Grouped Into 395 Collections of Similar Clauses From Business Contracts
This page contains Successors and Assigns clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. [Remainder of Page Intentionally Left Blank. Signatures Follow on Next Page.] The Parties have executed this Amendment as of the Amendment Date. PARENT: PAR PETROLEUM CORPORATION By: /s/ James Matthew Vaughn Name: James Matthew Vaughn Title: Sr. Vice President and General Counsel MERGER SUB: BOGEY, INC. By: /s/ Eric Wright Name: Eric Wright Title: President COMPA...NY: KOKO'OHA INVESTMENTS, INC. By: /s/ Jim R. Yates Name: Jim R. Yates Title: President SHAREHOLDERS' REPRESENTATIVE: /s/ Bill D. Mills BILL D. MILLS EX-10.1 4 d848287dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 SECOND AMENDMENT OF AGREEMENT AND PLAN OF MERGER This Second Amendment of Agreement and Plan of Merger (this "Amendment") is made and entered into as of December 31, 2014 (the "Amendment Date") by and among (a) Par Petroleum Corporation, a Delaware corporation ("Parent"), (b) Bogey, Inc., a Hawaii corporation and a wholly-owned, indirect subsidiary of Parent ("Merger Sub"), (c) Koko'oha Investments, Inc., a Hawaii corporation (the "Company"), and (d) Bill D. Mills, in his capacity as the Shareholders' Representative. Parent, Merger Sub, the Company and the Shareholders' Representative are each referred to herein as a "Party" and collectively referred to herein as the "Parties". RECITALS WHEREAS, the Parties entered into that certain Agreement and Plan of Merger dated as of June 2, 2014, as amended by that certain Amendment to Agreement and Plan of Merger dated September 9, 2014 (the "Agreement"); WHEREAS, the Parties anticipate the HSR Waiting Period extending beyond January 1, 2015; and WHEREAS, the Parties hereto desire to amend the Agreement as provided below. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Defined Terms. All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement.View More
Successors and Assigns. This Amendment shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and assigns. [Remainder of Page Intentionally Left Blank. Signatures Follow on Next Page.] 6 Execution Version The Parties have executed this Amendment as of the Amendment Date. PARENT: PAR PETROLEUM CORPORATION By: /s/ James Matthew Vaughn Christopher Micklas Name: James Matthew Vaughn Christopher Micklas Title: Sr. Vice President and General Counsel Chief Financial Officer ...MERGER SUB: BOGEY, INC. By: /s/ Eric Wright Name: Eric Wright Title: President Signature page to Third Amendment of Agreement and Plan of Merger COMPANY: KOKO'OHA INVESTMENTS, INC. By: /s/ Jim R. Yates Name: Jim R. Yates Title: President and CEO SHAREHOLDERS' REPRESENTATIVE: /s/ Bill D. Mills BILL D. MILLS EX-10.1 4 d848287dex101.htm EX-10.1 EX-10.1 Signature page to Third Amendment of Agreement and Plan of Merger EX-2.4 2 d902717dex24.htm EX-2.4 EX-2.4 Exhibit 10.1 SECOND 2.4 Execution Version THIRD AMENDMENT OF AGREEMENT AND PLAN OF MERGER This Second Third Amendment of Agreement and Plan of Merger (this "Amendment") is made and entered into as of December March 31, 2014 2015 (the "Amendment Date") Date"), by and among (a) Par Petroleum Corporation, a Delaware corporation ("Parent"), (b) Bogey, Inc., a Hawaii corporation and a wholly-owned, indirect subsidiary of Parent ("Merger Sub"), (c) Koko'oha Investments, Inc., a Hawaii corporation (the "Company"), and (d) Bill D. Mills, in his capacity as the Shareholders' Representative. Parent, Merger Sub, the Company and the Shareholders' Representative are each referred to herein as a "Party" and collectively referred to herein as the "Parties". RECITALS WHEREAS, the Parties entered into that certain Agreement and Plan of Merger dated as of June 2, 2014, as amended by that certain Amendment to Agreement and Plan of Merger dated September 9, 2014, and as further amended by that certain Second Amendment to Agreement and Plan of Merger dated December 31, 2014 (the (as amended, the "Agreement"); WHEREAS, the Parties anticipate the HSR Waiting Period extending beyond January 1, 2015; and WHEREAS, the Parties hereto desire to further amend the Agreement as provided below. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows: 1. Defined Terms. All capitalized terms used in this Amendment but not otherwise defined shall have their same meanings as set forth in the Agreement. View More
Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, including to FHC Delaware upon consummation of the Reincorporation Merger. This Agr...eement shall inure to the benefit of the Company and permitted successors and assigns. 8 11. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive, to the Executive's address appearing on the records of the Company. If to the Company: The Female Health Company 515 North State Street Suite 2225 Chicago, IL 60654 Attn: Chief Executive Officer or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and, prior to the Effective Date, the Executive's employment may be terminated by either the Executive or the Company at any time prior to the Effective Date, in which case the Executive shall have no further rights under this Agreement or the Change of Control Agreement. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including, without limitation, the Change of Control Agreement.View More
Successors and Assigns. This Agreement is personal to the Executive and shall not be assigned by the Executive. Any purported assignment by the Executive shall be null and void from the initial date of the purported assignment. The Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, including to FHC Delaware upon consummation of the Reincorporation Merger. This Agr...eement shall inure to the benefit of the Company and permitted successors and assigns. 8 11. 10. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without reference to principles of conflict of laws. English law. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (b) All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: If to the Executive, to the Executive's address appearing on the records of the Company. If to the Company: The Female Health Company 515 North State Street Suite 2225 Chicago, IL 60654 Attn: Chief Executive Officer or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee. (c) The Executive is subject to the dismissal and grievance procedures set out in the Company handbook. These do not however form part of the Executive's terms and conditions of employment. If the Executive wishes to appeal against any disciplinary or grievance decision he may do so in writing to the Chief Executive Officer of the Company within 7 days of receipt of the relevant decision. (d) There are no collective bargaining agreements affecting the Executive's terms and conditions of employment. (e) The Company does not hold a current contracting-out certificate (from the State Second Pension (S2P)) under the Pension Schemes Act 1993 in respect to the Executive's employment. (f) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. (d) (g) The Company may withhold from any amounts payable under this Agreement such federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. (e) (h) The Executive's or the Company's failure to insist upon strict compliance with any provision hereof or any other provision of this Agreement or the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right 9 of the Executive to terminate employment for Good Reason pursuant to Section 4(c) of this Agreement, shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. (f) (i) The Executive and the Company acknowledge that, except as may otherwise be provided under any other written agreement between the Executive and the Company, the employment of the Executive by the Company is "at will" and, that prior to the Effective Date, the Executive's employment may be terminated by either the Executive or the Company at any time prior to in accordance with the Effective Date, terms of the Service Agreement, in which case the Executive shall have no further rights under this Agreement or the Change of Control Agreement. From and after the Effective Date Date, this Agreement shall supersede any other agreement between the parties with respect to the subject matter hereof, including, without limitation, the Change of Control Agreement and the Service Agreement. View More
Successors and Assigns. Whenever used herein, the words "undersigned", "Borrower" and "Lender" shall be deemed to include their respective heirs, executors, administrators, personal representatives, successors and assigns. NOTICE TO THE BORROWER DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THE NOTE IS REPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT YOUR ATTORNEY.... 7 BTAC Properties, Inc., a Minnesota corporation By: /s/ Gary Copperud By: /s/ Gary Copperud Gary Copperud, President Gary Copperud, Individually By: /s/ Kenneth W. Brimmer By: /s/ Kenneth W. Brimmer Kenneth W Brimmer, Chief Executive Officer Kenneth W. Brimmer, Individually 8 EX-10.5 8 prti_ex105.htm NOTE EXHIBIT 10.5 SIC Loan No. A5020203 NOTE $1,060,000.00 April 15, 2005 FOR VALUE RECEIVED, the undersigned ("Borrower"), jointly and severally, promises to pay in lawful money of the United States, to the order of Standard Insurance Company, an Oregon corporation ("Lender"), at its office in Portland, Oregon, or such other place as Lender may designate, the principal amount of a loan ("Loan") of One Million Sixty Thousand and No/100ths Dollars ($1,060,000.00), together with interest thereon, on the following agreements, terms and conditions.View More
Successors and Assigns. Whenever used herein, the words "undersigned", "Borrower" and "Lender" shall be deemed to include their respective heirs, executors, administrators, personal representatives, successors and assigns. 6 NOTICE TO THE BORROWER DO NOT SIGN THIS NOTE BEFORE YOU READ IT. THIS NOTE PROVIDES FOR THE PAYMENT OF A FEE IF THE NOTE IS REPAID PREPAID PRIOR TO THE DATE PROVIDED FOR REPAYMENT IN THIS THE NOTE AND OTHER CHARGES IF PAYMENTS ARE LATE. IF YOU HAVE ANY QUESTIONS ABOUT THIS NOTE, YOU SHOULD CONSULT ...YOUR ATTORNEY. 7 THE UNDERSIGNED AGREE THAT THE PROPERTY THAT IS THE SUBJECT MATTER OF THE MORTGAGE SECURED BY THIS PROMISSORY NOTE IS COMMERCIAL PROPERTY AS CONTEMPLATED BY SECTION 32-19-06.1 OF THE NORTH DAKOTA CENTURY CODE. THE LENDER HAS THE RIGHT TO PROCEED TO OBTAIN AND COLLECT A DEHCIENCY JUDGMENT AGAINST THE PARTIES PERSONALLY LIABLE, TOGETHER WITH FORECLOSURE OF THE REAL PROPERTY MORTGAGED UNDER APPLICABLE LAWS. BTAC Properties, Inc., a Inc.,a Minnesota corporation By: /s/ Gary Copperud By: /s/ Gary Copperud Gary Copperud, President Gary Copperud, Individually By: /s/ Kenneth W. Brimmer By: /s/ Kenneth W. Brimmer Kenneth W W. Brimmer, Chief Executive Officer Kenneth W. Brimmer, Individually 8 EX-10.5 8 prti_ex105.htm 7 EX-10.7 10 prti_ex107.htm NOTE EXHIBIT 10.5 10.7 SIC Loan No. A5020203 A5020204 NOTE $1,060,000.00 $995,000.00 April 15, 25, 2005 FOR VALUE RECEIVED, the undersigned ("Borrower"), jointly and severally, promises to pay in lawful money of the United States, to the order of Standard Insurance Company, an Oregon corporation ("Lender"), corporation("Lender"), at its office in Portland, Hillsboro, Oregon, or such other place as Lender may designate, the principal amount of a loan ("Loan") of One Million Sixty Nine Hundred Ninety-Five Thousand and No/100ths No/lOOths Dollars ($1,060,000.00), ($995,000.00), together with interest thereon, on the following agreements, terms and conditions. View More
Successors and Assigns. This Escrow Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; provided, however, Purchaser may, without the prior written consent of the other parties hereto, assign its rights under this Escrow Agreement to any subsidiary ...of the Purchaser. No assignment shall relieve the assigning party of any of its obligations hereunder.View More
Successors and Assigns. This Escrow Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign any of its rights or obligations hereunder without the prior written consent of the other parties hereto, which consent shall not be unreasonably withheld or delayed; provided, however, Purchaser Buyer may, without the prior written consent of the other parties hereto, assign its rights under this Escrow Agreement to any subsi...diary of the Purchaser. Buyer. No assignment shall relieve the assigning party of any of its obligations hereunder. View More
Successors and Assigns. This Modification shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
Successors and Assigns. This Modification shall be binding upon upon, and inure to the benefit of of, the parties hereto and their respective heirs, personal representatives, successors and assigns.
Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the Corporation and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, or by purchase of all or substantially all of the assets of the Corporation. The Executive agrees that the Corporation may assign its rights and obligations under this Agreement. This Agreement shall be binding upon the Executive, without regard to the duration of his employment by the Corporation or reasons fo...r the cessation of such employment, and inure to the benefit of his administrators, executors, and heirs, although the obligations of the Executive are personal and may be performed only by the Executive. The interests of the Executive under this Agreement may not be voluntarily assigned, alienated or encumbered by the Executive or his successors in interest, and any attempt to do so shall be void and of no effect.View More
Successors and Assigns. This Agreement shall be binding on, and inure to the benefit of, the Corporation and its successors and assigns and any person acquiring, whether by merger, reorganization, consolidation, or by purchase of all or substantially all of the assets of the Corporation. The Executive agrees that the Corporation may assign its rights and obligations under this Agreement. This Agreement shall be binding upon the Executive, without regard to the duration of his employment by the Corporation or reasons fo...r the cessation of such employment, and inure to the benefit of his administrators, executors, and heirs, although the obligations of the Executive are personal and may be performed only by the Executive. The interests of the Executive under this Agreement may not be voluntarily assigned, alienated or encumbered by the Executive or his successors in interest, and any attempt to do so shall be void and of no effect. -11- 12. Notification. The Executive shall notify all future employers of the existence of Paragraphs 4, 5, 6, 9, 10, 17 and 18 of this Agreement and the terms thereof. The Executive will also provide the Corporation with information the Corporation may from time to time request to determine the Executive's compliance with the terms of this Agreement. The Executive hereby authorizes the Corporation to contact the Executive's future employers and other parties with whom the Executive has engaged or may engage in any business relationship to determine the Executive's compliance with this Agreement and to communicate the contents of this Agreement to such employers and parties. View More
Successors and Assigns. Except as otherwise herein provided, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, purchasers, of assets, equity or otherwise, merger entities and any assigns, of and by any nature or kind. 8 23. SEVERABILITY. If any clause, provision or section of this Agreement is ruled invalid by any court of competent jurisdiction the validity of such clause, provision or section shall not affect any of the remai...ning provisions hereof.View More
Successors and Assigns. Except as otherwise herein provided, this This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, personal representatives, successors, purchasers, of assets, equity or otherwise, merger entities and any assigns, of and by any nature or kind. 8 23. Accordingly, the Operator may assign or delegate any of its rights, duties or obligations hereunder with the written notice to Owner. 2 14. SEVERABILITY. If any clause, provision or section of this Agre...ement is ruled invalid by any court of competent jurisdiction the validity of such clause, provision or section shall not affect any of the remaining provisions hereof. View More
Successors and Assigns. (a) This Agreement shall be binding upon the Bank and any successor to the Bank, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Bank by purchase, merger, consolidation, reorganization, or otherwise. But, this Agreement and the Bank's obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Bank. By agreement in form and substance satisfactory to the Executive, the Bank shall require any succ...essor to all or substantially all of the business or assets of the Bank expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Bank would be required to perform had no succession occurred. (b) This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, and legatees. (c) This Agreement is personal in nature. Without written consent of the other party, neither party shall assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement except as expressly provided in this Section 8. Without limiting the generality of the foregoing, the Executive's right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by Executive's will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 8, the Bank shall have no liability to pay any amount to the assignee or transferee.View More
Successors and Assigns. (a) This Agreement is binding on the Company's successors. This Agreement shall be binding upon the Bank Company and any successor to the Bank, Company, including any persons acquiring directly or indirectly all or substantially all of the business or assets of the Bank Company by purchase, merger, consolidation, reorganization, or otherwise. But, But this Agreement and the Bank's Company's obligations under this Agreement are not otherwise assignable, transferable, or delegable by the Bank. Com...pany. By agreement in form and substance satisfactory to the Executive, the Bank Company shall require any successor to all or substantially all of the business or assets of the Bank Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent the Bank Company would be required to perform had no succession occurred. (b) This Agreement is enforceable by the Executive's heirs. This Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, distributes, and legatees. (c) This Agreement is personal and is not assignable. This Agreement is personal in nature. Without written consent of the other party, neither party shall assign, transfer, or delegate this Agreement or any rights or obligations under this Agreement except as expressly provided in this Section 8. section 7. Without limiting the generality of the foregoing, the Executive's right to receive payments hereunder is not assignable or transferable, whether by pledge, creation of a security interest, or otherwise, except for a transfer by Executive's will or by the laws of descent and distribution. If the Executive attempts an assignment or transfer that is contrary to this Section 8, section 7, the Bank Company shall have no liability to pay any amount to the assignee or transferee. View More
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Executive and the heirs, executors, assigns and administrators of Executive and shall be binding upon and inure to the benefit of Flagstar and its successors and assigns (as provided below). Executive may not assign or transfer to others the obligation to perform Executive's duties hereunder, and there are no third party beneficiaries to Executive's rights hereunder. Flagstar may assign or transfer its rights and obligations under ...this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Flagstar. Flagstar will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Flagstar to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Flagstar would be required to perform it if no such succession had taken place. As used in this Section 18, "Flagstar" shall mean Flagstar as defined herein and any successor to its business and/or assets. Any obligations of Flagstar, the Company and/or the Bank under this Agreement shall be the joint and several obligation of each of the Company and the Bank. 8 19. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice): If to Flagstar:Flagstar Bank, FSB5151 Corporate Drive Troy, Michigan 48098Attention: Chairman If to Executive:At the last address on file with the Company.View More
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of Executive and the heirs, executors, assigns and administrators of Executive and shall be binding upon and inure to the benefit of Flagstar and its successors and assigns (as provided below). Executive may not assign or transfer to others the obligation to perform Executive's duties hereunder, and there are no third party beneficiaries to Executive's rights hereunder. Flagstar may assign or transfer its rights and obligations under ...this Agreement to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Flagstar. Flagstar will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Flagstar to assume expressly and agree to perform this Agreement in the same manner and to the same extent that Flagstar would be required to perform it if no such succession had taken place. As used in this Section 18, 19, "Flagstar" shall mean Flagstar as hereinbefore defined herein and any successor to its business and/or assets. assets as aforesaid. Any obligations of Flagstar, the Company and/or the Bank under this Agreement shall be the joint and several obligation of each of the Company and the Bank. 8 19. Notice. Notices and all other communications provided for in this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, or by overnight carrier to the parties at the addresses set forth below (or such other addresses as specified by the Parties by like notice): If to Flagstar:Flagstar Bank, FSB5151 Corporate Drive Troy, Michigan 48098Attention: Chairman If to Executive:At the last address on file with the Company.View More
