Constellation. Solely for purposes of Sections 4 and 8 of the above Agreement: CONSTELLATION COPPER CORPORATION By: /s/ Xxxx X. Xxxxxx Xxxx X. Xxxxxx Vice President & Chief Financial Officer Address: 0000 Xxxxx Xxxxxxxxx Boulevard, Suite 495 Lakewood, Colorado 80235 EXHIBIT A Equipment List Make Model SN Purchase Price Sales Tax Total Due Caterpillar 16G Motor Grader 93U02765 $ 138,487.91 $ 7,229.07 $ 145,716.98 Komatsu D375A-5 18391 $ 411,846.11 $ 21,547.95 $ 433,394.06 Dresser 385M Water Truck 23654BFA27H $ 78,467.09 $ 4,105.43 $ 82,572.52 Drilteck X00 000000 $ 374,275.32 $ 19,609.44 $ 393,884.76 Komatsu D375A-5 18395 $ 424,538.68 $ 22,242.89 $ 446,781.57 Dresser 385M Water Truck 23665BFA27H $ 86,004.34 $ 4,507.37 $ 90,511.71 Komatsu 730E Haul Truck A30338 $ 1,012,962.59 $ 53,072.23 $ 1,066,034.82 Komatsu 730E Haul Truck A30339 $ 1,038,176.65 $ 54,417.05 $ 1,092,593.70 Komatsu WA1200-3 50039 $ 1,672,593.50 $ 87,670.64 $ 1,760,264.14 Caterpillar 994 Wheel Loader 9YF00182 $ 507,106.58 $ 26,580.49 $ 533,687.07 Komatsu 730E Haul Truck A30343 $ 1,015,115.73 $ 53,275.85 $ 1,068,391.58 Komatsu 730E Haul Truck A30344 $ 1,011,385.49 $ 53,080.08 $ 1,064,465.57 Komatsu D65WX-15 67005 $ 155,803.79 $ 8,182.43 $ 163,986.22 Driltech Driltech D60KS 731122 $ 224,408.54 $ 11,792.29 $ 236,200.83 Komatsu 730E-7 Electric Truck A30402 $ 1,258,812.30 $ 66,372.24 $ 1,325,184.54 Komatsu WA900-3 52022 $ 1,061,016.18 $ 55,954.38 $ 1,116,970.56 Komatsu WA380-5L A52619 $ 181,122.06 $ 9,481.53 $ 190,603.59 Komatsu PC200LC-7L A87042 $ 106,751.67 $ 5,590.88 $ 112,342.55 Komatsu WA1200-3 50063 $ 2,418,541.20 $ 127,821.37 $ 2,546,362.57 Total $ 13,177,415.73 $ 692,533.61 $ 13,869,949.34 EXHIBIT B Xxxx of Sale WHEREAS, Komatsu Financial Limited Partnership (“Seller”), Hycroft Resources & Development, Inc. (“Buyer”), Lisbon Valley Mining Co., LLC and Constellation Copper Corporation have entered into a Purchase Agreement, dated as of March 19, 2008 (the “Agreement”), providing for the sale, transfer and assignment by Seller to Buyer of all of Seller’s right, title and interest in, to and under (i) the Equipment (as such term is defined in the Agreement) and (ii) all manufacturer warranties, if any, in favor of Seller in effect for the Equipment.
Constellation. ISU RF LINK FOR MD AND MCD The Space System shall provide RF links between the Space Segment and the Subscriber Segment for the transmission of MD and MCD
Constellation. GW RF LINK The Space System shall provide RF links between the Space Segment and the Gateway segment for the transmission of MD, MCD, SCD, and NOD.
Constellation. SCS RF LINKS The Space System shall provide both primary and secondary RF links between the Space Segment and the System Control Segment for the transmission of SCD and NOD.
Constellation. Huneeus and DBR (collectively, the "PRINCIPALS") intend to enter into certain transactions among themselves and, in connection therewith and prior thereto, to propose to a special committee of the Board of Directors of Chalone (the "SPECIAL COMMITTEE") that Chalone enter into certain transactions, based on and consistent with thx xxxxx set forth herein and other terms to be agreed upon. The Principals have agreed to establish a joint venture company (the "JOINT VENTURE" or "JV") to which Constellation will contribute $54 million in cash and certain assets and Huneeus will contribute certain assets and liabilities, and to which DBR will, upon the completion of the merger of Holdco into Chalone described below, cause Chalone to contribute substantially all of its assets and liabilities. The Principals propose to effect the proposed transactions as follows: (i) DBR will form a corporation ("HOLDCO") and contribute $10 million in cash to Holdco and contribute its Chalone shares (including any shares obtained upon conversion of the Chalone convertible debt held by DBR) (the "SHARES") to Holdco in exchange for Holdco shares, (ii) the JV will loan to Holdco an amount equal to the difference between the aggregate cash amount to be paid in exchange for the outstanding publicly held shares of Chalone (other than the shares held by DBR, Holdco and their affiliates) in the merger described in (iv) below and the $10 million in cash to be contributed by DBR to Holdco; (iii) the source of funds for the loan by the JV will be $54 million in cash contributed by Constellation; (iv) DBR will propose to the Special Committee of the Board of Directors of Chalone that Holdco enter into a merger agreement with Chalone providing for the merger of Holdco with and into Chalone (the "MERGER"), in which merger all of the outstanding publicly held shares of Chalone (other than the shares held by DBR, Holdco and their affiliates, which shares shall be cancelled) shall be converted into cash and the stockholders (other than Holdco) will receive the wine purchase rights described on Annex G (such transactions, including the Merger, collectively, the "TRANSACTIONS"). The Principals will jointly and severally guarantee the obligations of Holdco under the merger agreement between Holdco and Chalone (the "MERGER AGREEMENT"). The closing of the Transactions will occur simultaneously. The material terms of the Merger Agreement setting forth the terms and conditions of the Merger, including the...
Constellation. Seller shall use reasonable efforts, and Purchaser shall cooperate and assist in such efforts, to obtain from Constellation Charitable Foundation a certain $1,000,000 “Grantee Letter of Credit” referred to in Section 1.6.2 of Exhibit B to that certain deed from Kxxxxxx Square LLC to Constellation Charitable Foundation dated as of September 27, 2002 and recorded in Middlesex South District Registry of Deeds in Book 36539, Page 513. In no event shall the obtaining of such Grantee Letter of Credit be a condition of Closing under the P&S, as the same has been amended hereby.
Constellation. Except as set forth in Sections 2.02(b), 2.02(c), 2.05(b) or 5.01(b) Constellation shall be liable for and shall pay or cause to be paid the following Taxes:
Constellation. Constellation hereby represents and warrants to Exelon as of the date hereof and as of the Distribution Date as follows:
Constellation. With respect to the transactions contemplated by this Agreement, each labor notice required to have been given under any Law or collective bargaining agreement has been given or satisfied, other than as, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Constellation.
Constellation is a limited liability company duly organized and validly existing under the laws of the State of Maryland. Constellation is qualified to do business under the laws of the State of New York, is in good standing under the laws of the State of New York, has the power and authority to own its properties, to carry on its business as now being conducted, and to enter into this Agreement and the transactions contemplated herein and perform and carry out all covenants and obligations on its part to be performed under and pursuant to this Agreement, and is duly authorized to execute and deliver this Agreement and consummate the transactions contemplated herein.
