Disclosure Schedule 2 Sample Clauses
Disclosure Schedule 2 serves as a supplementary document to a main agreement, detailing specific exceptions, qualifications, or additional information related to the representations and warranties made by a party. It typically lists items such as existing contracts, liabilities, intellectual property, or pending litigation that may affect the accuracy of the statements in the main agreement. By providing this detailed disclosure, the schedule ensures transparency and helps allocate risk by clarifying any issues that could impact the parties’ obligations or expectations under the contract.
Disclosure Schedule 2. 19(a) of the Disclosure Schedule contains a true and complete list of each Plan. “Plan” shall mean each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including multiemployer plans within the meaning of Section 3(37) of ERISA), stock purchase, equity-based compensation, stock option, severance, employment, loan, change-in-control, pension, profit sharing, retirement, fringe benefit, vacation, paid time off, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, programs, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not under which any current or former employee, officer, director, consultant or independent contractor of Cadence or any of its Subsidiaries (“Cadence Employees”) has had or has any present or future vested or contingent right to benefits and which are contributed to, sponsored by, maintained by, or for which there is or may be any liability of Cadence or any of its Subsidiaries or ERISA Affiliates. “ERISA Affiliate” shall mean any person or entity that, together with Cadence, is treated as a single employer under Section 414(b), (c), (m), or (o) of the Code.
Disclosure Schedule 2. 8(d) identifies (A) each Loan that as of August 31, 2010 had an outstanding balance and/or unfunded commitment of $250,000.00 or more and that as of such date (i) was contractually past due sixty (60) days or more in the payment of principal and/or interest, (ii) was on non-accrual status, (iii) was classified as “substandard,” “doubtful,” “loss,” “classified,” “criticized,” “credit risk assets,” “watch list” or “special mention” (or words of similar import) by Cadence, any of its Subsidiaries or the rules of any applicable regulatory authority, (iv) where the interest rate terms had been reduced and/or the maturity dates had been extended subsequent to the agreement under which the Loan was originally created due to concerns regarding the borrower’s ability to pay in accordance with such initial terms, (v) where a specific reserve allocation existed in connection therewith, or (vi) which was required to be accounted for as a troubled debt restructuring in accordance with Statement of Financial Accounting Standards No. 15 and (B) each asset of Cadence or any of its Subsidiaries that as of August 31, 2010 had a book value of over $250,000.00 and that was classified as other real estate owned or as an asset to satisfy Loans, including repossessed equipment, and the book value thereof as of such date. For each Loan identified in response to clause (A) above, Disclosure Schedule 2.8(d) sets forth the outstanding balance, including accrued and unpaid interest, on each such Loan and the identity of the borrower thereunder as of August 31, 2010.
Disclosure Schedule 2. 13 (b) sets forth a list of each contract, commitment, arrangement, or understanding, whether oral or written, relating to the employment of, or the performance of services by, any employee, consultant, or independent contractor. The Company is not delinquent in payments to any of its employees for any services performed for it to the date hereof or amounts required to be reimbursed to such employees. To the Company’s knowledge, the Company has complied with all applicable PRC employment and labor laws and regulations, including laws and regulations pertaining to terms and conditions of employment, and wages and hours.
Disclosure Schedule 2. 26(a) sets forth all CARES Act stimulus fund programs or other programs related to the COVID-19 pandemic in which any Company Entity are participating and the amount of funds received or requested by such Company Entity for each such program as of the date hereof (the “CARES Funds”). The Company Entities have maintained accounting records associated with the CARES Funds in compliance with all the terms and conditions of such programs, including the Relief Fund Payment Terms and Conditions and related guidance available as of the date hereof. The Company Entities have utilized all such CARES Funds received by them pursuant to the Public Health and Social Services Emergency Fund in accordance with all Laws and the applicable Relief Fund Payment Terms and Conditions. Further, any such CARES Funds that have not been so used are maintained in the bank account(s) of the applicable Company Entity, as applicable, and have not been distributed to or any other Person, or otherwise utilized or expended. Except as set forth on Disclosure Schedule 2.26(a), no Company Entity has requested any advance payments from Medicare pursuant to the applicable CARES Act stimulus fund program.
Disclosure Schedule 2. 13(a) contains a true and complete listing of the following contracts and other agreements pertaining to the Transferred Assets or the Transferred Business or to which the Company is a party or will become a party prior to or concurrently with the Closing (each such contract or agreement being referred to herein as a “Material Contract”):
(i) any natural gas purchase, sale or transportation agreement (or group of related agreements with the same Person);
(ii) any agreement (or group of related agreements with the same Person) for the lease of personal property to or from any Person providing for lease payments in excess of $250,000 per annum;
(iii) any agreement (or group of related agreements with the same Person) for the purchase or sale of supplies, products or other personal property or for the furnishing or receipt of services, the performance of which is reasonably expected to involve annual consideration in excess of $250,000;
(iv) any agreement concerning a partnership, joint venture, investment or other arrangement involving a sharing of profits or losses;
(v) any agreement involving a remaining commitment obligating the Company to make capital expenditures in excess of $250,000 following the Closing;
(vi) any agreement (or group of related agreements with the same Person) with respect to the creation, incurrence, assumption or guaranteeing of any indebtedness for borrowed money, or any capitalized lease obligation;
(vii) any agreement that prohibits or otherwise limits the ability of the Company to compete in any material respect in any line of business or with any Person or in any material geographic area during any period of time after the Closing;
(viii) any agreement involving aggregate payments in excess of $100,000 per annum, or any successor contract between the Seller or any Affiliate of the Seller (other than the Company) on the one hand and the Company, on the other hand, which will survive the Closing and which cannot be cancelled by the Company upon 30 days or less notice without payment penalty;
(ix) any collective bargaining agreement;
(x) any lease under which the Company is the lessor or lessee of real property that provides for an annual base rental of more than $100,000;
(xi) any easement agreement, right-of-way agreement, license or permit involving an annual payment of more than $100,000;
(xii) any agreement between the Company and the Seller or any of its Affiliates;
(xiii) any agreement between the Company and MarkWest that ...
Disclosure Schedule 2. 6(a) lists all of the material items of real property (including Easements) and material pipelines, equipment and other tangible personal property, data and Intellectual Property, used or held for use by the Seller, any Seller Affiliate or the Company in the conduct of the Transferred Business. As of the date hereof, the Seller, a Seller Affiliate or the Company owns, and at the Closing the Company will own, good title to the property included on Disclosure Schedule 2.6(a) (other than Easements) and good and defensible title to the Easements, free and clear of all Liens (other than Permitted Encumbrances). All Easements (as defined below) (i) are valid and enforceable, except as the enforceability thereof may be affected by bankruptcy, insolvency or other Laws of general applicability affecting the rights of creditors generally or principles of equity and (ii) grant all the material rights purported to be granted thereby and all rights necessary thereunder for the current operation of the Transferred Business, except where the failure of any such Easement to be valid and enforceable or to grant the rights purported to be granted thereby or necessary thereunder would not reasonably be expected to materially impair the conduct of the Transferred Business as currently conducted. The Columbia Related Equipment will not be transferred to the Company.
Disclosure Schedule 2. 19(a) sets forth a complete list of each Benefit Plan.
Disclosure Schedule 2. 4(a) sets forth a true and correct list of all the Company Subsidiaries and Affiliated Practices, including each such Person’s (i) name; (ii) type of entity; (iii) jurisdiction and date of incorporation or organization; (iv) authorized Equity Interests, including the number and type of its issued and outstanding Equity Interests, if applicable; and (v) current ownership of such Equity Interests. Other than as set forth on Disclosure Schedule 2.4(a), the Company does not own or hold any Equity Interests or debt securities of, or has made any equity investment in, or has entered into any management services agreement with, any Person.
Disclosure Schedule 2. 1(e) identifies each patent, if any, and each registration which has been issued to the Sellers with respect to any of the Intellectual Property, identifies each pending patent application, if any, and each application for registration which the Sellers has made with respect to any of its Intellectual Property, and identifies each license, agreement, or other permission which the Sellers have granted to any third party with respect to any of the Intellectual Property (together with any exceptions). The Sellers have delivered to the Purchaser correct and complete copies of all such patents, registrations, applications, licenses, agreements, and permissions (as amended to date) and have made available to the Purchaser correct and complete copies of all other written documentation evidencing ownership and prosecution (if applicable) of each such item. Disclosure Schedule 2.1(e) also identifies each trade name or unregistered trademark used by the Sellers in connection with the Business. With respect to each item of Intellectual Property required to be identified in Disclosure Schedule 2.1(e):
(A) the Sellers possess all right, title, and interest in and to the item, free and clear of any Lien, license, or other restriction;
(B) the item is not subject to any outstanding injunction, judgment, order, decree, ruling, or charge;
(C) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or, to the knowledge of the Sellers, is threatened which challenges the legality, validity, enforceability, use, or ownership of the item; and
(D) the Sellers have not agreed to indemnify any Person for or against any interference, infringement, misappropriation, or other conflict with respect to the item.
Disclosure Schedule 2. 11(b) sets forth a true and correct list of all real property and interests in real property leased or subleased by any Company Entity as lessee (individually, a “Leased Property” and, collectively, the “Leased Properties”) and identifies for each lease of Leased Property (each, a “Lease”), the parties thereto, the address of the property subject thereto (where available), and the current rent payable thereunder. Each of the Company Entities has a valid leasehold interest in each Leased Property, subject only to Permitted Liens.