LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 Intellectual Property Schedule 5.11 Material Contracts Schedule 5.12(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) Labor Matters Schedule 5.14(a) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc., a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.
LIST OF SCHEDULES. Schedule 3.1(a) Subsidiaries Schedule 3.1(c) Capitalization and Registration Rights Schedule 3.1(d) Equity and Equity Equivalent Securities Schedule 3.1(e) Conflicts Schedule 3.1(f) Consents and Approvals Schedule 3.1(g) Litigation Schedule 3.1(h) Defaults and Violations LIST OF EXHIBITS: Exhibit A Escrow Agreement Exhibit B Officer's Certificate Exhibit C Registration Rights Agreement THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made and entered into as of October 5, 2004, between Molecular Diagnostics, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Target Company"), and Seaside Investments PLC, a corporation organized under the laws of England and Wales with its offices at 30 Farringdon Street, London EC4A 4HJ ( "Seaside").
LIST OF SCHEDULES. Schedule 1.1 Escrow Agreement Schedule 1.2 Fixed Assets Schedule 1.3 Locations Schedule 1.4 NRTC/Member Agreement Schedule 1.5 NRTC/Retail Agreement Schedule 1.6 Other Assumed Agreements Schedule 2.1(a) Assignment and Assumption Agreement Schedule 2.1(b) Bill of Sale Schedule 4.3(c) Promissory Note Schedule 4.3(d) Letter of Credit Schedule 4.5 Allocation of Purchase Price Schedule 5.2(b) Consent of Seller Schedule 5.3(a) Liens Schedule 5.4 Fixed Assets Needing Repairs Schedule 5.9 Changes or Events Schedule 5.10 Licenses and Permits Schedule 5.13 Litigation Schedule 6.2(b) Consent of Purchaser Schedule 8.9 Noncompetition Agreement [Schedules have been omitted but will be furnished upon request] 3 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of this 19th day of February, 1997, by and between Digital Television Services of Georgia, LLC, a Georgia limited liability company ("Purchaser"), and Washington Electric Membership Corporation, a nonprofit Georgia electric membership corporation ("Seller").
LIST OF SCHEDULES. Schedule 4(a) Subsidiaries EXHIBIT A EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date:___________________________ [TRANSFER AGENT] Re: Voiceserve, Inc. Ladies and Gentlemen: We are counsel to Voiceserve, Inc., a Delaware corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and____________________________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, $.001 par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on___, 2006, the Company filed a Registration Statement on Form S- ___ (File No. 333-) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] EXHIBIT C Date:
LIST OF SCHEDULES. Schedule Content -------- -------
LIST OF SCHEDULES. This Agreement includes the following Schedules for each Product to be manufactured hereunder, which are hereby incorporated herein and made a part of this Agreement: Schedule 1—Statement of Work Schedule 2—Currency Policy Schedule 3—Manufacturing Services Letter Agreement (if applicable)