LIST OF SCHEDULES. Schedule 1.01(a) Assigned Contracts Schedule 1.01(b) Business Employees Schedule 1.01(c) General Account Reserves Computation as of 3/31/02 Schedule l.0l(d) Insurance Contracts Forms Schedule 1.01(e) Purchase Price - Accounting and Actuarial Methods Schedule l.0l(f) Transferred Assets Schedule 1.01 (g) VFL Separate Accounts Schedule 2.03 (b) Closing Date Statement Schedule 3.03 Conflicts - Seller Schedule 3.04 Consents and Approvals - Seller Schedule 3.05 Actions Pending - Seller Schedule 3.06 Liens Schedule 3.09 Exceptions to Permits Schedule 3.10(a) Contracts Relating to the Business Schedule 3.11 Compliance Exceptions Schedule 3.13(a) Intellectual Property Used Primarily in the Business Schedule 3.13(b) Intellectual Property Licensed to VFL Schedule 3.13(c) Intellectual Property Licensed to Third Parties Schedule 3.13(d) Exceptions to Purchaser's Ownership and Right to Use Intellectual Property Schedule 3.14(a) Owned Computer Programs Schedule 3.14(b) Shrink Wrap Computer Programs Schedule 3.14(c) Exceptions to Purchaser's Right to Use Computer Programs Schedule 3.17 Reinsurance Ceded Schedule 3.19 Absence of Certain Changes Schedule 3.21(a) Commission Brokers Schedule 3.21(b) Brokerage Agreements Schedule 3.24 Participation, Distribution and Service Related Agreements Schedule 4.03 Conflicts - Purchaser Schedule 4.04 Consents and Approvals - Purchaser Schedule 4.05 Actions Pending - Purchaser Schedule 4.10 Permits, Licenses and Franchises Schedule 5.07(c) Data File Deliveries Schedule 5.12(a) GAAP Financial Highlights Schedule 8.0l(c) Participation, Distribution and Service Related Agreement Amendments Schedule 8.03(a) Use of Names WO 110546.10 TRANSFER AGREEMENT THIS TRANSFER AGREETMENT, dated as of June 21,2002 (this "Agreement"), has been made and entered into by and among Valley Forge Life Insurance Company, a Pennsylvania life insurance company ("VFL"), and PHL Variable Insurance Company, a Connecticut life insurance company ("Purchaser").
LIST OF SCHEDULES. The following Schedules are attached to and form part of this Investment Agreement. If there is any contradiction or inconsistency between the content of any Schedule and the body of this Investment Agreement, the body of this Investment Agreement shall prevail:
LIST OF SCHEDULES. 1.2 DEFINITIONS 2.1 PRICING SCHEDULE 2.3.1 GRANDFATHERED SERVICES 2.3.2 SCHEDULED TO BE WITHDRAWN SERVICES 2.9 RESALE PERFORMANCE MEASUREMENTS 2.11.1 FORM OF REPRESENTATION OF AUTHORIZATION 2.12.4 LAW ENFORCEMENT INTERFACES 2.13 RESALE MAINTENANCE PROCEDURES
LIST OF SCHEDULES. 15.1 The following Schedules are part of this Agreement:
LIST OF SCHEDULES. This Agreement includes the following Schedules for each Product to be manufactured hereunder, which are hereby incorporated herein and made a part of this Agreement: Schedule 1—Statement of Work Schedule 2—Currency Policy Schedule 3—Manufacturing Services Letter Agreement (if applicable)
LIST OF SCHEDULES. Schedule 3(a) Subsidiaries Schedule 3(c) Capitalization Schedule 3(e) Conflicts Schedule 3(g) Material Changes Schedule 3(h) Litigation Schedule 3(l) Intellectual Property Schedule 3(n) Liens Schedule 3(t) Certain Transactions Exhibit A NOTICE OF CONVERSION (To be Executed by the Registered Owner in order to Convert Debenture) TO: WALKER FINANCIAL CORP. Xxx xxdersigned hereby irrevocably elects, as of ________________, to convert $________________ of its convertible debenture (the "Debenture") into Common Stock of Walker Financial Corp. (the "Cxxxxxx") according to the conditions set forth in the Debenture issued by the Company. Date of Conversion -------------------------------------------------------------- Applicable Conversion Price ----------------------------------------------------- Number of Debentures Issuable upon this Conversion ------------------------------ Name(Print) Dutchess Private Equities Fund, II, LP -------------------------------------------------------------------- Address 50 Commonwealth Ave, Boston, MX 00000 ------------------------------------------------------------------------- Phone 617-301-4700 Xxx 000-249-0947 ------------ ------------ By: ------------------------------------- EXHIBIT D OPINION OF COMPANY'S COUNSEL Holders of [Company] [Describe Securities] _______________, 2005 Re: Walker Financial Corp. Ladies xxx Xxntlemen: As counsel to Walker Financial Corp. (the "Cxxxxxx"), we are familiar with its Articles of Incorporation and Bylaws and with the corporate proceedings taken by it in connection with the proposed issuance and sale of convertible debentures (the "Securities") pursuant to the related Subscription Agreement (including all Exhibits and Appendices thereto) (collectively the "Agreements"). We have been furnished with copies, certified or otherwise identified to our satisfaction, of the Agreements, and have examined such other documents, agreements and records as we deemed necessary to render the opinions set forth below. In conducting our examination, we have assumed the following: (i) that each of the Agreements has been executed by each of the parties thereto in the same form as the forms which we have examined, (ii) the genuineness of all signatures, the legal capacity of natural persons, the authenticity and accuracy of all documents submitted to us as originals, and the conformity to originals of all documents submitted to us as copies, (iii) that each of the Agreements has been duly and validly authorize...
LIST OF SCHEDULES. Transaction Agreement Schedules Schedule 3.04(c) Lockheed Xxxxxx Threshold Amount Schedule 3.04(d) Boeing Threshold Amount Schedule 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Property Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-...
LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 Intellectual Property Schedule 5.11 Material Contracts Schedule 5.12(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) Labor Matters Schedule 5.14(a) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc., a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.
LIST OF SCHEDULES. SCHEDULE 4(a) SUBSIDIARIES SCHEDULE 4(c) CAPITALIZATION SCHEDULE 4(e) CONFLICTS SCHEDULE 4(g) MATERIAL CHANGES SCHEDULE 4(h) LITIGATION SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS SCHEDULE 4(t) CERTAIN TRANSACTIONS SCHEDULE 4(a) SUBSIDIARIES SCHEDULE 4(c) CAPITALIZATION 48 SCHEDULE 4(e) CONFLICTS 49 SCHEDULE 4(g) MATERIAL CHANGES 50 SCHEDULE 4(h) LITIGATION 51 SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS SCHEDULE 4(t) CERTAIN TRANSACTIONS
LIST OF SCHEDULES. Schedule Content -------- -------
