INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- -----------
INDEX TO SCHEDULES AND EXHIBITS. SCHEDULES DESCRIPTION --------- -----------
INDEX TO SCHEDULES AND EXHIBITS. Exhibits Exhibit A List of Assets Transferred by Sellers to Purchasers Exhibit B ATM Branding and Referral Alliance Agreement Exhibit C Master Services Agreement Exhibit D Transition Services Term Sheet Exhibit E Commitment Letter Schedules
INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- ----------- 2.04(a) Other Shareholders 3.02 Shareholders Agreements 3.03 States and Jurisdictions in which the Company is Qualified to do Business 3.04(a) Stock Ownership of Company Common Stock 3.04(b) Company Options 3.04(c) Committed Options 3.05 Subsidiaries 3.06 Articles of Incorporation and By-Laws of the Company 3.09(a) Intellectual Rights 3.09(b) Infringements With Respect to Intellectual Rights 3.10 Contract Parties 3.11 Major Suppliers 3.12(a) Employment Contracts and Deferred Compensation Agreements 3.12(b) Employee Benefit Plans 3.12(c) Multi-Employer Plans 3.14(a) Real Estate Owned 3.14(b) Real Estate Leases 3.15 Liens on Personal Property 3.16 Accounts Receivable 3.17 Consignment and Return Items 3.18 Tax Audits 3.19 Litigation 3.20 Material Contracts 3.22 Insurance 3.23 Employee Bonuses Paid After July 31, 1998 3.25 Officers, Directors and Depositories 3.27 Consents 3.28 Licenses 3.29 Software 3.33 Backlog 4.04(e) Accredited Investors 4.04(m) Beneficial Interests 7.06(a)
INDEX TO SCHEDULES AND EXHIBITS. Schedule Number Description -------- ----------------------------------------------------------- 2.1(a) Rigs (excluding the Richxxxxxx Xxxl) 0.1(c) Inventory 2.1(d)(ii) Permits 2.1(e)(i) Drilling Contracts 2.1(e)(ii) Other Contracts 2.5(b) Technical Records 3.4 Allocation of Purchase Price 5.6 Sellers' Defaults 5.7(a) Sellers' Litigation 5.7(b) Sellers' Governmental Notifications 5.8 Sellers' Governmental Approvals 5.9 Sellers' Compliance with Laws 5.11(b) Rig Class Recommendation 5.11(c) Rig Damage 5.15 Sellers' Performance Bonds; Letters of Credit 6.4 Parent's Governmental Approvals 7.6 Buyer's Governmental Approvals Exhibit Number ------ 2.4 Form of Agreement Regarding Nonassigned Contracts 3.1(a) Form of Escrow Agreement 4.2(a) Form of General Assignment 8.3 Form of Buyer's Officer's Certificate 8.4 Buyer's Opinion of Counsel 9.3(a) Form of Sellers' Officer's Certificate 9.3(b) Form of Parent's Officer's Certificate 9.4 Parent's and Sellers' Opinion of Counsel 10.18 Form of Triton Contract
INDEX TO SCHEDULES AND EXHIBITS. 31 SCHEDULES 1.4(b) List of Secretaries, Directors, Officers and Employees of Valence and the Valence Subsidiaries to Resign (Buyer) 2.4 No Conflict (Seller) 2.5 Consents (Seller) 2.8 Capital Structure (Seller) 2.9 Representations to Management (Seller) 3.3 Consents (Buyer) 3.8 Available Funds (Buyer) 4.3(b)(xiii) Capital Commitments (Seller) 5.4 Guarantees EXHIBITS 7.4A Opinion of Jonex, Xxy, Reavxx & Xogux 7.4B Opinion of Harnxx, Xxstwood & Riegels 12.1 Consolidated Valence Balance Sheet as of March 31, 1997 The Schedules and Exhibits referenced above have not been filed herewith. The Company will furnish supplementally a copy of any omitted schedule to the U.S. Securities and Exchange Commission upon request. This STOCK PURCHASE AGREEMENT (this Stock Purchase Agreement, including all exhibits attached hereto are collectively referred to as the "Agreement") is made and entered into as of the 24th day of February, 1998, by and between SRS Labs, Inc., a Delaware corporation ("Buyer"), and North 22 Capital Partners 2 Inc., a British Virgin Islands company ("North 22" or "Seller").
INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- ----------- 2.02(a) Company Options Converted from Unit Options 3.02 Shareholders Agreements 3.03 States and Jurisdictions in which the Company does Business 3.04(a) Stock of the Company 3.04(b) Company Options 3.05 Subsidiaries 3.09 Intellectual Rights 3.10 Software 3.11(a) Major Customers 3.11(b) Major Suppliers 3.12(a) Employment Contracts and Deferred Compensation Agreements 3.12(b) Employee Benefit Plans 3.12(c) Multi-Employer Plans 3.13(a) Owned Real Property 3.13(b) Real Estate Leases 3.14 Liens 3.17 Tax Audits 3.18 Litigation 3.19(a) Material Contracts/Affiliates 3.20 Labor Relations 3.21 Insurance 3.22 Changes Since April 30, 1999 3.24 Officers, Directors and Depositories 3.26 Consents 3.27 Licenses and Permits 3.29 Related Party Loans 4.04(l) Shareholder Interests 7.17
INDEX TO SCHEDULES AND EXHIBITS. Schedule Description -------- ----------- I Stockholders of the Constituent Corporations 3.01(b) Subsidiaries 5.01(e) Consents to be Obtained by GENCC
INDEX TO SCHEDULES AND EXHIBITS. 48 THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is entered into as of March 23, 2000, by and among Venture Catalyst Incorporated, a Utah corporation ("VCAT"), Venture Acquisition Corporation, a Utah corporation and a wholly-owned subsidiary of VCAT ("Acquisition Corp."), CTInteractive, Inc., a California corporation ("CTInteractive"), and Donaxx Xxxtx Xxxxxxxx, xxe sole shareholder of CTInteractive (the "Shareholder").
INDEX TO SCHEDULES AND EXHIBITS. Schedule 1.1(a) – Furniture, Fixtures and Equipment Schedule 1.1(a)(i) – Additional FFE Schedule 1.1(b) – Assumed Contracts Schedule 1.1(f) – Listing of all Amendments, Addendums, or other Modifications of the Lease Schedule 1.1(k) – Licenses and Operating Permits Schedule 2.2 – Allocation of Purchase Price Schedule 6 – Acknowledgement of Cash Tills Schedule 7.1 – Employee Listing Schedule 8.1 – Real Property Tax Bills for 2008 and Email from Seller dated September 16, 2009 Schedule 9.10 – Financial Statements Exhibit A – Termination of Franchise Rights Exhibit B – Assumed Contracts Assignment Exhibit C – Form of Assignment and Assumption of Lease Agreement Exhibit D – Form of Landlord’s Estoppel Certificate Exhibit E - Reserved Exhibit F - Reserved Exhibit G – Xxxx of Sale Exhibit “A”
