This RECEIVABLES PURCHASE AND SALE AGREEMENT, dated as of March 15, 2006, is by and between GEHL RECEIVABLES II, LLC, a Delaware limited liability company (“Transferor”), and GEHL FUNDING II, LLC, a Delaware limited liability company (“Buyer”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I.

***

SECTION 1.01. Purchase of Transferred Receivables.

(a) Subject to the terms and conditions hereof, Transferor agrees to sell, assign, transfer, set-over, contribute and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer agrees to purchase or acquire from Transferor, all of Transferor’s right, title and interest in and to all Transferred Receivables existing as of the close of business on the Business Day immediately prior to the Initial Funding Date and all Transferred Receivables thereafter acquired by it until the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereon.

(b) Effective on the Initial Funding Date, in consideration for the Purchase Price and upon the terms and subject to the conditions set forth herein, Transferor does hereby sell, assign, transfer, set-over and otherwise convey to Buyer, without recourse (except to the extent expressly provided herein), and Buyer does hereby purchase from Transferor, all of Transferor’s right, title and interest in and to (i) the Receivables set forth on the Schedule of Receivables (other than the Existing Receivables, as to which Transferor has no, and claims no interest), existing as of the close of business on the Business Day immediately prior to the Initial Funding Date and (ii) the Receivables that shall be, from time to time, until the Termination Date, be added to or listed on the Schedule of Receivables, which are intended to be all Transferred Receivables thereafter acquired by it through until the Termination Date, together, in each case, with all Related Security relating thereto and all Collections thereon. In accordance with the preceding sentence, on the Initial Funding Date Buyer shall acquire all of Transferor’s right, title and interest in and to all Transferred Receivables existing as of the close of business on the Business Day immediately prior to the Initial Funding Date and thereafter arising through and including the Termination Date, together with all Related Security relating thereto and all Collections thereon; provided, that, Buyer shall be obligated to pay the Purchase Price therefor in accordance with Section 1.02. In connection with the payment of the Purchase Price for any Transferred Receivables purchased hereunder, Buyer may request that Transferor deliver, and Transferor shall deliver, such approvals, opinions, information, reports or documents as Buyer may reasonably request.
===

Click here for the complete Receivables Purchase and Sale Agreement

ShareThis

***

1.3 SCOPE
(a) General. The terms and conditions of this Agreement shall apply to all transactions pursuant to which Customer purchases, and Seller and/or any of its Affiliates furnishes, Products, Licensed Materials and/or Services for use by Customer, its Affiliates and/or any Designated Entity, and not for resale.

(b) New Customer Affiliates. If Customer acquires a new Affiliate following the date of this Agreement and such new Customer Affiliate is a party to one (1) or more agreements with Seller and/or one of Seller’s Affiliates (each agreement, a “Pre-Existing Affiliate Agreement”) covering substantially the same subject matter as this Agreement, Customer shall have the right, upon written notice to Seller, to terminate (or cause the Customer Affiliate to terminate) any and all Pre-Existing Affiliate Agreements between such new Customer Affiliate and Seller and/or one or more of its Affiliates without liability or penalty, and, upon Seller’s receipt of a written acknowledgment from the Customer Affiliate agreeing to be bound by the terms and conditions of this Agreement, all products, software and services acquired by such new Customer Affiliate from Seller and/or one of its Affiliates pursuant to such agreements thereafter shall be subject to the terms of this Agreement as though such products, software and services originally were provided to such new Customer Affiliate under this Agreement. Notwithstanding the preceding sentence: (i) the warranty periods set forth in a Pre-Existing Affiliate Agreement will continue to apply to the Products, Licensed Materials and Services purchased, licensed, delivered and performed under such Pre-Existing Affiliate Agreement; (ii) the prices, discounts, and credits set forth in this Agreement shall not retroactively apply to the Products, Licensed Materials and Services purchased, licensed, delivered and performed under a Pre-Existing Affiliate Agreement prior to the Effective Date; and (iii) ***.

(c) Scope of the Initial Project. Seller and Customer acknowledge that the following represents generally the schedule of work to be performed hereunder to deploy, maintain and/or upgrades PCS CDMA System Products in the identified Markets. As soon as practicable, the Parties shall jointly develop detailed project plans and delivery and installation schedules consistent with the proposed schedule. The project plan will contain the responsibilities of both Parties.
===
Click here for the complete General Purchase Agreement

ShareThis

***

3. TERMS OF SALE AND PURCHASE

3.1. VOLUMES

(a) Seller agrees to sell, and Buyer agrees to purchase, such volumes of Raw Product owned or controlled by Seller as the parties shall from time to time agree.

(b) Seller commits and dedicates to sell, and Buyer agrees to purchase, all volumes of Specification Product owned or controlled by Seller and produced from the Fractionating Facility.

3.2. DELIVERY OF PRODUCT

(a) Raw Product will be delivered to Buyer from Seller at or near the tailgate of the Originating Facility into an existing Pipeline designated by Buyer or such other locations as are mutually agreed to by the Parties.

(b) Specification Product will be delivered to Buyer from Seller (i) at or near the tailgate of the Fractionating Facility into an existing Pipeline designated by Buyer, (ii) at the truck rack of the Fractionating Facility onto tank trucks provided by Buyer, or (iii) at such other locations as are mutually agreed to by the Parties.
===

Click here for the complete Marketing and Trade Product Purchase Agreement

ShareThis

THIS PURCHASE AGREEMENT ASSIGNMENT (this “Assignment”) dated as of *** , 200 among K-Sea Operating Partnership, L.P. (the “Assignor”), First Union Commercial Corporation (together with its successors and assigns, the “Assignee”) and *** (the “Builder”). Capitalized terms used herein without definition will have the same meaning as in the Purchase Agreement.

***
Exhibit H

[form of General Assignment of Freights]

ASSIGNMENT OF CHARTER PARTIES,
CHARTER HIRE AND EARNINGS

The undersigned, K-SEA OPERATING PARTNERSHIP L.P., a Delaware limited partnership (hereinafter called the “Assignor”), in consideration of One Dollar ($1) lawful money of the United States of America and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has assigned, transferred and set over and by this instrument does assign, transfer and set over, unto FIRST UNION COMMERCIAL CORPORATION, a North Carolina corporation (the “Assignee”), and unto the Assignee’s successors and assigns, to its and its successors’ and assigns’ own proper use and benefit, and, as collateral security for the Obligations of Assignor to the Assignee pursuant to the terms and conditions of that certain Loan Agreement, dated as of March __ , 2005 (as from time to time the same may be amended, supplemented or otherwise modified, the “Loan Agreement”), between Assignor and Assignee and the other Principal Documents, and does hereby grant the Assignee a security interest in all of Assignor’s right, title and interest in and to: (i) any and all charter parties, whether bareboat or demise, time or voyage charters, contracts of affreightment or other contracts for the use or employment of vessels, transportation of cargo or passengers respecting the Assignor’s United States-flag vessel(s) identified on Schedule I hereto now or hereafter acquired (the “Vessels”), and all charter hire, rentals and other sums due and to become due thereunder or in connection therewith, including, without limitation, all rights and claims of Assignor as “Owner”, now or hereafter existing, under any insurance, indemnities, warranties and guaranties provided for or arising out of or in connection with any charter of any of the Vessels, for any damages arising out of or for breach or default under or in connection with any charter, to all other amounts from time to time paid or payable under or in connection with any charter, and to terminate any charter and to exercise or enforce any and all covenants, remedies, powers and privileges thereunder and, all accounts and contract rights and all freights, hire and other monies earned and to be earned, due or to become due, or paid or payable to, or for the account of, the Assignor, of whatsoever nature arising out of or as a result of the ownership and operation by the Assignor or any of its agents of the Vessels, (ii) all monies and claims for monies due and to become due to the Assignor and all claims for damages arising out of the breach of any and all present and future bareboat, demise, time and voyage charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, mail and/or passengers, and operations of every kind whatsoever of the Vessels and in and to any and all claims and causes of action for money, loss or damages that may accrue or belong to the Assignor, its respective successors or assigns, arising out of or in any way connected with the present or future use, operation or management of the Vessels or arising or in any way connected with any and all present and future requisitions, charter parties, bills of lading, contracts and other engagements of affreightment or for the carriage or transportation of cargo, mail and/or passengers, and other operations of the Vessels, (iii) all monies and claims for monies due and to become due to the Assignor, and all claims for damages in respect of the actual or constructive total loss of or requisition of use of or title to any Vessels, and (iv) any proceeds of any of the foregoing (any and all such amounts, hereinafter called “Earnings”).
===

Click here for the complete Purchase Agreement Assignment

ShareThis

This Agreement is made this 31 day of May, 2006 (the “Effective Date”) by and among Wynn Las Vegas, LLC (“Wynn”), Lupa International Inc. (“Lupa”), Productions du Dragon, S.A. (“Dragon”) and Franco Dragone, to which intervenes Calitri Services and Licensing Limited Liability Company (“Calitri”).

RECITALS

On October 31, 2002, Calitri and Wynn entered into that certain Licence Agreement (as amended to the date hereof, the “License Agreement”) pursuant to which Calitri licensed to Wynn, on an exclusive basis, the necessary rights to produce and present live performance of the Le Reve Show (the “Show”) and to create, manufacture, produce, sell and distribute derivative products and merchandising and to produce, distribute and sell publications relating to the Show, all as provided in the License Agreement;

As of the date of execution of this Agreement, (i) the License Agreement and all associated rights and obligations have been transferred and assigned by Calitri to Lupa and (ii) all of the rights transferred, assigned and sold mentioned in Sections 2.a hereof are owned by Lupa;

On October 31, 2002, Dragon and Wynn entered into that certain Production Services Agreement (as amended to the date hereof, the “Production Services Agreement”) pursuant to which Dragon agreed to provide certain services as defined in the Production Services Agreement, on the terms set forth in the Production Services Agreement. The License Agreement and the Production Services Agreement may hereafter be collectively referred to as the “Dragon Agreements”.

Wynn wishes to upgrade/enhance/change the Show.

The parties have agreed to terminate the License Agreement and the Production Services Agreement on the terms set forth in this Agreement.

***

3. On-Going Services. Dragon agrees that through January 31, 2007, Dragon and Lupa shall continue to provide to Wynn all services currently provided by Dragon and Lupa including but not limited to those services listed on Schedule A attached hereto on the same payment basis as in effect on the date hereof. Dragon and Lupa shall also receive ongoing compensation equal to the royalty payment and profit sharing referred to under the Dragon Agreements calculated in the manner as of the date hereof (i.e. the modified fee calculation agreed upon by the parties in May

2005). The parties agree that all provisions of the Dragon Agreements relating to such compensation including those in connection with the examination of books and records and budgetary approvals are hereby incorporated herein and will be deemed applicable and enforceable between the parties until January 31, 2007. For the avoidance of doubt, Dragon, Lupa and Franco Dragone shall have no obligation to provide any services in connection with modifications made to the Show; provided however, Dragon and Lupa and Franco Dragone agree to assist Wynn with maintaining the visa statuses and other immigration requirements of the artists through the current expiration dates of the such visas and not take any action adverse to the visa statuses of the artists.
===

Click here for the complete Production Rights Purchase Agreement

ShareThis

This Share Purchase Agreement (this “Agreement”) is made as of November 27, 2007 by and among eResearchTechnology, Inc., a Delaware corporation (the “Acquirer”), Covance Central Laboratory Services Limited Partnership, an Indiana limited partnership (the “Shareholder”), Covance Cardiac Safety Services Inc., a Pennsylvania corporation (the “Company”), and Covance Inc., a Delaware corporation (the “Parent”). Each of the Acquirer, the Company, the Shareholder and the Parent is sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties.”

***

ARTICLE 2
THE TRANSACTION
2.1 Sale and Purchase of Shares. Subject to the terms and conditions set forth herein, at the Closing, the Shareholder shall sell, transfer, assign and deliver to the Acquirer, and the Acquirer shall purchase and acquire from the Shareholder, free and clear of all Liens, 4,925,805.46 shares of Common Stock of the Company, par value $0.01 (the “Target Shares”), which shall represent all of the issued and outstanding capital stock of the Company, together with all rights now or hereafter attaching thereto, for the consideration set forth in Section 2.2.

2.2 Purchase Price. In consideration of the sale and transfer of the Target Shares pursuant to Section 2.1, the Acquirer shall pay to the Shareholder and, where appropriate, the Parent the aggregate purchase price therefor, consisting of (a) Thirty-Five Million Two Hundred Thousand Dollars ($35,200,000) (the “Closing Payment”), plus (b) the Earnout, plus or minus (c) any Purchase Price Adjustment plus (d) any aggregate Additional Backlog Payments (collectively, the “Purchase Price”).

2.3 Closing Time and Place. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place at 1:00 p.m., local time, on a date to be specified by the Parties, which shall be no later than five (5) business days after satisfaction or waiver of all of the conditions set forth in Article 7 (the “Closing Date”), at the offices of Duane Morris LLP, 30 South 17th Street, Philadelphia, Pennsylvania, 19103, unless another time, date or place is agreed to by the Parties hereto.
===

Click here for the complete Share Purchase Agreement

ShareThis

THIS AGREEMENT REGARDING DISTRIBUTION OF ASSETS (this “Agreement”) is made as of September 4, 2007, by and between United Country Brands, LLC (“UCB”), its parent organization, CHS Inc. (“CHS”) and Winfield Solutions, LLC (“WS”), and its parent organization, Land O’Lakes, Inc. (“LOL”).

***

II. GENERAL OVERVIEW OF DISTRIBUTION PROCESS

To clarify the intent of the parties, a general overview of the distribution process is as follows:

2.1 Retire Portions of Bank Debt of Agriliance; Additional Payment to CHS. The parties recognize that the assets to be distributed hereunder constitute collateral for the Bank Debt. Further, the parties recognize and agree that the value attributed to the CPP Business Assets exceeds the value attributed to the CN Business Assets. Because the parties intend to maintain their current membership interests in Agriliance after the distribution of assets hereunder, the parties agree that LOL shall, on the Distribution Date, make those payments against the Bank Debt on behalf of Agriliance as set forth in that certain Agreement to Pay Debt dated September 4, 2007, by and between LOL and Agriliance, a copy of which is attached hereto as Exhibit A. To the extent additional funds are necessary to bring into equal balance the value received by each party, LOL shall pay the requisite cash directly to CHS on the Distribution Date.

2.2 Distribution of Assets; Assumption of Certain Liabilities. On the Distribution Date, the parties shall cause the following to occur:

(a) Agriliance shall distribute the CN Business Assets to CHS and CHS shall assume the CN Business Obligations; and,

(b) Agriliance shall distribute the CPP Business Assets to WS and WS shall assume the CPP Business Obligations.
===

Click here for the complete Agreement Regarding Distribution of Assets

ShareThis

***

5.5 Mutual Warranties

The Trustee warrants to MCZ and MCZ warrants to the Trustee that:

5.5.1 it has full power and authority without requiring the consent of any person — except in the case of MCZ who requires consent from Wachovia Capital Finance Corporation (Central) to enter into this Agreement and the instrument constituting the Consideration Notes — (and has duly exercised such power and authority) to enter into and perform its obligations under each of the Transaction Documents to which it is party;
===

Click here for the complete Sale and Purchase Agreement

ShareThis

***

1.33 “Film Agreements” shall mean those Contracts, judicial awards and/or rulings pursuant to which Seller, the Company, their Affiliates or their predecessors in interest acquired or purchased from any other Person any of the Film Rights, as such agreements have been amended from time to time. Such agreements shall include, but not be limited to, any and all: production services agreements, writer agreements, literary or other rights acquisition agreements, work-for-hire agreements, producer agreements, talent agreements, assignment of rights agreements, assignments of Film Intellectual Property, releases and/or any and all other documents, agreements, letters, releases, contracts, or memoranda, (whether in written or electronic format) pertaining to the acquisition of Film Rights of each such Film.

1.34 “Film Intellectual Property” shall mean all right, title and interest of Seller and the Company in and to any of the Intellectual Property owned, used, held, developed, or under development related to the Films, including, but not limited to, the Copyright Registrations and Trademark Registrations.

1.35 “Film Properties” shall mean all existing physical properties (other than Literary Property) of or relating to the Films owned or controlled by Seller or the Company or to which Seller or the Company has access, subject to the Bagbridge Rights therein, including, but not limited to, film, film negatives and positives; sound effect tracks; master tapes and other duplicating materials of any kind; original art work; and other tangible elements and materials and properties in respect of the Films; foreign language dubbed and titled versions; prints and negatives of stills; trailers and television spots and all promotional and other advertising and publicity materials of all kinds; cuts, trims, outtakes and stock footage, together with digital copies of any of the foregoing.

1.36 “Film Rights” shall mean any and all right and interest, tangible and intangible, of Seller, the Company and any of their Affiliates in, of, or relating to the Films, including, but not limited to, the following:

(a) the Literary Property for each Film;

(b) the Film Properties for each Film;

(c) copyrights, rights and interests in copyrights, renewals and extensions of copyrights, domestic and foreign, including any such rights pursuant to the Sale and Leaseback Transactions or otherwise, obtained upon or in relation to any Film or the Literary Property or any part thereof, rights (but not the obligation) to make publication thereof for copyright purposes and to register claims under copyright, rights (but not the obligation) to renew and extend such copyrights, and rights (but not the obligation) to sue in the name of any Person for past, present or future infringements of copyright;

(d) the Ancillary Rights;

(e) the right to Exploit (including, without limitation, by way of remake or prequel) any Film in any Media in any language or authorize third parties to do so, including, without limitation, the music synchronization rights for the music composition and musical recording rights as contained in such Films and language dubbing rights, including, without limitation, the rights to edit, alter, dub, subtitle and voiceover, in each instance subject to the License Agreements;

(f) rights to advertise, promote and publicize the Films in any Media and language in connection with the Exploitation of the Films, including the right to create and use trailers and promotional materials, the use of synopses of or brief excerpts from the Films, or from the Literary Property; the use of the music and dialogue of the Films, and the names, voices, images, likenesses and biographies of the lead cast, director, producer, writers, composers, and other significant personnel or entities rendering services for or connected with the Films, to the fullest extent possible; provided, however, that all of the foregoing shall be subject to those restrictions set forth in the Film Agreements;

(g) rights to use in connection with the Exploitation of the Films in any Media and language, the names, credits, logos, trade names, trademarks and titles contained in or incorporated into the Films, trailers, positive prints, preprint materials and video masters of the Films and advertising and publicity materials relating to the Films; and

(h) to the extent not covered by Section 1.36(a) through (g), all Film Intellectual Property.
Notwithstanding anything herein to the contrary, Film Rights shall not include the Bagbridge Rights.
===

Click here for the complete Purchase and Sale Agreement

ShareThis

THIS AGREEMENT FOR SALE AND PURCHASE OF MEMBERSHIP INTERESTS (this “Agreement”) is made this 29th day of May, 2007 (the “Effective Date”), by and between CIMS LIMITED PARTNERSHIP, an Illinois limited partnership (“Seller”), and DND HOTEL JV PTE LTD, a company formed under the laws of Singapore (“Purchaser”).

RECITALS:

A. Seller owns all of the membership interests in Seller Mezz II; Seller Mezz II owns all of the membership interests in Seller Mezz I; Seller Mezz I owns all of the membership interests in Owner; and Owner owns the fee interest in the Land, the improvements and buildings on the Land and related amenities, commonly referred to as the Intercontinental Chicago (the “Hotel”).

B. Seller desires to sell, and Purchaser desires to purchase, the Purchaser Prorata Share of the Membership Interests (as hereinafter defined) upon and subject to the terms and conditions hereinafter set forth.

AGREEMENTS:

NOW, THEREFORE, in consideration of the representations, warranties, agreements, covenants, and conditions contained in this Agreement, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree as follows:

ARTICLE I

DEFINITIONS AND REFERENCES

1.01 Definitions. As used in this Agreement, the following terms shall have the meanings indicated below:

Accountants: Shall have the meaning given such term in Section 7.06.

Account Cash: The balances of all cash and securities and other instruments held by Owner, Operating Lessee or by Manager for the benefit of Owner, Operating Lessee or the Property (including but not limited to any sums held in reserve by Owner’s lenders) and deposited, held, or contained in any account, bank, or vault, except for Cash-On-Hand and Deposits.

Accounts Payable: Shall mean all accounts payable with regard to the Hotel prior to the Cut-Off Time.

Accounts Receivable: All accounts receivable with regard to the Hotel as of the Cut-off Time whether or not a bill or statement has been presented to the person owing such amount except for amounts owing by guests that are in occupancy at the Cut-off Time and amounts owing relating to functions which are in progress as of the Cut-off Time.
===

Click here for the complete Agreement for Sale and Purchase of Membership Interests

ShareThis