Disclosure Schedule 3. 18 lists all insurance policies of any nature maintained, as of the Closing Date, for current occurrences by each Credit Party, as well as a summary of the terms of each such policy.
Disclosure Schedule 3. 13(a) contains a true and complete listing of the following contracts and other agreements to which the Company is, or immediately after the Closing will be, a party (each such contract or agreement being referred to herein as a “Material Contract”):
Disclosure Schedule 3. 9(a) contains a complete and accurate list of all real property that is owned, leased, rented or used by the Company (the "Real Property"). The Company has delivered to Buyer true and complete copies of all leases, subleases, rental agreements, contracts of sale, tenancies or licenses relating to the Real Property.
Disclosure Schedule 3. 1(e) 1. Pursuant to Section 3.9 of the promissory notes (the “Notes”) issued by the Company to Xx. Xxxx Xxxxxxxxxx, The Xxxx X. Xxxxxxx Revocable Trust, Dr. T. Xxxx XxXxxxxxx, Mr. Jian Xxxx Xx, and Pioneer Pharma (Singapore) Pte. Ltd. (the “Lenders”), the Company must obtain the unanimous approval of its Board of Directors to conduct any capital raise transaction until the earliest to occur of the following: (i) January 12, 2018; (ii) the day that the Company’s cash flow has been equal to or greater than zero dollars ($0) in each month for three (3) consecutive months; or (iii) the amounts payable under the Notes have been paid.
Disclosure Schedule 3. 19 lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, the complete account number therefore and, with respect to the Preheat Existing Accounts, the outstanding balance as of the Closing Date.
Disclosure Schedule 3. 12(a) sets forth a complete and accurate list that sets forth each employee of Sellers and their Affiliates who primarily provide services related to the Assets (each a “Seller Employee”).
Disclosure Schedule 3. 1(bb) The following Notes of the Company are outstanding: Lender Amount Date of Issuance Xxxx Xxxxxxxxxx $199,000 December 30, 2015 The Xxxx X. Xxxxxxx Trust $71,000 December 30, 2015 T. Xxxx XxXxxxxxx $20,000 December 30, 2015 Pioneer Pharma (Singapore) Pte. Ltd. $1,365,000 December 30, 2015 Jian Xxxx Xx $1,365,000 January 12, 2016 The proceeds from the Notes are being used for general corporate purposes. Minimum quarterly payments of principal and interest will begin on March 31, 2016 and continue on the last day of each June, September, December and March thereafter. The entire principal sum and any and all accrued and unpaid interest is payable in full upon the Company’s next financing, but in no event shall the term of the Notes extend beyond three (3) years from the date of issuance. The Notes will pay interest at a rate of six percent (6%) per annum and may be prepaid in whole or in part at any time without premium or penalty. In connection with the Notes, the Placement Agent is acting as collateral agent for the benefit of the Lenders, in accordance with the terms of a collateral agency and intercreditor agreement, which was entered into on December 30, 2015 between the Placement Agent and the Lenders. To secure the Notes, the Placement Agent has a perfected security interest in all tangible and intangible assets of the Company, pursuant to a security agreement between the Company and the Placement Agent, which was entered into on December 30, 2015.
Disclosure Schedule 3. 12) lists, as of the Closing Date, (i) all ERISA Affiliates and (ii) all Plans and separately identifies all Pension Plans, including Title IV Plans, Multiemployer Plans, and all Retiree Welfare Plans. Copies of all such listed Plans, together with a copy of the latest form IRS/DOL 5500-series, as applicable, for each such Plan, have been delivered to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has been determined by the IRS to qualify under Section 401 of the IRC, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the IRC, and nothing has occurred that would cause the loss of such qualification or tax-exempt status. Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the IRC and its terms, including the timely filing of all reports required under the IRC or ERISA. Neither any Credit Party nor ERISA Affiliate has failed to make any material contribution or pay any material amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Plan. No “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, has occurred with respect to any Plan, that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC.
Disclosure Schedule 3. 13) lists, as of the Closing Date, (i) all ERISA Affiliates and (ii) all ERISA Plans and separately identifies all US Pension Plans, Multiemployer Plans and US Welfare Plans. Copies of all such listed ERISA Plans, together with a copy of the most recently filed form 5500-series return, as applicable, for each such ERISA Plan, have been delivered to Agent. Except as set forth on Disclosure Schedule (3.13): (i) each Qualified Plan (other than Multiemployer Plans) has been determined by the IRS to qualify under Section 401 of the Revenue Code, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 501 of the Revenue Code, and nothing has occurred that could reasonably be expected to cause the loss of such qualification or tax-exempt status; (ii) each ERISA Plan is in compliance in all material respects with the applicable provisions of ERISA, the Revenue Code and its terms, including the timely filing of all returns required under the Revenue Code or ERISA; (iii) no Credit Party or ERISA Affiliate has failed to make any required material contribution or pay any material amount due as required by Section 412 of the Revenue Code, Section 430 of the Revenue Code or Section 302 of ERISA or the terms of any such ERISA Plan; and (iv) no non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Revenue Code, has occurred, within the preceding five years, with respect to any ERISA Plan that could reasonably be expected to subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Revenue Code.
Disclosure Schedule 3. 06 contains a complete and accurate list or description of all approvals, consents, filings and notifications required to be obtained, made or given by Sellers, after giving effect to the entry of the Bid Procedures Order and the Sale Order, for the consummation of the Transactions (each, a “Consent”), other than (a) for Preferential Purchase Rights to the extent disclosed on Disclosure Schedule 3.15, (b) under Contracts that are terminable without cost upon not greater than ninety (90) days’ notice, (c) any approvals, consents, filings and notifications of or with any Governmental Authority of the type customarily obtained, made or given after Closing and (d) approvals as to which the failure to obtain, make or give would not result in a Seller Material Adverse Effect.
