EXHIBITS, ANNEXES AND SCHEDULES. All exhibits, annexes and Schedules, or documents expressly incorporated into this Amendment, are hereby incorporated into this Amendment and are hereby made a part hereof as if set out in full in this Amendment. The specification of any dollar amount in this Amendment or the inclusion of any specific item in any Schedule is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Schedule is or is not material for purposes of this Amendment.
EXHIBITS, ANNEXES AND SCHEDULES. Exhibit A-1 Form of Borrowing Notice Exhibit A-2 Form of Available Borrowing Base Certificate Exhibit A-3 Form of Interest Election Request Exhibit B Assignment and Assumption Exhibit C-1 Form of Letter of Credit Exhibit C-2 Form of Notice of LC Activity Exhibit D-1 Form of U.S. Tax Compliance Certificate Exhibit D-2 Form of U.S. Tax Compliance Certificate Exhibit D-3 Form of U.S. Tax Compliance Certificate Exhibit D-4 Form of U.S. Tax Compliance Certificate Exhibit E Form of Partnership Flip Back-Up Servicing Agreement Exhibit F Form of Partnership Flip Transition Management Agreement Exhibit G Form of Eligible Customer Agreements Exhibit H-1 Form of Revolving Loan Note Exhibit H-2 Form of LC Loan Note Exhibit I Form of Base Case Model Exhibit J Form of Debt Service Coverage Ratio Certificate Exhibit K Form of Financial Statement Certificate Exhibit L Initial Budget Exhibit M Form of Permitted Fund Disposition Certificate Exhibit N Form of Tax Equity Fund Certificate Exhibit O Form of Wholly Owned Holdco Guaranty and Security Agreement Exhibit P Form of Wholly Owned Opco Certificate Exhibit Q Form of Wholly Owned Opco Guaranty and Security Agreement Exhibit R Form of Amended and Restated Depository Agreement Exhibit S Form of Amended and Restated Cash Diversion and Commitment Fee Guaranty Exhibit T Form of Accession Agreement to Guaranty and Security Agreement ([***] and [***] 2017) Annex A [Reserved] Annex B Fundamental Tax Equity Structure Characteristics Annex C Conventional Tax Equity Structure Characteristics Schedule IV Administrative Agent’s Office Schedule 1.01(a) Tax Equity Documents and Wholly Owned Opco Documents Schedule 1.01(b) Approved Vendor List Schedule 2.01 Lenders’ Commitments Schedule 5.03(e) Organizational Structure Schedule 5.03(f) Loan Parties; Tax Equity Opcos; Ownership Percentages Schedule 5.04 Governmental Authorization; Compliance with Laws [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission Schedule 5.08 Financial Statement Exceptions Schedule 5.10 Litigation; Adverse Facts Schedule 5.11 Taxes Schedule 5.14 Insurance Schedule 5.19 Brokers Schedule 5.23(f) Portfolio Document Exceptions Schedule A Project Information [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Excha...
EXHIBITS, ANNEXES AND SCHEDULES. All Exhibits, Annexes and Schedules attached hereto are by reference made a part hereof.
EXHIBITS, ANNEXES AND SCHEDULES. The definitions and provisions set forth on Exhibit A and the Annexes and Schedules attached hereto are incorporated herein and made a part of this Agreement.
EXHIBITS, ANNEXES AND SCHEDULES. Exhibit A Escrow Agreement Annex 1 Form of Initial Closing Statement Annex 2 Distribution Methodology Schedule 1.1 Additional Sellers Schedule 2.2(h) Purchase Price Allocation Schedule 7.1 Permitted Actions Schedule 7.7(d) Employee Bonuses — Working Capital Schedule — Disclosure Schedule [*Certain exhibits and schedules have been omitted from this Exhibit 2.1, and the Company agrees to furnish supplementally to the Commission a copy of any omitted exhibits or schedules upon request.] PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is made as of July 24, 2018 (the “Agreement Date”), by and among (a) PGT Innovations, Inc., a Delaware corporation (“Parent”), (b) Coyote Acquisition Co., a Delaware corporation and a wholly owned Subsidiary of Parent (“Buyer”), (c) PWP Growth Equity Fund I (B) LP, a Delaware limited partnership (“Blocker Seller”), (d) PWP Growth Equity Fund I LP, a Delaware limited partnership (“PWP Fund I”), (e) WWS CP LP, a Delaware limited partnership (“Carry Partnership”), (f) GEF WW Parent Management Pool LLC, a Delaware limited liability company (“Management Pool”), (g) WW Management Aggregator LLC, a Delaware limited liability (“Management Aggregator”, and together with Blocker Seller, PWP Fund I, Carry Partnership and Management Pool, the “Sellers”), (h) GEF WW Parent LLC, a Delaware limited liability company (the “Company”), (i) WWS Blocker LLC, a Delaware limited liability company (“Blocker”), (j) the Persons listed on Schedule 1.1 (the “Additional Sellers” and together with Blocker, Buyer, the Sellers, the Company and the Seller Representative, the “Parties” and each a “Party”), and (k) PWP Fund I, solely in its capacity as the Seller Representative (as defined in Section 15 hereto).
EXHIBITS, ANNEXES AND SCHEDULES. EXHIBIT A FORM OF OPINION OF [ASSOCIATE] GENERAL COUNSEL FOR LESSEE EXHIBIT B FORM OF OPINION OF SPECIAL COUNSEL FOR OWNER TRUSTEE EXHIBIT C [INTENTIONALLY LEFT BLANK] EXHIBIT D FORM OF OPINION OF AVIATION COUNSEL EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT F [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] EXHIBIT G FORM OF OWNER PARTICIPANT GUARANTEE ANNEX A DEFINITIONS ANNEX B PAYMENT INFORMATION SCHEDULE A CERTAIN TERMS SCHEDULE B RE-REGISTRATION CONDITIONS PARTICIPATION AGREEMENT ([YEAR] MSN [MSN]) THIS PARTICIPATION AGREEMENT ([YEAR] MSN [MSN]), dated as of [ ] (as amended, modified or supplemented from time to time, this “Agreement”), among (i) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Lessee”), (ii) [NAME OF OWNER PARTICIPANT], a [jurisdiction] [type of entity] (together with its successors and permitted assigns, “Owner Participant”), and (iii) XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided herein, but solely as Owner Trustee (herein in such capacity, together with its successors and permitted assigns, “Owner Trustee”, and in its individual capacity, together with its successors and permitted assigns, “Trust Company”).
EXHIBITS, ANNEXES AND SCHEDULES. EXHIBITS Exhibit A - Territory Description Exhibit B - Seller Knowledge Exhibit C - Buyer Knowledge Exhibit D - Working Capital Calculation Methodologies Exhibit E - Pro Forma Unaudited Combined Principles Exhibit F - Transition Services Agreement Exhibit G - Intellectual Property Agreement Exhibit H - Transitional Trademark License Agreement Exhibit I - Amendment to Backhaul Agreement Exhibit J - Amendment to Dark Fiber License Exhibit K - Easement Agreement Exhibit L - DS1/DS3 Switched Services Agreement Exhibit M - Amendment to Franklin MSA (to add OCx and Ethernet schedules) Exhibit N - Structure Access Agreement Exhibit O - Space and Power Agreement Exhibit P - U-verse Trademark License Agreement Exhibit Q - Term Sheet for Amendments to Interconnection Agreements Exhibit R - Term Sheet for Amendment to Local Wholesale Complete Agreement Exhibit S - Term Sheet for ESInet Agreement Exhibit T - Term Sheet for Site Lease Agreement Exhibit U - Term Sheet for Rooftop Agreement ANNEXES Annex 1.1(a) - Assigned Contracts Annex 1.1(b) - ILEC Services Annex 1.1(c) - Services Not Deemed ILEC Services Annex 1.1(d) - Master Agreement Annex 2.1(a) - Transferred Assets Annex 2.1(b) - Excluded Assets Annex 2.1(c) - Trademarks Annex 2.2(a) - Intercompany Agreements Annex 2.3(a) - Assumed Liabilities Annex 2.3(b) - Excluded Liabilities Annex 2.5(a) - Form of Assignment and Assumption Agreements Annex 2.5(b) - Form of Bills of Sale Annex 6.2(a)(N) - Capital Expenditures Annex 6.2(a)(O) - Marketing Expenditures SCHEDULES Seller Schedule 4.2(b) - Capital Stock Seller Schedule 4.4 - Consents and Approvals Seller Schedule 4.5 - Non-Contravention Seller Schedule 4.7(a)(i) - Financial Statements Seller Schedules 4.7(a)(ii)-(iii) - Financial Statements Seller Schedule 4.7(a)(iv) - Capital Expenditures Seller Schedules 4.7(b)-(c) - Financial Statements Seller Schedule 4.7(e) - Revenues Seller Schedule 4.8 - Litigation and Claims Seller Schedule 4.9(a)-(k) - Taxes Seller Schedule 4.9(l) - Taxes Seller Schedule 4.10(a)(i) - Seller Benefit Plans Seller Schedule 4.10(a)(ii) - Company Plans Seller Schedule 4.10(b) - Employees and Employee Benefits – Compliance with Laws Seller Schedule 4.10(c) - Liability under ERISA Title IV or Section 302/ Code Section 412 Seller Schedule 4.10(d) - Multi-Employer Plan Seller Schedule 4.10(f) - Retiree Medical Seller Schedule 4.10(g) - Employees and Employee Benefits – Pending Claims Seller Schedule 4.10(h) - Employees and Employee Benefits – Change...
EXHIBITS, ANNEXES AND SCHEDULES. Annex A Working Capital Calculation Exhibit A Form of Escrow Agreement Exhibit B Form of Robbibaro Employment Agreement Exhibit C Form of Joinder Agreement Exhibit D Form of Individual Purchase Agreement Schedule 2.2(c) Schedule 4.1(p) Schedule 6.1 Schedule 6.2 Schedule 6.3 Schedule 6.10 Disclosure Schedules INDEX Accounts Receivable 28 Accounts Receivable List 28 Acquisition 2 Action 21 Actual Closing Date Working Capital Amount 6 Adjusted Closing Date Working Capital Amount 4 Agreement 1 Baseline Working Capital Amount 4 Benefit Plan Resolution 57 Buyer 1 Buyer Indemnitees 49 Cash Purchase Price 3 CERCLA 23 CERCLIS 23 Closing 4 Closing Date 4 Closing Date Balance Sheet 4 Closing Date Working Capital Amount 4 COBRA 57 Code 12 Company 1 Company Accounting Practices 4 Company Group 2 Confidentiality Agreement 33 Core Representations 52 Current Financial Statements 28 Customer List 10 Damages 49 Deductible Amount 52 Disclosure Schedule 7 DOL 26 Electrasem 1 Electrasem Equityholder 1 Electrasem Equityholders 1 Electrasem Interests 1 employee benefit plan 26 Environmental Conditions 22 Environmental Law 24 Environmental Permits 22 ERISA 26 Escrow Agent 3 Escrow Agreement 3 Escrow Amount 3 Escrow Period 54 Financial Statements 28 FIRPTA Certificate 46 Foreign GMT Members 46 Form W-9 46 Fundamental Representations 52 Gassonic 1 Gassonic Equityholder 1 Gassonic Equityholders 1 Gassonic Interests 1 GM Group 17 GMHK 2 GMHK Interest 2 GMI 2 GMI Transaction 2 GMIL 2 GMIL Sellers 2 GMIL Transaction 2 GMP 1 GMP Interests 1 GMS 1 GMS Equityholder 1 GMS Equityholders 1 GMS Interests 1 GMSA 1 GMSA Interests 1 GMT Indemnitees 51 GMT Interests 1 GMT Joinder Members 2 GMT Member 1 GMT Members 1 GMT Parties 7 Governmental Authority 22 gross up 27 Hazardous Substances 25 HSR Act 43 Indebtedness 29 Indemnified Party 51 Indemnifying Party 51 Individual Purchase Agreement 47 Intellectual Property 20 Interests 2 IRS 26 Known 7 Lien 7 Liens 7 Material Adverse Effect 8 Material Contract List 21 Members’ Representative 1 Most Recent Balance Sheet 28 multi-employer plan 27 multiple employer welfare arrangement 27 Negotiation Period 53 Order 22 Permitted Encumbrances 17 Person 10 Plan 26 Pre-Closing Period 37 Pre-Closing Period Tax Return 38 Pre-Closing Taxes 38 Purchase Price 3 Purchase Price Allocation 6 Related Persons 17 Release 25 Representatives 9 Robbibaro Trust 1 Securities Act 7 Xxxxxxx Trust 1 Xxxxxxx Trust 1 Software 20 Special Representations 52 Sperske Trust 1 Xxxxxx Trust...
EXHIBITS, ANNEXES AND SCHEDULES. All Exhibits, Annexes and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in Sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the SPAC Disclosure Schedules corresponding to any Section or subsection of Article IV or Article V (in the case of the Company Disclosure Schedules) or Article VI (in the case of the SPAC Disclosure Schedules) shall be deemed to have been disclosed with respect to every other Section and subsection of Article IV or Article V (in the case of the Company Disclosure Schedules) or Article VI (in the case of the SPAC Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. The information and disclosures set forth in the Schedules that correspond to the Section or subsections of Article IV, Article V or Article VI may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with any representation, warranty, covenant or agreement contained in, or other provision of, this Agreement, nor shall such disclosure or information be deemed to establish a standard of materiality.
EXHIBITS, ANNEXES AND SCHEDULES. Exhibit A-1 Form of DutchCo Articles of Association Exhibit A-2 Form of Terms and Conditions of Special Voting Shares of DutchCo Exhibit B Form of Regulations for the DutchCo Board Annex I Combination Mechanics Annex II Powers and Authority Annex III Representations and Warranties Annex IV Interim Operating Covenants Annex V Covenants Related to Consents Annex VI Preparation of Prospectus and Other Filings Annex VII Acquisition Proposals Annex VIII Employee-Related Matters; Indemnification Annex IX Conditions Precedent Annex X Termination Schedule I Defined Terms COMBINATION AGREEMENT This COMBINATION AGREEMENT (this “Agreement”), dated as of December 17, 2019, is by and between FIAT CHRYSLER AUTOMOBILES N.V., a Dutch public limited liability company (naamloze vennootschap) (“FCA”), and PEUGEOT S.A., a French société anonyme (“PSA” and, together with FCA, the “Parties” and each, individually, a “Party”).
