Description Schedule Sample Clauses

Description Schedule. Owned Real Property 1.1(a)(i) Leased Real Property 1.1(a)(ii) Contracts 1.1(g) Provider Numbers 1.1(j) Excluded Assets 1.2 Assumed Liabilities 1.3 Excluded Liabilities 1.4 Net Working Capital 1.7 Financial Statements 3.4 Absence of Certain Changes 3.5 Licenses 3.6 Medicare Participation/Accreditation 3.7 Regulatory Compliance 3.8 Real Property 3.10 Real Property – Violations 3.10(a) Zoning 3.10(b) Tenants and Rent 3.10(c) Rent Roll 3.10(d) Eminent Domain 3.10(e) Right of First Refusal (Real Property) 3.10(f) Employee Benefit Plans 3.12 Litigation or Proceedings 3.13 Environmental Laws 3.14 Taxes 3.15 Employee Relations 3.16 Insurance 3.19 Third-Party Payor Cost Reports 3.20 Medical Staff Matters 3.21 Condition of Assets 3.22 Intellectual Property 3.24 Compliance Program 3.25 Certificates of Need 3.26 Certain Representations with Respect to the Hospitals 3.27 Partial Subsidiary 3.28 Material Consents 7.7 GLOSSARY OF CERTAIN DEFINED TERMS Defined Term Section Accounting Firm 1.7(c) Affiliate 12.18 Agreement Introduction Assets 1.1 Assignment and Assumption Agreement 2.2(c) Assumed Liabilities 1.3 Balance Sheet Date 3.4(a) Benefit Plans 3.12(a) Business Associate Agreement 2.2(j) Buyer Introduction Buyer Entities Recital B Buyer Plans 10.10(a) Buyer Indemnified Parties 11.2 CERCLA 3.14 Closing 2.1 Closing Date 2.1 Code 3.12(a) Contracts 1.1(g) ERISA 3.12(a) Excluded Assets 1.2 Excluded Liabilities 1.4 Facilities Recital D Financial Statements 3.4 FTC 5.5 GAAP 1.7(a) Government Entity 3.8 Hospitals Recital C HSR Act 5.5 Immaterial Contracts 3.17 Indemnified Party 11.4 Indemnifying Party 11.4 Information Services Agreement 2.2(j) Justice Department 5.5 Leased Real Property 1.1(a) License Agreement 2.2(m) Material Adverse Effect 12.19 Net Working Capital 1.7(a) Owned Real Property 1.1(a) Permitted Encumbrances 3.10 Purchase Price 1.6 RCRA 3.14 Real Property 1.1(a) Seller Introduction Seller Cost Reports 10.8 Seller Entities Recital A Seller Indemnified Parties 11.1 State Health Agency 3.6 Surveys 6.3(b) Termination Notice 12.1 Title Commitment 6.3(a) Title Company 6.3(a) Title Policy 6.3(a) WARN Act 3.16(c) ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is made and entered into as of February 28, 2023, by and between CHS/COMMUNITY HEALTH SYSTEMS, INC., a Delaware corporation (“Seller”), and NOVANT HEALTH, INC., a North Carolina non-profit corporation which is exempt from federal income tax as an organization described in Section 501(c)(...
Sample 1
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Description Schedule. Company Assets “A” Convertible Securities “B” Financial Statements “C” Key Employee Contracts “D” Use of $1,400,000 Proceeds “E” Powdermet Inc. Licensing Agreement “F” Shareholders’ Agreement “G” Schedule of Exceptions “H” Capitalization of ABK “I”
Sample 1
Description Schedule. Par Deposits 1.4(b) Real Estate and Related Improvements and Fixtures 2.1(a)(1) Leases or Subleases 2.1(a)(2) Personal Property Leases 2.1(a)(3) Repurchase Agreements 2.1(a)(11) Excluded Contracts 2.1(b)(2) Seller’s Loans 2.4(a) Excluded Loans and Discount Loans 2.4(b)(i) Par Value Loans 2.4(b)(ii) Seller’s Underwriting and Documentation Guidelines 2.4(c) Assumed Contracts 2.5 Consents 4.5 Permitted Encumbrances 4.7 Material Adverse Change 4.11 Litigation 4.12 Compliance With Law 4.13 Mortgages, Trust Deeds, Ground Leases & Other Subordination of Leases 4.18(g) Notice of Special Assessment 4.19(c) Leases Relating to Purchased Assets (Real Property) 4.19(e) Work on Real Estate Giving Rise to Liens 4.19(g) Employee Benefit Plans 4.22(b) Welfare Plans 4.22(c) Actions not in the Ordinary Course of Business 4.24 Undisclosed Liabilities 4.29 Material Consents 6.1(d) Opinion of Buyer’s Counsel 6.2(h) PURCHASE AND ASSUMPTION AGREEMENT THIS AGREEMENT made this 24 day of September, 2002, by and between THE BANK OF KENTUCKY, INC., a Kentucky state bank having its executive offices in Florence, Kentucky (“Buyer”), PEOPLES BANK OF NORTHERN KENTUCKY, INC., a Kentucky state bank having its main office in Crestview Hills, Kentucky (“Seller”), and PEOPLES BANCORPORATION OF NORTHERN KENTUCKY, INC., a Kentucky corporation and bank holding company, having its executive offices in Crestview Hills, Kentucky, and owner of all the outstanding capital stock of Seller (“Bancorp”).
Sample 1
Description Schedule. Assumed Contracts 2.1(c) Prepaid Expenses 2.1(i) Excluded Assets 2.2 Customer Commitments 2.3(a) Organizational Status and Qualification 4.1 Accounting Principles 4.2 Absence of Undisclosed Liabilities 4.3 Absence of Certain Events 4.4 Seller's Consents 4.6(b) Noncontravention of Governing Documents and Agreements 4.6(d) Compliance with Legal Requirements 4.8(a) Governmental Authorizations 4.8(b) Condition and Sufficiency of Assets 4.9 Contracts 4.10 Customers of Seller 4.11 Intellectual Property Licenses 4.12(b) Marks 4.12(d) Inventory 4.13 Litigation 4.14 Personal Property 4.17 Product Warranty 4.18(a) Similar Business Ownership 4.19 Status of Contracts and Leases 4.21 Subsidiaries and Investments 4.22 Tax Clearance 4.23 Title to Properties 4.24 Buyer's Consent 5.2(b) ASSET PURCHASE AGREEMENT This Asset Purchase Agreement dated June 5, 2001 is between Green Mountain Coffee, Inc. ("Buyer"), a Delaware corporation, and Frontier Cooperative Herbs ("Seller"), an Iowa cooperative association.
Sample 1
Description Schedule. Property Description “A” Issued and Outstanding Share Capital of Fabled “B”
Sample 1
Description Schedule. Claims 2.1(f) Assumed Contracts 2.1(g) Prepaid Expenses 2.1(m) Purchase Order Liabilities 2.3(b) Bids 2.3(c) Organizational Status and Ownership 4.1 Absence of Undisclosed Liabilities 4.3 Absence of Certain Events 4.4 Accounts Receivable 4.5 Seller’s Consents 4.7(b) Governmental Authorizations 4.9(b) Operation of Computers 4.10(d) Customers of Seller 4.13 Employees and Compensation 4.15 Other Intellectual Property 4.18(a)(1) Inventory 4.19 Labor Relations 4.20 Litigation 4.21 Personal Property 4.24 Leased Real Property 4.26(b) Title to Properties 4.30 Buyer’s Authority 5.2(a) Buyer’s Consents 5.2(b) ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of June 15, 2007, by and among (i) MCC-QUICK PAK, LLC (“Seller”), an Ohio limited liability company, (ii) MULTI-COLOR CORPORATION (“Parent”), an Ohio corporation, (iii) NFI-QUICK PAK, LLC (“Buyer”), an Ohio limited liability company, and (iv) NFI INTERACTIVE LOGISTICS, LLC (“Guarantor”), a New Jersey limited liability company. In this Agreement, Seller, Parent, Buyer and Guarantor may be referred to collectively as the “Parties” and, individually, as a “Party.”
Sample 1
Description Schedule. Owned Real Property 1.1(a)(i) Leased Real Property 1.1(a)(ii) Contracts 1.1(g) Medicare and Medicaid Provider Numbers 1.1(h) Assigned Marks 1.1(k) Excluded Assets 1.2 Capital Lease Obligations 1.3 Excluded Liabilities 1.4 Acquired Net Working Capital 1.6 Acquired Net Working Capital 1.6 DPP Illustration 1.7(c) Financial Statements 3.4 Certain Post-Balance Sheet Results 3.5 Licenses 3.6 Medicare Participation/Accreditation 3.7(a) Corporate Integrity Agreement, Investigations, etc. 3.7(c) Regulatory Compliance 3.8 Real Property Material Violations 3.10(a) Zoning Compliance 3.10(b) Tenant Leases 3.10(c) Rent Roll 3.10(d) Eminent Domain Proceedings 3.10(e) Certificates of Occupancy 3.10(f) Operating Leases and Seller Guaranties 3.10(g) Tax Abatement Agreements 3.10(h) Employee Benefit Plans 3.12 Litigation or Proceedings 3.13 Environmental Laws 3.14 Taxes 3.15 Employee Relations 3.16 Contracts with Physicians or Physician Entities 3.17(g) Insurance 3.19 vi Third Party Payor Cost Reports 3.20 Medical Staff Matters 3.21 Intellectual Property 3.24 Compliance Program 3.25 Data Handling 3.26(a) Sensitive Data Security Breaches 3.26(c) Affiliate Contracts 3.27 Partial Subsidiaries 3.28 Material Consents 7.7 Hospital Lease 10.24 Brokerage 12.8
Sample 1
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Related to Description Schedule

  • Auction Schedule The Auction Agent shall conduct Auctions in accordance with the schedule set forth below. Such schedule may be changed by the Auction Agent with the consent of the Company, which consent shall not be withheld unreasonably. The Auction Agent shall give notice of any such change to each Broker-Dealer. Such notice shall be received prior to the first Auction Date on which any such change shall be effective. Time Event ---- ----- By 9:30 A.M. Auction Agent advises the Company and the Broker-Dealers of the Reference Rate and the Maximum Applicable Rate as set forth in Section 2.2(e)(i) hereof.

  • Construction Schedule 5.1 Coordination:

  • Schedule B Schedule B to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement is hereby replaced in its entirety by Schedule B attached hereto. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

  • Aircraft Description The Option Aircraft are described by Boeing Detail Specification D6-38808, Revision E, dated September 15, 1995, as amended and revised pursuant to the Agreement.

  • Project Description The Project Description may be changed from time to time by, or with the consent of, the Company provided that any such change shall also be filed with the Issuer and provided further that no change in the Project Description shall materially change the function of the Project Facilities unless the Trustee shall have received (i) an Engineer's certificate that such changes will not impair the significance or character of the Project Facilities as Pollution Control Facilities and (ii) an Opinion of Bond Counsel or ruling of the Internal Revenue Service to the effect that such amendment will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes.

  • CONVERSION SCHEDULE The Original Issue Discount Senior Convertible Debentures due on March 1, 2018 in the aggregate principal amount of $385,000 are issued by Legend Oil and Gas, Ltd., a Colorado corporation. This Conversion Schedule reflects conversions made under Section 4 of the above referenced Debenture. Dated: Date of Conversion (or for first entry, Original Issue Date) Amount of Conversion Aggregate Principal Amount Remaining Subsequent to Conversion (or original Principal Amount) Company Attest

  • Schedule The Review Board shall assume control of the arbitration process and shall schedule all events as expeditiously as possible. The Arbitration Hearing shall commence within ninety (90) Business Days after receipt of the Notice of Dispute by the Arbitration Administrator.

  • Schedule C Schedule C to the Agreement, setting forth the Portfolios of the Trust on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule C attached hereto.

  • Contract Schedule The information set forth in the Contract Schedule is true and correct.

  • Allocation Schedule No later than three (3) Business Days prior to the scheduled Closing Commencement Date, the Company shall deliver to FLAC an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of each class and series of Company Shares held by each Company Shareholder, the number of Company Shares subject to each Company Equity Award (whether directly or indirectly through depository receipts for Company Shares) held by each holder thereof, as well as whether each such Company Equity Award will be vested or unvested as of immediately prior to the Effective Date, and, in the case of the Company Options, the exercise price of thereof, as well as reasonably detailed calculations and vesting schedule with respect to the components and subcomponents thereof, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Ordinary Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Ordinary Shares is entitled to receive as a result of Company Share Exchange (including after giving effect to the exercise of any Company Issuance Rights in connection with the Company Share Exchange) and (c) the Earnout Pro Rata Share allocated to each Company Shareholder, Eligible Optionholder or holder of Company Issuance Right, as the case may be, as well as reasonably detailed calculations with respect to the component and subcomponents thereof, and (d) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Effective Date, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, the Company Shareholders Agreement and applicable Laws and, in the case of the Company Equity Awards, a Company Equity Incentive Plan and any applicable grant or similar agreement with respect to any such Company Equity Award. The Company will review any comments to the Allocation Schedule provided by FLAC or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by FLAC or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section 2.1(b) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than five-tenths (0.5) of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to five-tenths (0.5) of a Holdco Share.

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