Transportation (Agreements – Ancillary)
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Negotiating and drafting various ancillary business finance agreements, contracts, documents and templates related to transportation practice in general, such as for: account management; aircraft pre-delivery financing; asset transfer memorandum of understanding (MOU); asset purchase; assignment and assumption; assignment of beneficial interest of trust; automatic contribution excess play; base indenture; beneficial interest pledge; bond purchase; bridge credit; buyer guarantee; capital securities certificate; capital securities guarantee; certificate of designation of preferences, rights and limitations; certificate of trust; change in terms; collateral account; commercial security; common securities certificate; continuing disclosure undertaking; credit; conduit transaction; convertible debt amendment; debenture; debt extension; declaration of trust; deferred prosecution; deficiency and residual value guarantees; draw note; enhanced equipment trust certificate (EETC) financing; escrow; equipment loan and security; equity distribution; facility; forbearance; guarantee of obligations under pass-through trust agreement; incremental amendment; indenture; indenture and security; indenture of trust; intercreditor; investment; loan; leak-out; letter of credit; lock-up; loan and security; master loan; modified loan; netting letter; note purchase; omnibus amendment; participation; pass-through trust; pledge; promissory note; private placement; put option; recapitalization; receivables purchase; registration rights; release and protective covenant; restricted stock deposit; restricted stock purchase; restricted unit award; restructuring plan; revolving credit; revolving note; securities purchase; senior secured term loan credit; senior note; share exchange; share purchase; short-term credit; subordination of debt; subscription; subsidiary equity pledge; supplemental indenture; tax settlement; term loan; term note; term securitization; timely reporting; translation of loan; trust; underwriter warrant; underwriting; warehouse loan facilities; warrant; warrant participation; warranty bill of sale, acknowledgement of delivery and certificate of technical acceptance.
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Negotiating and drafting various ancillary business operations agreements, contracts, documents and templates related to transportation practice in general, such as for: advisory; agency; assignment; assignment and assumption; business operations; change order; co-branding; collaboration; commercial management; consignment; consolidator; contract carrier; cooperative; consulting; corporate master; development, hosting and license; disposition and redevelopment; distribution; equipment lease; exchange; exclusive business operations; extension; first refusal; guaranty; indemnification; independent contractor; joinder; joint venture; letter; management; marketing; marketing alliance; master equipment lease; master lease; master services (MSA); national master freight (NMFA); non-competition; non-disclosure; non-solicitation; online advertising; outsourcing; participation warrant; release; right of first refusal (ROFR); services; side letter; strategic alliance; subscription; supplier; technical management; termination; terms of sale; third-party private label interface; transition services; transportation logistics services; vendor; waiver.
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Negotiating and drafting various ancillary corporate governance agreements, contracts, documents and templates related to transportation practice in general, such as for: amendment; articles of incorporation; auction statement; board consent; bylaws; certificate of incorporation; change of control; corporation formation; general partnership formation; investor rights (IRA); limited liability company (LLC) formation; limited liability partnership (LLP) formation; limited partnership formation; memorandum of agreement; offer letter; parent guaranty; plan of reorganization; power of attorney; resolution; S corporation formation; sponsor support; subsidiary guaranty; voting rights.
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Negotiating and drafting various ancillary employment and human resources (HR) agreements, contracts, documents and templates related to transportation practice in general, such as for: acquisition; annual incentive plan; automatic contribution excess; career performance shares; deferred compensation; deferred stock award; diversity inclusion program; compensation; director fee; directors' deferred fee plan; directors' stock accumulation plan; employee matters; employee stock purchase; employee profit sharing; employee welfare benefit trust; employment; equity incentive; equity interests pledge; ex-patriot; executive compensation; executive officer retention; executive retirement; executive severance and change in control plan; executive termination benefits; incentive compensation; independent director; key employees' deferred compensation plan; long-term incentive plan; management performance improvement plan; market value cash plan; non-qualified stock option; outside directors' stock plan; payroll support plan; performance share unit (PSU) award plan; pension equalization plan; preferred stockholders'; retention; retention bonus; retirement benefits; retirement plan; retirement plan for non-employee directors; separation; separation and release; severance; share transfer; stock appreciation right; stock incentive plan; stock issuance plan; stock option plan; stock purchase; transition.
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Negotiating and drafting various ancillary intellectual property (IP) agreements, contracts, documents and templates related to transportation practice in general, such as for: assignment of patent applications and share royalties; carriage and cross-promotion; code share and revenue sharing; copyright applications and documentation; development, hosting and license; domain name license and sales; intellectual property ownership and license; master licensing (MLA); software license; software maintenance; trademark license.
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Negotiating and drafting various ancillary labor agreements, contracts, documents and templates related to transportation practice in general, such as for: collective bargaining; project labor; worker’ compensation withdrawal letter.
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Compliance with the Department of Labor (DOL) Office of Labor-Management Standards (OLMS) Public Transit Employee Protections, such as: 49 U.S.C. 5333(b) – a/k/a Section 13(c) of the Federal Transit Act (FTA); 29 CFR § 215 (guidelines); and, the Protective Arrangements, such as 29 CFR § 215.7 – Special Warranty (Section 5311 – Certification Process Information and Grant Notifications); Model (“National”) Agreement; Nonunion Protective Arrangement; Unified Protective Arrangement (UPA); OLMS Transit Employee Protection Decisions; as well as the DOL procedures for certification of Protective Arrangements.
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Negotiating and drafting various ancillary mergers, acquisitions and divestitures (M&A) agreements, contracts, documents and templates related to transportation practice in general, such as for: acquisition; agreement and plan of merger; anti-takeover; change of control; divestiture; plan of merger; rights (a/k/a "poison pill").
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Legal support for challenging “relevant market” determinations by the Federal Trade Commission (FTC) and the US department of Justice (DOJ), for M&A purposes.
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Legal support for required Hart-Scott-Rodino (HSR) Act premerger notifications, requiring US carriers seeking to merge or acquire another carrier to provide notice to the DOJ and FTC of any proposed M&A transaction.
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Negotiating and drafting various ancillary real estate agreements, contracts, documents and templates related to transportation practice in general, such as for: ground lease; easement; lease; license; purchase; right-of-way; sale; sublease.
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Negotiating and drafting various ancillary technology agreements, contracts, documents and templates related to transportation practice in general, such as for: data privacy; data security; information technology (IT) services; technical consulting; technical consulting and services; technical services.
PROGRESS DRAFT - Last updated 210521_1327