Annexes and Exhibits. ANNEX A-1 – FORM OF JOINDER AGREEMENT ANNEX A-2 – FORM OF SPECIFIED SUBSIDIARY JOINDER AGREEMENT ANNEX B – FORM OF SPOUSAL CONSENT DELL TECHNOLOGIES INC. MSD PARTNERS STOCKHOLDERS AGREEMENT This MSD PARTNERS STOCKHOLDERS AGREEMENT is made as of [●], 2018, by and among Dell Technologies Inc., a Delaware corporation (together with its successors and assigns, the “Company”), Denali Intermediate Inc., a Delaware corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “Intermediate”), Dell Inc., a Delaware corporation and wholly-owned subsidiary of Intermediate (together with its successors and assigns, “Dell”), Denali Finance Corp., a Delaware corporation (together with its successors and assigns, “Denali Finance”), Dell International L.L.C., a Delaware limited liability company (together with its successors and assigns, “Dell International”), XXX Xxxxxxxxxxx, a Massachusetts corporation and wholly-owned subsidiary of the Company (together with its successors and assigns, “EMC”), each other Specified Subsidiary (as defined herein) that becomes a party hereto pursuant to, and in accordance with, Section 3.2, solely for the purposes of Section 4.4, Xxxxxxx X. Dell (“MD”) and Xxxxx Xxxxxxxxx Dell Separate Property Trust (the “SLD Trust”), and each of the following (hereinafter severally referred to as a “Stockholder” and collectively referred to as the “Stockholders”):
Annexes and Exhibits. All annexes, attachments, schedules and exhibits to this Agreement referenced herein are incorporated herein by reference.
Annexes and Exhibits. Annex A Companies Annex B Assumed Existing Loans Annex C Joint Ventures Annex D Prepaid Existing Loans Annex E Property Allocations Annex F Purchased Subsidiaries Annex G Required Tenant Waivers Annex H Form of Buyer Assignment Annex I Form of Irrevocable Guarantee Annex J Title Issues Identified By Buyer Annex K Environmental Issues Identified By Buyer Annex L Form of Joinder Exhibit A Form of Deposit Escrow Agreement EQUITY INTEREST PURCHASE AGREEMENT This EQUITY INTEREST PURCHASE AGREEMENT, dated as of August 8, 2013 (this “Agreement”), is entered into by and between INLAND AMERICAN REAL ESTATE TRUST, INC., a corporation organized and existing under the laws of the State of Maryland (“Seller”), and AR CAPITAL, LLC, a limited liability company organized and existing under the laws of the State of Delaware (“Buyer”).
Annexes and Exhibits. Annex A - Exchange TRA Parties Annex B - Blocker TRA Parties AmericasActive:18057467.3 AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT This AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of April 4, 2023, is hereby entered into by and among Fathom Digital Manufacturing Corporation, a Delaware corporation (the “Corporation”), and the Majority TRA Parties. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
Annexes and Exhibits. The Annexes and the Exhibits to this Indenture are hereby incorporated herein and made a part hereof and are an integral part of this Indenture.
Annexes and Exhibits. Annex A – Blocker Entities Annex B – Exchange TRA Parties Annex C – Reorganization TRA Parties Annex D – Representatives Annex E – SL TRA Parties Annex F KKR TRA Parties Exhibit A – Form of Joinder Agreement Exhibit B – Net Tax Benefit Splits
Annexes and Exhibits. The following Annexes and Exhibits shall be attached to, incorporated in and form part of this Agreement: ANNEX 1 Product and Pricing XXXXX 0 XXXXXXXX XXX Policy ANNEX 3 NOVARTIS Policy Statement ANNEX 4 Inflation Adjustment of the Direct Manufacturing Cost Cap ANNEX 5 Cost Improvement Benefit Sharing ANNEX 6 Components EXHIBIT A Agreed form Pharmacovigilance Agreement EXHIBIT B Agreed form QA Agreement EXHIBIT C Standard form Trading Services Procedure
Annexes and Exhibits. ANNEX I Names and Addresses for Communications between Parties and Wire Instructions SCHEDULE I Prohibited Transferees EXHIBIT I Form of Confirmation EXHIBIT II Authorized Representatives of Seller EXHIBIT III Form of Custodial Delivery EXHIBIT IV Eligible Loan Due Diligence Checklist EXHIBIT V Form of Power of Attorney EXHIBIT VI Representations and Warranties Regarding Each Individual Purchased Loan EXHIBIT VII Collateral Tape EXHIBIT VIII Form of Transaction Request EXHIBIT IX Form of Request for Margin Excess EXHIBIT X EXHIBIT XI EXHIBIT XII Form of Irrevocable Direction Letter Form of Joinder Agreement Form of Facility Asset Chart ANNEX I Names and Addresses for Communications Between Parties and Wire Instructions Buyer: Citibank, N.A. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxxxxx Tel: (000) 000-0000 Email: Xxxxxxx.Xxxxxxxxx@Xxxx.xxx and Sidley Austin LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxx, Esq. Tel: (000) 000-0000 Email: Xxxxx.Xxxxxxxx@Xxxxxx.xxx Seller: Parlex 2 Finance, LLC c/o Blackstone Mortgage Trust, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Tel: (000) 000-0000 Email: XXXXXxxxXxxx@xxxxxxxxxx.xxx Parlex 2A Xxxxx, LLC c/o Blackstone Mortgage Trust, Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Attention: Xxxxxxx Xxxxx Tel: (000) 000-0000 Email: XXXXXxxxXxxx@xxxxxxxxxx.xxx With copies to: Ropes & Xxxx LLP 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X. Xxxxx Tel: (000) 000-0000 Email: xxxxx.xxxxx@xxxxxxxxx.xxx
Annexes and Exhibits. Annex I Conditions to the Offer Exhibit A Form of Tender and Support Agreement Exhibit B Form of Certificate of Incorporation of the Surviving Corporation Exhibit C Form of Bylaws of the Surviving Corporation AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of February 25, 2015 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (“Parent”), Emerald Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (the “Purchaser”), and Emulex Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement, unless the context clearly indicates otherwise.
Annexes and Exhibits. Annex I — Form of Supplement to Guaranty Amended and Restated Guaranty This Amended and restated guaranty (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”), dated as of May 2, 2019, is made by (i) Regeneron Pharmaceuticals, Inc., a New York corporation (the “Parent Guarantor”), (ii) each of the undersigned Subsidiaries (as hereinafter defined) of the Parent Guarantor (the “Initial Subsidiary Guarantors” and together with Parent Guarantor, the “Initial Guarantors”) and (iii) any additional Subsidiaries of the Parent Guarantor which become parties to this Guaranty by executing a supplement hereto in the form attached as Annex I (collectively with the Initial Subsidiary Guarantors, the “Subsidiary Guarantors” and together with Parent Guarantor, the “Guarantors”) in favor of (a) each Participant (as hereinafter defined) and (b) Bank of America, N.A., not in its individual capacity, except as expressly stated therein, but solely as Administrative Agent (together with its successors and permitted assigns, in its capacity as Administrative Agent, the “Administrative Agent”), for the benefit of itself and the other Beneficiaries (as hereinafter defined).
