FREIGHT LINE, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 2005 (Date of earliest

More information

SPECIFIC TERMS OPTION AND TRADING

SPECIFIC TERMS OPTION AND TRADING SPECIFIC TERMS OPTION AND TRADING Specific Terms Option and Trading The Specific Terms Option and Trading (ST Option Trading) complement the General Terms (GT) between KBCS and the Client having selected

More information

Standard Terms and Conditions of Sale and Delivery

Standard Terms and Conditions of Sale and Delivery These form an integral part of all quotations and contracts for all goods and services to be provided by us and shall apply to any current or future business relationships. In deviation from the preceding

More information

Version 1.0/December, 2006 EFET. European Federation of Energy Traders

Version 1.0/December, 2006 EFET. European Federation of Energy Traders Amstelveenseweg 998 / 1081 JS Amsterdam Tel: +31 20 5207970/Fax: +31 346 283 258 E-mail: secretariat@efet.org Webpage: www.efet.org NBP APPENDIX General Agreement Concerning the Delivery and Acceptance

More information

SPECIFIC TERMS - BROKERAGE

SPECIFIC TERMS - BROKERAGE SPECIFIC TERMS - BROKERAGE Specific Terms - Brokerage The Specific Terms Brokerage (ST Brokerage) complement the General Terms (GT) of KBC Securities Services (KBCS) specifically for brokerage services

More information

Case nhl Doc 173 Filed 11/16/18 Entered 11/16/18 11:49:17. Alan D. Halperin. Esq. Objection Date: November 16, 2018

Case nhl Doc 173 Filed 11/16/18 Entered 11/16/18 11:49:17. Alan D. Halperin. Esq. Objection Date: November 16, 2018 Case 1-18-45284-nhl Doc 173 Filed 11/16/18 Entered 11/16/18 11:49:17 Alan D. Halperin. Esq. Objection Date: November 16, 2018 Donna H. Lieberman, Esq. Time: 4:00 p.m. HALPERIN BATTAGLIA BENZIJA, LLP 40

More information

International Swaps and Derivatives Association, Inc. ISDA 2018 BENCHMARKS SUPPLEMENT PROTOCOL

International Swaps and Derivatives Association, Inc. ISDA 2018 BENCHMARKS SUPPLEMENT PROTOCOL International Swaps and Derivatives Association, Inc. ISDA 2018 BENCHMARKS SUPPLEMENT PROTOCOL published on December 10, 2018 by the International Swaps and Derivatives Association, Inc. The International

More information

FILED: NEW YORK COUNTY CLERK 12/23/2013 INDEX NO /2013 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/23/2013

FILED: NEW YORK COUNTY CLERK 12/23/2013 INDEX NO /2013 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/23/2013 FILED: NEW YORK COUNTY CLERK 12/23/2013 INDEX NO. 654430/2013 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 12/23/2013 SUPRME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK MF ACQUISITIONS, LLC., Index No.: Plaintiff,

More information

Case Doc 143 Filed 02/05/18 Page 1 of 19. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division

Case Doc 143 Filed 02/05/18 Page 1 of 19. UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division Entered: February 5th, 2018 Signed: February 2nd, 2018 SO ORDERED Case 18-10334 Doc 143 Filed 02/05/18 Page 1 of 19 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF MARYLAND Greenbelt Division In re:

More information

CONVERTIBLE PROMISSORY NOTE

CONVERTIBLE PROMISSORY NOTE CONVERTIBLE PROMISSORY NOTE THIS CONVERTIBLE PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ACT ), OR UNDER ANY STATE SECURITIES LAW AND MAY NOT BE PLEDGED, SOLD,

More information

FUNDING LOAN AGREEMENT

FUNDING LOAN AGREEMENT EXECUTION VERSION FUNDING LOAN AGREEMENT DATED 2013 HOLMES FUNDING LIMITED as Funding and SANTANDER UK PLC as Funding Loan Provider and THE BANK OF NEW YORK MELLON, ACTING THROUGH ITS LONDON BRANCH as

More information

HULL & COMPANY, INC. DBA: Hull & Company MacDuff E&S Insurance Brokers PRODUCER AGREEMENT

HULL & COMPANY, INC. DBA: Hull & Company MacDuff E&S Insurance Brokers PRODUCER AGREEMENT HULL & COMPANY, INC. DBA: Hull & Company MacDuff E&S Insurance Brokers PRODUCER AGREEMENT THIS PRODUCER AGREEMENT (this Agreement ), dated as of, 20, is made and entered into by and between Hull & Company,

More information

Standard Form of Agreement Between Contractor and Subcontractor

Standard Form of Agreement Between Contractor and Subcontractor Document A401 2007 Standard Form of Agreement Between Contractor and Subcontractor AGREEMENT made as of the in the year (In words, indicate day, month and year.) day of BETWEEN the Contractor: (Name, legal

More information

SECOND AMENDMENT TO CREDIT AGREEMENT RECITALS:

SECOND AMENDMENT TO CREDIT AGREEMENT RECITALS: Exhibit 10.2 EXECUTION COPY SECOND AMENDMENT TO CREDIT AGREEMENT This SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment ), is entered into as of April 20, 2016, by and among ARC Group Worldwide, Inc.,

More information

IT IS HEREBY AGREED Between IAAC and the Broker as follows:

IT IS HEREBY AGREED Between IAAC and the Broker as follows: IAAC, Inc. Broker s Agreement Agreement made this day of between IAAC, Inc., a New York Corporation with offices at 5784 Widewaters Parkway, 1 st Floor, Dewitt, New York 13214, representatives, successors

More information

STS RESEARCH CENTER PARTICIPANT USER FILE RESEARCH PROGRAM DATA USE AGREEMENT

STS RESEARCH CENTER PARTICIPANT USER FILE RESEARCH PROGRAM DATA USE AGREEMENT MODEL FOR PUF RESEARCH STS RESEARCH CENTER PARTICIPANT USER FILE RESEARCH PROGRAM DATA USE AGREEMENT THIS DATA USE AGREEMENT (the Agreement ) is entered into and made effective the day of, 20 (the Effective

More information

Master FX. Give-Up. Agreement. Published as of April 6, by the Foreign Exchange Committee

Master FX. Give-Up. Agreement. Published as of April 6, by the Foreign Exchange Committee Master FX Give-Up Agreement Published as of April 6, 2005 by the Foreign Exchange Committee 47 Table of Contents Agreement...49 Schedule...57 Notice...61 48 FOREIGN EXCHANGE COMMITTEE 2005 ANNUAL REPORT

More information

IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA

IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA Case 106-cv-00606-SHR Document 23 Filed 06/22/2006 Page 1 of 7 IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF PENNSYLVANIA AEGIS SECURITY INSURANCE Civil No. 1CV-06-0606 COMPANY, JUDGE

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC.

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VMWARE, INC. VMWARE, INC., a corporation organized and existing under the laws of the State of Delaware (the Corporation ), DOES HEREBY CERTIFY AS FOLLOWS:

More information

ICE TRUST U.S. LLC STANDARD TERMS ANNEX TO THE ISDA MASTER AGREEMENT

ICE TRUST U.S. LLC STANDARD TERMS ANNEX TO THE ISDA MASTER AGREEMENT ICE TRUST U.S. LLC STANDARD TERMS ANNEX TO THE ISDA MASTER AGREEMENT WHEREAS, ICE Participant and Counterparty have previously entered into that certain ISDA Master Agreement, dated as of the date specified

More information

INDEX NO /2010 4NED NYSCEF ON DOC. NO. 1 RECEIVED NYSCEF: 09/15/2010. Plaintiffs,

INDEX NO /2010 4NED NYSCEF ON DOC. NO. 1 RECEIVED NYSCEF: 09/15/2010. Plaintiffs, Q 1 * I INDEX NO. 600800/2010 4NED NYSCEF ON 312912010 DOC. NO. 1 RECEIVED NYSCEF: 09/15/2010 c 1. 4 ZUKERMAN GORE BRANDEIS & CROSSMAN, LLP John K. Crossman Jeffrey L. Friesen 875 Third Avenue New York,

More information

DC 37, L. 375, 6 OCB2d 12 (BCB 2013) (IP) (Docket No. BCB )

DC 37, L. 375, 6 OCB2d 12 (BCB 2013) (IP) (Docket No. BCB ) DC 37, L. 375, 6 OCB2d 12 (BCB 2013) (IP) (Docket No. BCB-3042-12) Summary of Decision: The Union alleged that DDC violated NYCCBL 12-306(a)(1) and (4) by hiring outside consultants to perform work that

More information

NOW THEREFORE BE IT ORDAINED

NOW THEREFORE BE IT ORDAINED ORDINANCE OF THE CITY OF BAYONNE, COUNTY OF HUDSON, NEW JERSEY AUTHORIZING FIVE (5) YEAR TAX EXEMPTION ON THE ASSESSED VALUE OF NEW IMPROVEMENTS ONLY FOR NEWLY CONSTRUCTED RESIDENTIAL UNITS WITH RESPECT

More information

Standard Terms and Conditions of Sale

Standard Terms and Conditions of Sale 1. Interpretation and Applicability Standard Terms and Conditions of Sale 1.1 The following terms and conditions are to be read in conjunction with the Long Term Supply Agreement, if any. In the event

More information

Document A401 TM. Standard Form of Agreement Between Contractor and Subcontractor

Document A401 TM. Standard Form of Agreement Between Contractor and Subcontractor Document A401 TM 2007 Standard Form of Agreement Between Contractor and Subcontractor AGREEMENT made as of the day of in the year (In words, indicate day, month and year.) BETWEEN the Contractor: (Name,

More information