Epstein Files Search

EFTA00838859Dataset 9

2015-12-142p414w

Subject: Re: Transaction Documents

From: "Jeffrey E." <[email protected]>To: Ada Clapp

From: "Jeffrey E." <[email protected]> To: Ada Clapp Subject: Re: Transaction Documents Date: Mon, 14 Dec 2015 22:59:32 +0000 im ok with all On Mon, Dec 14, 2015 at 5:54 PM, Ada Clapp < > wrote: I think Irene will want to see more than just those two documents. If she asks, I would like to provide them quickly. Jeffrey, given our tight timing—could you let me know now what documents are you opposed to…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00838859.pdf

EFTA01448093Dataset 10

1p157w

…Global Transaction Banking DBTCA Segregated Account Solutions Fee Schedule: Indicative Pricing Control Account Services: Acceptance Fee (one time set-up) $5,000 per account agreement Covers the acceptance of Deutsche Bank Trust Company Americas to act as Securities Intermediary; the study and consideration of the Account Control Agreement and other Transaction Documents, along with the establishment of the necessary account(s) and procedures. Annual Administration Fee $10,000 first account Includes day-to-day administration services for Control Account(s) …

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01448093.pdf

EFTA01448099Dataset 10

1p157w

…Global Transaction Banking DBTCA Segregated Account Solutions Fee Schedule: Indicative Pricing Control Account Services: Acceptance Fee (one time set-up) $5,000 per account agreement Covers the acceptance of Deutsche Bank Trust Company Americas to act as Securities Intermediary; the study and consideration of the Account Control Agreement and other Transaction Documents, along with the establishment of the necessary account(s) and procedures. Annual Administration Fee $10,000 first account Includes day-to-day administration services for Control Account(s) …

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01448099.pdf

EFTA01359029Dataset 10

1p595w

…any other party to a Control Agreement or any other applicable party, with respect to the Company for the purposes of the Transaction (such other agreements, amendments, doaarnaus, instruments and certificites, together with the Transaction Documents and the Third A&R LLC Agreement (as defined below), collectively, the "Authorized Documents'); and be it FURTHER RESOLVED, that the execution, delivery and performance by the Company of the Authorized Documents (substantially in the form of the drafts delivered to the Managing Member…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01359029.pdf

EFTA00307074Dataset 9

4p1,337w

…with this Agreement and the transactions contemplated herein. 7. Miscellaneous. The representations and warranties made by the parties under this Agreement shall survive the closing. This Agreement and the other Transaction Documents contain the entire understanding relating to its subject matter and is binding on the parties and their successors and assigns. No provision may be modified, terminated or waived except by an express writing signed by the applicable party. No waiver will constitute a waiver of any other or…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00307074.pdf

EFTA00289541Dataset 9

2013-12-2613p4,788w

…property, financial condition or results of operations of the Company (a "Material Adverse Effect"). (b) Authority. The Company has all requisite corporate power and authority to execute, deliver and consummate the transactions provided under this Agreement and the Note (collectively, the "Transaction Documents"), and the execution, delivery and consummation of the transactions WEST245597629.7 EFTA00289541 contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. (c) Enforceability. Each Transaction Document executed…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00289541.pdf

EFTA00582960Dataset 9

2016-10-0513p4,803w

…Modules, components and other items of equipment as are installed in or on the Equipment at Delivery; Party: means Buyer or Seller as the context may require and "Parties" shall mean both of them; Purchase Price: means US $810,000. Transaction Documents: means this Agreement, the Bill of Sale, the Acceptance Certificates and any written agreement amending this Agreement. 2. REPRESENTATIONS AND WARRANTIES 2.1 The Parties each represent and warrant to each other that: 2.1.1 they are…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00582960.pdf

EFTA01121884Dataset 9

2014-05-122p279w

…Instead, there was a series of transfers of the membership interests of Rance that resulted in the current ownership structure. • The Aircraft Management Agreement with Jet Aviation Flight Services ("JAFS') executed in August 2011 listed Avioneta Holdings as the Part 91 operator of the Aircraft, which was contrary the Part 91 regulations (which prohibits an entityfrom operating an aircraftfor the benefit ofothers except under Part 135). Transaction Documents — August 31, 2013 • Aircraft Operating Agreement between Rance and Leon D. Black…

https://www.justice.gov/epstein/files/DataSet%209/EFTA01121884.pdf

EFTA01365552Dataset 10

1p851w

…circumstances under which they are willing to provide such confirmation and have indicated reluctance to provide confirmation in the future, regardless of the requirements of the applicable indenture and other transaction documents. If the Transaction Documents require that Rating Agency Confirmation be obtained before certain action may be taken and an applicable Rating Agency is unwilling to provide the required confirmation it may be impossible to effect such action. which could result in losses being realized by the Issuer and…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365552.pdf

EFTA01735482Dataset 10

2014-05-122p269w

…aircraft. o Instead, there was a series oftransfers ofthe membership interests ofRance that resulted in the current ownership structure. • The Aircraft Management Agreement with Jet Aviation Flight Services ("JAFS') executed in August 2011 listed Avioneta Holdings as the Part 91 operator ofthe Aircraft, which was contrary the Part 91 regulations (which prohibits an entityfrom operating an aircraft for the benefit ofothers except under Part 135). Transaction Documents — August 31, 2013 • Aircraft Operating Agreement between Rance and Leon D. Black ("LDB…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01735482.pdf

EFTA01376200Dataset 10

1p541w

…in the case of the Co-Issuer, the Co-Issued Securities) applied for have been complied with; (vi) fully executed counterparts of the Transaction Documents (other than the Indenture); (vii) authentication orders consistent with Section 2.3; and (viii) copies of the certificates representing the Preferred Shares. (b) The Trustee or the Authenticating Agent shall not authenticate and deliver the Additional Securities to be issued on the Additional Securities Closing Date unless the Trustee receives the following on the Additional…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01376200.pdf

EFTA01365427Dataset 10

1p542w

…in the case of the Co-Issuer, the Co-Issued Securities) applied for have been complied with; (vi) fully executed counterparts of the Transaction Documents (other than the Indenture); (vii) authentication orders consistent with Section 2.3; and (viii) copies of the certificates representing the Preferred Shares. (b) The Trustee or the Authenticating Agent shall not authenticate and deliver the Additional Securities to be issued on the Additional Securities Closing Date unless the Trustee receives the following on the Additional…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01365427.pdf

EFTA00583929Dataset 9

2014-05-122p281w

…was a series of transfers of the membership interests of Rance that resulted in the current ownership structure. • The Aircraft Management Agreement with Jet Aviation Flight Services ("JAFS') executed in August 2011 listed Avioneta Holdings as the Part 91 operator of the Aircraft, which was contra'', the Part 91 regulations (which prohibits an entityfrom operating an aircraftfor the benefit of others except under Part 135). Transaction Documents — August 31, 2013 • Aircraft Operating Agreement between Rance and Leon D. Black ("LDB")…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00583929.pdf

EFTA00289560Dataset 9

2012-12-28122p36,197w

…its directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement, the Rights Agreement, the Co-Sale Agreement and the Voting Agreement (the "Transaction Documents") and the authorization, sale, issuance and delivery of the Shares and the performance of the Company's obligations hereunder has been taken or will be taken prior to the Closing. WEST240047077.8 3 EFTA00289562 (a) This Agreement, when executed and delivered by the Company, will constitute a valid and binding obligation…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00289560.pdf

EFTA00584090Dataset 9

2014-05-122p280w

…was a series of transfers of the membership interests of Rance that resulted in the current ownership structure. • The Aircraft Management Agreement with Jet Aviation Flight Services ("JAFS') executed in August 2011 listed Avioneta Holdings as the Part 91 operator of the Aircraft, which was contra'', the Part 91 regulations (which prohibits an entityfrom operating an aircraftfor the benefit of others except under Part 135). Transaction Documents — August 31, 2013 • Aircraft Operating Agreement between Rance and Leon D. Black ("LDB")…

https://www.justice.gov/epstein/files/DataSet%209/EFTA00584090.pdf

EFTA01186435Dataset 9

2014-06-0918p7,682w

…h) Accuracy of Information Furnished. None of this Agreement, any Note or any other certificates, statements or information furnished to Investors by or on behalf of the Company in connection with the Transaction Documents or the transactions contemplated thereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 3. Representations…

https://www.justice.gov/epstein/files/DataSet%209/EFTA01186435.pdf

EFTA01369904Dataset 10

2017-02-101p612w

…of Mobileye's management and Morrison & Foerster met to discuss the response draft of the Purchase Agreement provided by Morrison & Foerster to Skadden on February 10. 2017. During the week of February 13. 2017, Skadden and Morrison & Forester exchanged drafts of the other transaction documents and engaged in multiple discussions regarding the Purchase Agreement and the other transaction documents with the additional participation of representatives of Intel's and Mobileye's management, Houthoff, Yigal, Van Campen, and Goldfarb Seligman & Co.…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369904.pdf

EFTA01383742Dataset 10

2017-02-101p612w

…of Mobileye's management and Morrison & Foerster met to discuss the response draft of the Purchase Agreement provided by Morrison & Foerster to Skadden on February 10. 2017. During the week of February 13. 2017, Skadden and Morrison & Forester exchanged drafts of the other transaction documents and engaged in multiple discussions regarding the Purchase Agreement and the other transaction documents with the additional participation of representatives of Intel's and Mobileye's management, Houthoff, Yigal, Van Campen, and Goldfarb Seligman & Co.…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01383742.pdf

EFTA01380315Dataset 10

2017-02-101p612w

…of Mobileye's management and Morrison & Foerster met to discuss the response draft of the Purchase Agreement provided by Morrison & Foerster to Skadden on February 10. 2017. During the week of February 13. 2017, Skadden and Morrison & Forester exchanged drafts of the other transaction documents and engaged in multiple discussions regarding the Purchase Agreement and the other transaction documents with the additional participation of representatives of Intel's and Mobileye's management, Houthoff, Yigal, Van Campen, and Goldfarb Seligman & Co.…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01380315.pdf

EFTA01369907Dataset 10

1p635w

provided with an update regarding discussions with Mobileye and reviewed the material terms and conditions of the Purchase Agreement and other transaction documents. The Intel Board was reminded of its fiduciary duties under Delaware law. At the conclusion of that meeting, following discussions and deliberations, the Intel Board unanimously (other than Mr. Yoffie. who did not participate in the meeting to avoid any potential conflict of interest arising from serving as an advisor to Mobileye (as described in Section 8…

https://www.justice.gov/epstein/files/DataSet%2010/EFTA01369907.pdf