HATFIELD Sample Clauses

HATFIELD. (SEAL) DAN E. HATFIELD, AS TRUSTEE OF THX XXX X. XXXXXXLD, SR. SPECIAL IRREXXXXXXX XXXXX List of Schedules Schedule 1.1(a) - Purchased Assets Schedule 1.1(b) - Excluded Assets Schedule 1.1(c) - Permitted Encumbrances Schedule 1.2 - Assumed Liabilities Schedule 1.3(d) - Allocation of Purchase Price and Assumed Liabilities Schedule 3.1 - Jurisdictions of Foreign Qualification of Sellers Schedule 3.2 - Required Authorizations and Consents to Agreement Schedule 3.3 - Investments Schedule 3.4 - Financial Statements of the Sellers Schedule 3.5 - Certain Changes Schedule 3.6(a) - Material Contracts Schedule 3.6(b) - Required Consents for Transfers of Material Contracts Schedule 3.7 - Encumbrances Schedule 3.8(a) - Real Property; Leased Premises Schedule 3.9 - Equipment Schedule 3.12 - Approvals, Permits and Authorizations Schedule 3.13 - Compliance with Laws Schedule 3.14(a) - Insurance Policies Schedule 3.14(b) - Property Damage and Personal Injury Claims Schedule 3.16 - Litigation Schedule 3.17 - Powers of Attorney Schedule 3.19 - Employee Relations Schedule 3.20 - Compensation Schedule 3.21 - Patents; Trademarks; Trade Names; Copyrights; Licenses; Etc. and Proprietary Names Schedule 3.22 - Accounts Payable and Other Indebtedness Schedule 3.23 - Other Liabilities Schedule 3.24 - Affiliate Transactions Schedule 3.26 - Employee Plans Schedule 3.29(j) - Certain Environmental Conditions Schedule 3.29(l) - Environmental Studies and Reports Schedule 3.30 - Bank Accounts, Credit Cards and Safe Deposit Boxes Schedule 3.31 - Warranties Schedule 3.32 - Interests in Competitors Schedule 4.2(a) - Buyer Consents List of Exhibits Exhibit A - Preferred Stock Statement of Rights and Preferences Exhibit B - Form of Escrow Agreement Exhibit C - Form of Bills of Sale and Assignment Exhibit D - Form of Dealership Leases Exhibit E - Form of Non-Competition Agreement Exhibit F - Form of Legal Opinion of Counsel for the Sellers and the Shareholders Exhibit G - Form of Legal Opinion of Counsel for the Buyer

HATFIELD. (XXXX) DAN E. HATFIELD, AS TRUSTEE OF THE BUD C. HATXXXXX, XX. SPECIAL IRREVOCXXXX XXXXX EXHIBIT A Name of Number of Percentage of Shareholder Escrow Shares Escrow Shares Bud C. Hatfield 1600 64% Dan X. Xxxxxxxx 669 27% Dan X. Xxxxxxxx, xs Trustee 231 9% ----- --- Total: 2500 100% EXHIBIT B Annual Escrow Agent Administration Fee: $3,000.00 (payable annually in advance) Legal Fees and Expenses Incurred by Escrow Agent in Initial Review of Agreement: $1,500.00 Services Not Included in Our Fee: All out-of-pocket expenses such as legal fees and costs, wire transfers, telephone and telegraph, shipping costs, insurance, etc., will be billed at our cost. Any extraordinary services provided by First Union National Bank will be billed separately, on a monthly basis upon analysis of the work involved.