LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Description of Seller Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION
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LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.1(a1.5(c) Description of Seller Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of – Leased Vehicles Schedule 1.1(e1.5(d) List – Leased Computer Equipment Schedule 1.6(b)-A – Adjustments to Closing Date Net Working Capital Schedule 1.6(b)-B – Example of Telephone Numbers, Etc. Closing Date Net Working Capital Schedule 1.1(g1.6(b)-C – Accepted Adjustments to Base Working Capital Schedule 1.6(c)(i) List – Non-Billing Units Schedule 2.1(a) – Company’s Organization and Qualification Schedule 2.1(e) – Officers and Directors of Material Operating Contracts the Company Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, 2.2 – Company’s Capitalization Schedule 2.5 – Violations/Conflicts Schedule 2.6 – Consents and Approvals Schedule 1.1(i2.7(a) Categories – Historical Company Financial Statements Schedule 2.7(b) – Interim Company Financial Statements Schedule 2.8 – Absence of Pre-Paid Expenses Changes Schedule 1.1(l2.9 – Litigation Schedule 2.11 – Tax Matters Schedule 2.13 – Employment Matters Schedule 2.14(a) Categories and Aggregate Value – Included Intellectual Property Schedule 2.14(b) – Retained Intellectual Property Schedule 2.14(d) — Infringement of Inventory Intellectual Property Schedule 1.1(n2.15 – Environmental Compliance Schedule 2.16 – Title to Properties Schedule 2.17(a) – Insurance – List of Computer Software Policies Schedule 1.1(o) List of Easements 2.18 – Licenses and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties2.19 – Agreements, Contracts and Rights Commitments Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights 2.20 – Warranties Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices 2.20(c) – MTI Transmitter Systems Schedule 5.4 List of Certain Encumbrances 2.20(d) – Billing Meters Reading “Zero” Schedule 5.6 List of Pending and Threatened Litigation 2.22 – Material Assets Schedule 5.7 Description of Certain Labor Matters 2.24 – Accounts Receivable Schedule 5.8 Description of Certain Tax Matters 2.25(a) – Inventories Schedule 5.9 Description of Certain Employee Benefits 2.25(b) – Replacement Transmitters Schedule 5.11 List of Financial Statements and Certain 2.26 – No Undisclosed Liabilities Schedule 5.11(iii2.27(a) List of Certain Financial Matters – Employee Benefit Plans Schedule 5.12 List of Certain Developments 2.29 – Customers and Suppliers Schedule 5.13 List of RSA 2 Proprietary Rights 2.30 – Brokers Schedule 5.15 List of RSA 2 Contracts 2.31 – Bank Accounts Schedule 5.16(a5.8(a)-1 – Employment Agreement (Xxxx Xxxxx) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances 5.8(a)-2 – Purchaser Commission Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibits Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E – Form of Closing Certificates of Seller, Licensee and Shareholder *Statement Exhibit F B – Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Escrow Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY EXHIBIT A FORM OF CERTAIN DEFINED TERMS TERM SECTIONCLOSING STATEMENT [SEE ATTACHED] EXHIBIT B FORM OF ESCROW AGREEMENT
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LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a1.1(a)(i)(1) Description of Seller Real Estate Fee Sites Schedule 1.1(b1.1(a)(i)(2) List of Proprietary Rights Leased Sites and Ground Leases Schedule 1.1(c1.1(a)(ii)(1) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Sites Under Contracts for Sale and Sale Contracts Schedule 1.1(h1.1(a)(ii)(2) List Operator Leases Schedule 1.1(a)(iii) Supply Agreements and Security Deposits Schedule 1.1(a)(iv) Jobber Incentive Agreements Schedule 1.1(a)(vi) Equipment Schedule 1.1(a)(vii) Vendor Agreements Schedule 1.1(a)(viii) Rights of LicensesReversion Under Ground Leases Schedule 1.1(a)(xiii) UST and Condemnation Funds Schedule 1.1(b)(vi) Trademarks Schedule 1.3(a) Allocation Schedule 1.3(d) Tax Allocation Schedule 1.4(c) BP Restrictions Schedule 2.6 Eminent Domain Schedule 2.11 Third Party Options Schedule 2.12 Litigation Schedule 2.15 Compliance with Laws Schedule 2.16 Outstanding Balances Under Land Contracts and Notes Schedule 2.17 Consents, Certificates, Franchises, Permits, Consents Waivers and Approvals Schedule 1.1(i2.22 Additional Seller Disclosure Documents Schedule 4.2 Purchaser’s Consents Schedule 5.1(b) Categories of Pre-Paid Expenses Covered Contamination Schedule 1.1(l5.1(c) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Covered UST Equipment Corrective Measures Exhibit A Form of Assignment and Assumption Agreement Ground Lessor Estoppel Certificate Exhibit B Form of Quit Claim Deed with Covenant *Land Contract Estoppel Certificate Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Sublease/Note Estoppel Certificate Exhibit D Form of Post Closing Escrow Agreement Assignment of Ground Lease Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Access Agreement Exhibit F Form of Xxxx of Sale Non-Compete and Non-Solicitation Agreement Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONLimited Warranty Deed 101365
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LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(aSCHEDULES SCHEDULE 1.01(b) Description — Knowledge of Seller SCHEDULE 1.01(d) — Parcel F Description SCHEDULE 1.01(e) — Permitted Liens SCHEDULE 1.01(f) — Material Contracts Requiring Consent for a Transfer SCHEDULE 1.01(g) — Total Current Assets SCHEDULE 1.01(h) — Total Current Liabilities SCHEDULE 2.01(b) — Contracts SCHEDULE 2.01(c) — Licenses, Permits, Certificates of Occupancy and Rights Under Permits, Approvals, and Allocations Relating to the Real Estate Schedule 1.1(bProperty and the Operation thereof and Other Similar Documents SCHEDULE 2.01(i)(1) List — Innisbrook Real Property and Condo Property SCHEDULE 2.01(i)(2) — Unit 115 in Building 28 of Proprietary the Innisbrook Condominiums SCHEDULE 2.01(i)(3) — Parcel J-4 SCHEDULE 2.01(k) — Parcel Rights Schedule 1.1(cSCHEDULE 2.01(m) List of — Wall Springs Rights SCHEDULE 2.01(o) — Tangible Personal Property Schedule 1.1(dSCHEDULE 2.01(p) List — Intangible Personal Property SCHEDULE 2.01(dd) — Acquired Plans SCHEDULE 2.02(f) — Personal Property owned by any Employee or any employee of Vehicles Schedule 1.1(eTroon SCHEDULE 2.02(h) List — Retained Assets SCHEDULE 2.05(c) — Allocation of Telephone Numbers, Etc. Schedule 1.1(gConsideration SCHEDULE 2.07(c) List — Closing Date Working Capital Statement SCHEDULE 2.08(a) — Restricted Access for Third Parties SCHEDULE 2.08(c) — Due Diligence Materials SCHEDULE 4.03 — Seller Governmental Authorizations and Filings SCHEDULE 4.04 — Noncontravention SCHEDULE 4.06 — Seller Financial Statements SCHEDULE 4.07 — Seller Disclosed Liabilities SCHEDULE 4.08 — Material Contracts SCHEDULE 4.09 — Seller Litigation SCHEDULE 4.10(a) — Compliance with Laws SCHEDULE 4.10(b) — Permits SCHEDULE 4.11(a) — Real Property SCHEDULE 4.11(b) — Leases SCHEDULE 4.11(g) — Tax Reduction Proceedings SCHEDULE 4.12(a) — Intellectual Property SCHEDULE 4.12(b) — Proprietary Software SCHEDULE 4.12(c) — License Agreements SCHEDULE 4.14 — Employees SCHEDULE 4.14(a) — Terminated Employees SCHEDULE 4.15(a) — Plans SCHEDULE 4.15(e) — Multi-Employer Plans SCHEDULE 4.16 — Environmental Matters SCHEDULE 4.16(e) — Location of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents Hazardous Substances and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Underground Storage Tanks SCHEDULE 4.17 — Labor Matters Schedule 5.8 Description of Certain SCHEDULE 4.18 — Tax Matters Schedule 5.9 Description SCHEDULE 4.20 — Insurance SCHEDULE 4.23 — Suppliers SCHEDULE 6.01(b) — Transition Capital Expenditures SCHEDULE 10.02(i) — Buyer’s Required Consents SCHEDULE 10.03(f) — Seller’s Required Consents EXHIBITS EXHIBIT 1.01(a) — Troon Estoppel Certificate EXHIBIT 4.24 — Vested Rights Agreement EXHIBIT 6.01 — Form of Certain Employee Benefits Schedule 5.11 List Innisbrook 2007 Rental Pool Annual Lease Agreement EXHIBIT 10.02(b) — Form of Financial Statements Officer’s Certificate of Seller and Certain Liabilities Schedule 5.11(iiiGeneral Partner of Parent EXHIBIT 10.02(c) List — Form of Certain Financial Matters Schedule 5.12 List Xxxx of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(aSale EXHIBIT 10.02(d) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A — Form of Assignment and Assumption Agreement Exhibit B Agreements EXHIBIT 10.02(e) — Form of Quit Claim Deed with Covenant *Exhibit C Deeds EXHIBIT 10.02(f) — Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Agreements EXHIBIT 10.02(h) — Form of Post Closing Escrow Agreement Exhibit E 1445 Certificate EXHIBIT 10.03(b) — Form of Closing Certificates Officer’s Certificate of Buyer ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of June 25, 2007 (the “Execution Date”), by and among (1) (i) Golf Trust of America, Inc., a Maryland corporation (“GTA”), (ii) GTA-IB, LLC, a Florida limited liability company (“Seller”), Licensee (iii) Golf Trust of America, L.P., a Delaware limited partnership and Shareholder *Exhibit F Form the indirect parent of Xxxx Seller (“Parent”), (iv) GTA-IB Golf Resort, LLC, a Florida limited liability company (“Holding Company”), (v) GTA-IB Condominium, LLC, a Florida limited liability company (“Condo Owner”), and (vi) GTA-IB Management, LLC, a Florida limited liability company (“Management Company”, and (i) through (vi) together the “Seller Entities”), and (2) (i) Salamander Innisbrook Securities, LLC, a Florida limited liability company (“SIS”), (ii) Salamander Innisbrook Condominium, LLC, a Florida limited liability company (“SIC”), and (iii) Salamander Innisbrook, LLC, a Florida limited liability company (“SI”, and together with SIS and SIC, “Buyer”). THE PARTIES ENTER INTO THIS AGREEMENT on the basis of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Sellerthe following facts, Licensee intentions and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONunderstandings:
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Samples: Asset Purchase Agreement (Golf Trust of America Inc)
LIST OF SCHEDULES AND EXHIBITS. Disclosure Schedules Schedule 1.1(a5.1(a) Description of Seller - Foreign Qualifications Schedule 5.1(c) - Authority Schedule 5.2(a) - Company Shareholders Schedule 5.2(e) - Company Stock Options Schedule 5.2(f) - Agreements Relating to Company Equity Schedule 5.2(g) - Shareholder Agreements Schedule 5.2(j) - Accrued Dividends Schedule 5.3 - Subsidiaries Schedule 5.4 - Financial Statements Schedule 5.5 - Undisclosed Liabilities Schedule 5.6 - Operations Since the Balance Sheet Date Schedule 5.7 - Taxes Schedule 5.8 - Governmental Permits Schedule 5.9(a) - Leased Real Estate Property Schedule 1.1(b5.9(b) List of Proprietary Rights - Owned Real Property Schedule 1.1(c) List of Tangible 5.10 - Personal Property Leases Schedule 1.1(d5.11(a) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 - List of Certain Encumbrances Intellectual Property Schedule 5.6 5.11(b) - List of Pending and Threatened Litigation Software Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 5.11(c) - List of Financial Statements Intellectual Property Agreements Schedule 5.11(d) - Right, Title and Certain Interests in Intellectual Property Schedule 5.11(e) - Validity and Enforceability of Intellectual Property Schedule 5.11(f) - Challenge to Intellectual Property Rights Schedule 5.11(g) - Owned Software Schedule 5.11(h) - Operation of Owned Software Schedule 5.11(i) - Exceptions to Work-for-Hire and Assignment Agreements Schedule 5.11(j) - Ownership Rights Granted Schedule 5.12 - Title to Property Schedule 5.13 - Violation, Litigation or Regulatory Actions Schedule 5.14 - Contracts Schedule 5.15 - Status of Contracts Schedule 5.16 - Insurance Schedule 5.17(a) - Company Plans Schedule 5.17(b) - Company Plan Compliance Schedule 5.17(g) - Compensation Agreements Schedule 5.17(h) - Parachute Payments Schedule 5.17(i) - Employees Schedule 5.19 - Employee Relations Schedule 5.20 - Customers and Suppliers Schedule 5.21 - Availability of Assets Schedule 5.22 - Doubtful Accounts Schedule 5.23 - Product Liabilities Schedule 5.11(iii5.24 - Affiliated Transactions Schedule 5.25 - Warranties Schedule 5.26 - Certain Business Practices and Regulations Schedule 5.29 - Takeover Statutes and Charter Provisions Schedule 5.32(a) List - Acquisition Agreements Schedule 5.32(b) - Indemnification Claims Other Schedules Schedule 2.5 - Shareholder Escrow Percentages Schedule 4.5(g) - Company Officers to Resign Schedule 4.5(h) - Agreements to Be Terminated Schedule 6.2(c) - No Conflicts of Parent Schedule 7.6 - Conduct of Business Prior to the Effective Time Schedule 8.4 - Company Employees to Execute Employment Agreements; Certain Financial Matters Schedule 5.12 List Provisions of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses 9.5 - Necessary Consents Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 9.9 - Key Employees *Schedule 9.15 - Company Employees to Execute Noncompetition, Nonsolicitation and Stock Sale Forbearance Agreements Exhibits Exhibit A Form of Assignment and Assumption Indemnification Agreement Exhibit B Form of Quit Claim Deed with Covenant *Significant Shareholders That Have Executed Noncompetition, Nonsolicitation and Stock Sale Forbearance Agreements Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Noncompetition, Nonsolicitation and Stock Sale Forbearance Agreement Exhibit D Form of Post Closing Escrow Agreement Transmittal Letter Exhibit E Form of Closing Certificates Opinion of Seller, Licensee Counsel to Parent and Shareholder *Sub Exhibit F Form of Xxxx of Sale Escrow Agreement Exhibit G Form of Seller's Section 1445 Affidavit *Opinion of Counsel to the Company Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Debt Commitment Letters Exhibit I Form of Opinion North Carolina Application, Including Form of Sellers' Corporate Counsel Approval Order Exhibit J Form Significant Shareholder Applicable Percentages AGREEMENT OF MERGER AGREEMENT OF MERGER (this “Agreement”), dated as of Opinion January 18, 2006, by and among Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Parent”), Quattro Merger Sub Corp., a North Carolina corporation (“Sub”), A4 Health Systems, Inc., a North Carolina corporation (the “Company” and, together with Sub, the “Constituent Corporations”), and Xxxx X. XxXxxxxxx, as representative of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to Shareholders (the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION“Shareholder Representative”).
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Samples: Agreement of Merger (Allscripts Healthcare Solutions Inc)
LIST OF SCHEDULES AND EXHIBITS. iv LIST OF SCHEDULES AND EXHIBITS Exhibit 1 Definitions Schedule 1.1(aA Shareholders Exhibit 3(e)(i)(E) Description Form of Seller Real Estate Opinion of Counsel to the Shareholders Exhibit 3(e)(i)(F) Form of Non-competition Agreement Schedule 1.1(b3(e)(i)(G) List Estoppel Certificates Exhibit 3(e)(i)(I) Form of Proprietary Rights Non-Imputation Affidavit Exhibit 3(e)(i)(J) Form of Lease Amendment Exhibit 3(e)(ii)(D) Form of Opinion of Counsel to SFX Exhibit 3(e)(ii)(F) Form of SFX Guarantee Schedule 1.1(c7(a) List Jurisdictions Qualified Schedule 7(b) Outstanding Securities and Commitments Schedule 7(c) Subsidiaries of Tangible Personal Property GDT Schedule 1.1(d7(e) List of Vehicles Violations, Conflicts and Required Consents Schedule 1.1(e7(g) List of Telephone Numbers, Etc. Financial Statements Schedule 1.1(g7(h) List of Outstanding Financial Liabilities Schedule 7(i) Material Operating Contracts Changes in Operations Schedule 1.1(h7(k) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Environmental Law Violations Schedule 1.1(i7(k)(ii) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Material Environmental Permits Schedule 1.2(c7(l) List of Excluded Assets Insurance Policies and Unresolved Claims Thereunder Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of 7(m) Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii7(n) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List 7(o) Compliance and Governmental Authorizations of Subsidiaries GDT Schedule 5.27 Product Liability Claims 7(p) Employee Benefit Plans Schedule 5.28 List of Insurance 7(q) Employee Information Schedule 5.30 CGSA Maps 7(r) Tax Returns Not Filed Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 7(t) Exceptions to Purchaser's Qualifications Title Schedule 6.5(a7(v) Due Diligence Letters Transactions with Affiliates Schedule 15.19 Key Employees *Exhibit A Form 7(w) Real Property Schedule 8(b) Noncontravention Schedule 9(c) Violations and Conflicts Schedule 9(e) Compliance and Governmental Authorizations of Assignment SFX Schedule 9(k) Documents Provided to SFX and Assumption Agreement Exhibit B Form Acquisition Sub Schedule 12(e) Release of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not Guarantees Schedule 12(o) Agreements to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONbe Terminated
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a1.2(g)(i) Description of Seller Seller’s Knowledgeable Persons Schedule 1.2(g)(ii) Buyer’s Knowledgeable Persons Schedule 2.l(a) Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d2.l(c) List of Vehicles Current Assets Schedule 1.1(e2.1(d) List of Telephone Numbers, Etc. Non-Current Assets Schedule 1.1(g2.1(h) List of Material Operating Contracts Intellectual Properties and Information Systems Schedule 1.1(h2.1(r) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Provider Agreements Among the Assets Schedule 1.1(i2.2(a) Categories of Pre-Paid Expenses Seller’s Retained Records Schedule 1.1(l2.2(d) Categories and Aggregate Value of Inventory Seller Retained Assets Schedule 1.1(n2.2(i) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Other Excluded Assets Schedule 1.3 List 2.3(a) Current Liabilities Schedule 2.3(b) Assumed Long-Term Liabilities Schedule 2.3(g) Detroit Receiving Hospital and University Health Center Schedule 2.5 Example Calculation of Shareholder Assetsthe Purchase Price as of April 30, Properties, 2010 Schedule 2.5(a)(i) Long-Term Indebtedness Schedule 2.6 Allocation of Purchase Price Schedule 3.1 Licenses in Foreign Jurisdictions Schedule 3.2 Conflicts with Contracts and Schedule 3.4(a) Third Party Rights Schedule 1.4 List 3.4(b) Ownership Interests Schedule 3.6 Financial Statements Schedule 3.7 Operation of Licensee Assets, Properties, Contracts and Rights the Hospital Business Schedule 5.3 List of Required Filings, 3.8 Recent Activities Schedule 3.9 Encumbrances on Accounts Receivable Schedule 3.10 Equipment Schedule 3.11 Personal Property Encumbrances Schedule 3.12 Real Property Encumbrances Schedule 3.13 Environmental Matters Schedule 3.15 Insurance Schedule 3.16 Permits, Consents, Approvals Licenses and Notices Accreditations Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 3.18 The Assumed Contracts Schedule 5.16(a3.19 Exceptions to Representations Regarding the Assumed Contracts Schedule 3.20(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements and Severance Agreements Schedule 5.20 List of RSA 2 Licenses 3.20(b) Collective Bargaining Agreements Schedule 5.22 List of Other Material Contracts 3.20(c) Employee Classification Schedule 5.25 List of Subsidiaries 3.21 Seller’s Employee Benefit Plans Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance 3.21(e) Employee Payments Schedule 5.30 CGSA Maps 3.21(h) PBGC Communications Schedule 5.31 Network Diagram 3.23 Taxes Schedule 3.24 Medical Staff; Physician Relations Schedule 3.25 Restrictions on Assets Schedule 3.26 Brokers and Description Finders Schedule 5.32 System Information Updates 4.6 Litigation and Proceedings Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 5.1 Exceptions to Purchaser's Qualifications Seller’s Operations Schedule 6.5(a5.2 Exceptions to Seller’s Negative Covenants Schedule 5.2(b) Due Diligence Letters Permitted Seller Employment Offers Schedule 15.19 Key 6.3(a) Non-Active Employees *Schedule 9.5(b) Seller’s Budgeted EBITDA Schedule 12.2 Seller’s Charity Care Policies Schedule 12.2-a Vanguard’s Charity Care Policies Schedule 12.3 Core Services Schedule 12.4 Capital Expenditures Schedule 12.12 Seller’s Supplier Diversity Program Schedule 12.17 Agreed Upon Procedures Schedule 12.17(c) Buyer’s Reports EXHIBITS Exhibit A Form of Assignment and Assumption Agreement Warrant Certificate Exhibit B Form Note RESTATED PURCHASE AND SALE AGREEMENT THIS RESTATED PURCHASE AND SALE AGREEMENT is made and entered into effective as of Quit Claim Deed with Covenant *Exhibit C Form December 31, 2010, by and among THE DETROIT MEDICAL CENTER, a Michigan nonprofit corporation (“DMC”), XXXXXX-XXXXXX HOSPITAL, a Michigan nonprofit corporation (“HHH”), DETROIT RECEIVING HOSPITAL AND UNIVERSITY HEALTH CENTER, a Michigan nonprofit corporation (“DRH”), CHILDREN’S HOSPITAL OF MICHIGAN, a Michigan nonprofit corporation (“CHM”), REHABILITATION INSTITUTE, INC., a Michigan nonprofit corporation (“RIM”), SINAI HOSPITAL OF GREATER DETROIT, a Michigan nonprofit corporation (“SHGD”), HURON VALLEY HOSPITAL, INC., a Michigan nonprofit corporation (“HVH”), DETROIT MEDICAL CENTER COOPERATIVE SERVICES, a Michigan nonprofit corporation (“DMCCS”), DMC ORTHOPEDIC BILLING ASSOCIATES, LLC, a Michigan limited liability company (“DMCOBA”), METRO TPA SERVICES, INC., a Michigan corporation (“MTPAS”), MICHIGAN MOBILE PET CT, LLC, a Michigan limited liability company (“MMPET”), DMC PRIMARY CARE SERVICES, II, a Michigan nonprofit corporation (“PCS”), HEALTHSOURCE, a Michigan nonprofit corporation (“HealthSource”) (DMC, HHH, DRH, CHM, RIM, SHGD, HVH, DMCCS, DMCOBA, MTPAS, MMPET, PCS and HealthSource are referred to herein individually as a “Seller” or collectively, as “Seller”), VHS OF MICHIGAN, INC., a Delaware corporation (“VHS of Certain Lease Terms *Exhibit C-1 List Michigan”), VHS XXXXXX-XXXXXX HOSPITAL, INC., a Delaware corporation (“VHS HHH”), VHS DETROIT RECEIVING HOSPITAL, INC., a Delaware corporation (“VHS DRH”), VHS CHILDREN’S HOSPITAL OF MICHIGAN, INC., a Delaware corporation, (“VHS CH”), VHS REHABILITATION INSTITUTE OF MICHIGAN, INC., a Delaware corporation (“VHS RI”), VHS SINAI- GRACE HOSPITAL, INC., a Delaware corporation (“VHS SGR”), VHS HURON VALLEY- SINAI HOSPITAL, INC., a Delaware corporation (“VHS HV”), VHS DETROIT BUSINESSES, INC., a Delaware corporation (“VHS DB”), VHS DETROIT VENTURES, INC., a Delaware corporation (“VHS JV”), VHS UNIVERSITY LABORATORIES, INC., a Delaware corporation (“VHS UL”), VHS PHYSICIANS OF MICHIGAN, a Michigan nonprofit corporation (“VHS PM”), CRNAS OF MICHIGAN, a Michigan nonprofit corporation (“CRNA”) (VHS of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of SellerMichigan, Licensee VHS HHH, VHS DRH, VHS CH, VHS RI, VHS SGR, VHS HV, VHS DB, VHS JV, VHS UL, VHS PM and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of SellerCRNA are referred to herein individually as a “Buyer” or collectively, Licensee as “Buyer”), and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filedVANGUARD HEALTH SYSTEMS, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONINC., a Delaware corporation (“Vanguard”).
Appears in 1 contract
Samples: Purchase and Sale Agreement
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES DESCRIPTION --------- ----------- Schedule 1.1(a2.3 Conflicts and Consents Schedule 2.5 Jurisdictions in which the Target is Qualified Schedule 2.6 Officers & Directors Schedule 2.9 Subsidiaries & Affiliates Schedule 2.11 Events Subsequent to Baseline Financial Statement Schedule 2.12 Undisclosed Liabilities Schedule 2.13 Legal Compliance Schedule 2.14(c) Description of Seller Income Taxes Schedule 2.14(d) Other Taxes Schedule 2.14(f) Tax Basis, NOL's, etc. Schedule 2.15(a) Leased Real Estate Property Schedule 1.1(b2.15(b) List of Proprietary Rights Condominium Documents Schedule 1.1(c2.15(c) List of Licenses & Permits Schedule 2.15(i) Good Title Schedule 2.15(j) Leases & Subleases Schedule 2.16 Intellectual Property Schedule 2.16(b) Intellectual Property Infringement Schedule 2.17 Leased Tangible Assets Schedule 2.17(a) Rolling Stock Schedule 2.17(b) Motor Vehicle & Equipment Schedule 2.17(c) Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating 2.18 Contracts Schedule 1.1(h2.19(a) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Employment Policies & Contracts Schedule 1.1(i2.19(b) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities 2.19(c) Salaried Employees Schedule 5.11(iii2.19(d) List of Certain Financial Workers' Compensation Compliance Schedule 2.19(e) Labor Relations & Compliance Schedule 2.20(b) Employee Benefit Plans Schedule 2.20(e) Employee Claims Schedule 2.23 Insurance Schedule 2.24(a) Litigation Claims Schedule 2.24(b) Accident Registers & Loss Runs Schedule 2.24(c) Cargo Loss Logs Schedule 2.24(d) Incidents since January 1, 1998 Schedule 2.26 Environmental, Health & Safety Matters Schedule 5.12 List 2.29 Safety Rating Schedule 2.30 Organizations & Clubs Schedule 2.31 Bank Accounts Schedule 2.32 Major Suppliers & Customers Schedule 3.2 Authorization of Certain Developments Transaction Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION3.3 Noncontravention
Appears in 1 contract
Samples: Stock Purchase Agreement (Us Xpress Enterprises Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Description of Seller Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Bill xx Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx Maurxxx X'Xxxxxx Exhibit Xxxibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 70 76 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONSECTION Affiliate.......................................................................15.12 Agreement.......................................................................Preamble Agreement Not to Compete........................................................2.1
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a2.2 Purchase and Other Commitments for Assets (Die Cast) Description Schedule 3.2 Inventory Adjustment Schedule 3.3 Purchase Price Allocation Schedule 3.3.7 Security Agreement Schedule 4.2(iv) Warehouse Lease Schedule 4.2(v) Consulting Agreement Schedule 4.2(vi) Opinion of Seller Real Estate the Selling Stockholders and Die Cast's Counsel Schedule 1.1(b4.3(ii) List of Proprietary Rights distributees of JAKKS Pacific Shares Schedule 1.1(c4.3(iv) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form Schedule 6.1 Corporate Good Standing Schedule 6.2 Stockholders and Capitalization of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item Road Champs Companies Schedule 6.3.2 Changes to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONRoad Champs Companies since Balance Sheet Date Schedule 6.4 Location of Books and Records Schedule 6.5.2 Encumbrances Schedule 6.5.3 Machinery and Equipment Schedule 6.6 Contracts Schedule 6.7 Litigation Schedule 6.8 Tax Liabilities Schedule 6.9.1 Liabilities Schedule 6.10 Intellectual Property Schedule 6.13 Insurance Schedule 6.14 Suppliers & Customers Schedule 6.16.1 Personnel Schedule 6.17 Changes Since Balance Sheet Date Schedule 6.18 Valid Agreements; Restricted Documents Schedule 6.19 Approvals Schedule 6.21 Environmental Conditions Schedule 6.24 Brokers Schedule 6.25 RC Accounts Payable Schedule 7.3 Valid Agreements; Restricted Documents (JAKKS Pacific) Schedule 7.4 Consents for JAKKS Pacific & Purchaser Schedule 7.8 Liabilities of JAKKS Pacific Schedule 7.9 Brokers (JAKKS Pacific) Schedule 8.3 RC Accounts Receivable Schedule 11.1 Survival Periods of Representations & Warranties Schedule 11.2 Escrow Agreement
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.1(a1.1 - Selling Parties’ Options and Warrants Schedule 3.4(g) Description of Seller - Agreements to be Terminated Schedule 4.1 - Stock Ownership Schedule 5.1(a) - Foreign Qualifications Schedule 5.1(c) - Authority Schedule 5.2(a) - Company Stockholders Schedule 5.2(e) - Company Stock Options Schedule 5.2(f) - Agreements Relating to Company Equity Schedule 5.2(g) - Stockholder Agreements Schedule 5.4 - Financial Statements Schedule 5.5 - Undisclosed Liabilities Schedule 5.6 - Operations Since Audited Balance Sheet Date Schedule 5.7 - Taxes Schedule 5.8 - Governmental Permits Schedule 5.9(a) - Leased Real Estate Property Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible 5.10 - Personal Property Leases Schedule 1.1(d5.11(a) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 - List of Certain Encumbrances Intellectual Property Schedule 5.6 5.11(b) - List of Pending Software Schedule 5.11(c) - List of Intellectual Property Agreements Schedule 5.11(d) - Right, Title and Threatened Interests in Intellectual Property Schedule 5.11(e) - Validity and Enforceability of Intellectual Property Schedule 5.11(f) - Challenge to Intellectual Property Rights Schedule 5.11(g) - Owned Software Schedule 5.11(i) - Exceptions to Work-for-Hire and Assignment Agreements Schedule 5.11(j) - Ownership Rights Granted Schedule 5.12 - Title to Property Schedule 5.13 - Violation, Litigation or Regulatory Actions Schedule 5.7 Description 5.14 - Contracts Schedule 5.15 - Status of Certain Labor Contracts Schedule 5.16 - Insurance Schedule 5.17(a) - Company Plans Schedule 5.17(b) - Company Plan Compliance Schedule 5.17(g) - Compensation Agreements Schedule 5.17(h) - Employees Schedule 5.18 - Environmental Matters Schedule 5.8 Description 5.19 - Employee Relations Schedule 5.20 - Customers and Suppliers Schedule 5.21 - Availability of Certain Tax Matters Assets Schedule 5.9 Description of Certain Employee Benefits 5.22 - Doubtful Accounts Schedule 5.11 List of Financial Statements and Certain 5.23 - Product Liabilities Schedule 5.11(iii5.23(b) List of Certain Financial Matters - Products in Development Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related 5.24 - Affiliated Transactions Schedule 5.34 List 6.2(b) - No Conflicts of Partnership Minutes *Parent Schedule 6.5 Exceptions to Purchaser's Qualifications 6.2(c) - No Conflicts of Buyer Schedule 6.5(a7.5(b) Due Diligence Letters Schedule 15.19 Key Employees *- Nonsolicitation Exhibits Exhibit A Form of Assignment and Assumption Escrow Agreement Exhibit B Form Valuation Date Working Capital Methodology STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of Quit Claim Deed with Covenant *Exhibit C Form December 31, 2007, by and among Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Parent”), Battleship Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Certain Lease Terms *Exhibit C-1 List Parent (“Buyer”), the Stockholders selling Shares to Buyer hereunder (the “Selling Parties”) and NICE Shareholder Representative, LLC, an Illinois limited liability company, as representative of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to Selling Parties (the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION“Stockholder Representative”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Allscripts Healthcare Solutions Inc)
LIST OF SCHEDULES AND EXHIBITS. All Schedules to the Credit and Security Agreement: Schedule 1.1(a2.9 Existing Letters of Credit Schedule 4.1 Commercial Tort Claims Schedule 4.14(c) Description of Seller Real Estate Chief Executive Offices Schedule 1.1(b4.14(g) List of Proprietary Rights Lockboxes; Bank Accounts Schedule 1.1(c4.14(j) List of Tangible Personal Property Securities Accounts Schedule 1.1(d5.2 Incorporation/Organization/Qualification Schedule 5.3 Officers, Directors, Shareholders, Capitalization Schedule 5.5 FXXXX/Tax Returns Schedule 5.7 Corporate Names Schedule 5.8 O.S.H.A. and Environmental Compliance Schedule 5.9(b) List of Vehicles Litigation Schedule 1.1(e) List of Telephone Numbers5.10 ERISA Plans Schedule 5.11 Patents, Etc. Trademarks, Copyrights and Licenses Schedule 1.1(g) List of Material Operating 5.15 Labor Contracts Schedule 1.1(h) List 5.22 Business Activities Schedule 5.23 Locations Schedule 5.25 Material Business Agreements Schedule 7.1 Sale of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of 7.2 Permitted Encumbrances Schedule 5.16(k) Description 7.3 Permitted Guarantees Schedule 7.4 Permitted Investments Schedule 7.5 Extensions of Certain Real Estate Matters Affecting Seller Real Estate Credit Schedule 7.8 Permitted Indebtedness All Exhibits to the Credit and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Security Agreement: Exhibit A Closing Agenda Exhibit B Form of Revolving Note Exhibit C Form of Revolving Advance Request for Libor Rate Loans Exhibit D Form of Borrowing Base Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Financial Condition Certificate Exhibit G-1 Form of Landlord Waiver Exhibit G-2 Form of Processor/Bailee Waiver Exhibit G-3 Form of Mortgagee Waiver Exhibit G-4 Form of Consignee Waiver Exhibit H Projections Exhibit I Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Borrower Joinder Agreement Exhibit K Form of Opinion Guarantor Joinder Agreement CREDIT AND SECURITY AGREEMENT This CREDIT AND SECURITY AGREEMENT (this “Agreement”), is dated as of Sellers' State Regulatory Counsel Exhibit L Form November , 2007, by and among STONERIDGE, INC., an Ohio corporation (the “Parent”), STONERIDGE ELECTRONICS, INC., a Texas corporation (“Electronics”), STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Controls”), STONERIDGE-PXXXXX LIMITED, an English corporation (the “English Borrower”), STONERIDGE ELECTRONICS LIMITED., a Scottish corporation (the “Scottish Borrower” and together with the English Borrower, the “UK Borrowers”) and such other Persons as are from time to time parties hereto as Borrowers, STONERIDGE FAR EAST LLC, a Delaware limited liability company (“Far East”), and such other Persons as are from time to time parties hereto, as Guarantors, the financial institutions which are now or which hereafter become a party to this Agreement (the “Lenders”), NATIONAL CITY BANK, a national banking association (“National City Bank”), as Lead Arranger and the Issuer (as hereinafter defined), and NATIONAL CITY BUSINESS CREDIT, INC., an Ohio corporation (“NCBC”), as administrative agent and collateral agent (the “Agent”). IN CONSIDERATION of Purchaser's Closing Certificate Exhibit M Form the mutual covenants and undertakings herein contained, the receipt and sufficiency of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules which are hereby acknowledged, the Loan Parties (as hereinafter defined), the Lenders, the Issuer and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONAgent hereby agree as follows:
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LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(a) Description of Seller 1.34 Knowledge Schedule 1.10 Cable One Leased Property Schedule 1.12 Cable One Other Real Estate Property Schedule 1.1(b) List of Proprietary Rights 1.13 Cable One Owned Property Schedule 1.1(c) List of 1.15 Cable One Systems Contracts Schedule 1.16 Cable One Systems Franchises Schedule 1.17 Cable One Systems Licenses Schedule 1.18 Cable One Tangible Personal Property Schedule 1.1(d) List of Vehicles 1.56 TCA Leased Property Schedule 1.1(e) List of Telephone Numbers, Etc. 1.58 TCA Other Real Property Interests Schedule 1.1(g) List of Material Operating 1.59 TCA Owned Property Schedule 1.61 TCA Systems Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals 1.62 TCA Systems Franchises Schedule 1.1(i) Categories of Pre-Paid Expenses 1.63 TCA Systems Licenses Schedule 1.1(l) Categories and Aggregate Value of Inventory 1.64 TCA Tangible Personal Property Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of 4.2 TCA Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights 4.4 Cable One Excluded Assets Schedule 5.3 List of Cable One Required Filings, Permits, Consents, Approvals and Notices Consents Schedule 5.4 List of Cable One Liens Schedule 5.4.3 Cable One Competition Schedule 5.7.2 Cable One Environmental Exceptions Schedule 5.8.4 Cable One Customer Service Standards Exceptions Schedule 5.11 Cable One Undisclosed Liabilities; Certain Encumbrances Changes or Events Schedule 5.6 List of Pending and Threatened 5.12 Cable One Litigation Schedule 5.7 Description of Certain Labor 5.14 Cable One Plans; Employee Matters Schedule 5.8 Description of 5.14.1 Cable One Employees Schedule 5.15 Cable One Systems Information Schedule 5.18 Cable One Bonds Schedule 6.3 TCA Required Consents Schedule 6.4 TCA Liens and Permitted Liens Schedule 6.4.3 TCA Competition Schedule 6.7.2 TCA Environmental Exceptions Schedule 6.8.4 TCA Customer Service Standards Exceptions Schedule 6.11 TCA Undisclosed Liabilities; Certain Tax Changes or Events Schedule 6.12 TCA Litigation Schedule 6.14 TCA Plans; Employee Matters Schedule 5.9 Description of Certain Employee Benefits 6.14.1 TCA Employees Schedule 5.11 List of Financial Statements and Certain Liabilities 6.15 TCA Systems Information Schedule 5.11(iii) List of Certain Financial Matters 6.18 TCA Bonds Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 7.2.3 Exceptions to Purchaser's Qualifications Schedule 6.5(aSection 7.2.3(j) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A 7.5.1 Form of Assignment and Assumption Agreement Consent Exhibit B Form of Quit Claim Deed with 7.9(a) TCA Noncompetition Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION7.9(b) Cable One Noncompetition Covenant
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LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Description Name -------- ---- Schedule 2.2.1 Consideration to Stockholders of Seller Real Estate Section 3.3.1 - Seller Disclosure Schedule 1.1(b) List of Proprietary Rights Stockholders Section 3.3.2 - Seller Disclosure Schedule 1.1(c) List of Tangible Personal Property Outstanding Warrants and Options Section 3.8 - Seller Disclosure Schedule 1.1(d) List of Vehicles Material Agreements Section 3.10 - Seller Disclosure Schedule 1.1(e) List of Telephone NumbersAccounts Section 3.11 - Seller Disclosure Schedule No Breaches, Etc. Section 3.13 - Seller Disclosure Schedule 1.1(g) List No Undisclosed Liabilities Section 3.14 - Seller Disclosure Schedule Customers Section 3.16 - Seller Disclosure Schedule Certain Changes Section 3.17.1 - Seller Disclosure Schedule Seller Intellectual Property Section 3.17.2 - Seller Disclosure Schedule Intellectual Property Infringement/Litigation Section 3.17.3 - Seller Disclosure Schedule Intellectual Property Indemnification Agreements Section 3.18 - Seller Disclosure Schedule Product Warranties and Returns Section 3.20 - Seller Disclosure Schedule Personnel Section 3.23 - Seller Disclosure Schedule Insurance Section 3.24 - Seller Disclosure Schedule Environmental Reports Section 3.25.3 - Seller Disclosure Schedule Software Section 5.2.1 - Seller Disclosure Schedule Conduct of Material Operating Contracts Business Pending Closing Section 5.9 - Seller Disclosure Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions Stockholders Party to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Voting Agreement Exhibit A Name ------- ---- Exhibit 2.2.4 Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E 5.9 Form of Closing Certificates of Seller, Licensee and Shareholder *Voting Agreement Exhibit F 7.1.8 Form of Xxxx of Sale Exhibit G Investment Representation Letter Exhibits 7.1.10 Form of Seller's Section 1445 Affidavit *Employment Agreement Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I 7.2.5 Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONXxxxxxxx & Xxxxxxxx LLP
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LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a1.2(g)(i) Description of Seller Seller’s Knowledgeable Persons Schedule 1.2(g)(ii) Buyer’s Knowledgeable Persons Schedule 2.l(a) Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d2.l(c) List of Vehicles Current Assets Schedule 1.1(e2.1(d) List of Telephone Numbers, Etc. Non-Current Assets Schedule 1.1(g2.1(h) List of Material Operating Contracts Intellectual Properties and Information Systems Schedule 1.1(h2.2(a) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Seller’s Retained Records Schedule 1.1(i2.2(d) Categories of Pre-Paid Expenses Seller Retained Assets Schedule 1.1(l2.2(h) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Other Excluded Assets Schedule 1.3 List 2.2(i) Provider Numbers Schedule 2.3(a) Current Liabilities Schedule 2.3(b) Assumed Long-Term Liabilities Schedule 2.3(g) Detroit Receiving Hospital and University Health Center Scheduled 2.5 Example Calculation of Shareholder Assetsthe Purchase Price as of April 30, Properties, 2010 Schedule 2.5(a)(i) Long-Term Indebtedness Schedule 2.6 Allocation of Purchase Price Schedule 3.1 Licenses in Foreign Jurisdictions Schedule 3.2 Conflicts with Contracts and Schedule 3.4(a) Third Party Rights Schedule 1.4 List 3.4(b) Ownership Interests Schedule 3.6 Financial Statements Schedule 3.7 Operation of Licensee Assets, Properties, Contracts and Rights the Hospital Business Schedule 5.3 List of Required Filings, 3.8 Recent Activities Schedule 3.9 Encumbrances on Accounts Receivable Schedule 3.10 Equipment Schedule 3.11 Personal Property Encumbrances Schedule 3.12 Real Property Encumbrances Schedule 3.13 Environmental Matters Schedule 3.15 Insurance Schedule 3.16 Permits, Consents, Approvals Licenses and Notices Accreditations Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 3.18 The Assumed Contracts Schedule 5.16(a3.19 Exceptions to Representations Regarding the Assumed Contracts Schedule 3.20(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements and Severance Agreements Schedule 5.20 List of RSA 2 Licenses 3.20(b) Collective Bargaining Agreements Schedule 5.22 List of Other Material Contracts 3.20(c) Employee Classification Schedule 5.25 List of Subsidiaries 3.21 Seller’s Employee Benefit Plans Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance 3.21(e) Employee Payments Schedule 5.30 CGSA Maps 3.21(h) PBGC Communications Schedule 5.31 Network Diagram 3.23 Taxes Schedule 3.24 Medical Staff; Physician Relations Schedule 3.25 Restrictions on Assets Schedule 3.26 Brokers and Description Finders Schedule 5.32 System Information Updates 4.6 Litigation and Proceedings Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 5.1 Exceptions to Purchaser's Qualifications Seller’s Operations Schedule 6.5(a5.2 Exceptions to Seller’s Negative Covenants Schedule 5.2(b) Due Diligence Letters Permitted Seller Employment Offers Schedule 15.19 Key 6.3(a) Non-Active Employees *Schedule 9.5(b) Seller’s Budgeted EBITDA Schedule 11.2 Noncompetition Exceptions Schedule 12.2 Seller’s Charity Care Policies Schedule 12.3 Core Services Schedule 12.4 Capital Expenditures Schedule 12.12 Seller’s Supplier Diversity Program Schedule 12.17 Agreed Upon Procedures EXHIBITS Exhibit A Form of Assignment and Assumption Agreement Warrant Certificate Exhibit B Form Note PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made and entered into effective as of Quit Claim Deed with Covenant *Exhibit C Form June 10, 2010 (the “Effective Date”), by and among THE DETROIT MEDICAL CENTER, a Michigan nonprofit corporation (“DMC”), XXXXXX-XXXXXX HOSPITAL, a Michigan nonprofit corporation (“HHH”), DETROIT RECEIVING HOSPITAL AND UNIVERSITY HEALTH CENTER, a Michigan nonprofit corporation (“DRH”), CHILDREN’S HOSPITAL OF MICHIGAN, a Michigan nonprofit corporation (“CHM”), REHABILITATION INSTITUTE, INC., a Michigan nonprofit corporation (“RIM”), SINAI HOSPITAL OF GREATER DETROIT, a Michigan nonprofit corporation (“SHGD”), HURON VALLEY HOSPITAL, INC., a Michigan nonprofit corporation (“HVH”), DETROIT MEDICAL CENTER COOPERATIVE SERVICES, a Michigan nonprofit corporation (“DMCCS”), DMC ORTHOPEDIC BILLING ASSOCIATES, LLC, a Michigan limited liability company (“DMCOBA”), METRO TPA SERVICES, INC., a Michigan corporation (“MTPAS”), MICHIGAN MOBILE PET CT, LLC, a Michigan limited liability company (“MMPET”) (DMC, HHH, DRH, CHM, RIM, SHGD, HVH, DMCCS, DMCOBA, MTPAS and MMPET are referred to herein individually as a “Seller” or collectively, as “Seller”), VHS OF MICHIGAN, INC., a Delaware corporation (“VHS of Certain Lease Terms *Exhibit C-1 List Michigan”), VHS XXXXXX-XXXXXX HOSPITAL, INC., a Delaware corporation (“VHS HHH”), VHS DETROIT RECEIVING HOSPITAL, INC., a Delaware corporation (“VHS DRH”), VHS CHILDREN’S HOSPITAL OF MICHIGAN, INC., a Delaware corporation, (“VHS CH”), VHS REHABILITATION INSTITUTE OF MICHIGAN, INC., a Delaware corporation (“VHS RI”), VHS SINAI-GRACE HOSPITAL, INC., a Delaware corporation (“VHS SGR”), VHS HURON VALLEY-SINAI HOSPITAL, INC., a Delaware corporation (“VHS HV”), VHS DETROIT BUSINESSES, INC., a Delaware corporation (“VHS DB”), VHS DETROIT VENTURES, INC., a Delaware corporation (“VHS JV”) (VHS of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of SellerMichigan, Licensee VHS HHH, VHS DRH, VHS CH, VHS RI, VHS SGR, VHS HV, VHS DB and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of SellerVHS JV are referred to herein individually as a “Buyer” or collectively, Licensee as “Buyer”), and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filedVANGUARD HEALTH SYSTEMS, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONINC., a Delaware corporation (“Vanguard”).
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Samples: Purchase and Sale Agreement (Vanguard Health Systems Inc)
LIST OF SCHEDULES AND EXHIBITS. iv LIST OF SCHEDULES AND EXHIBITS Exhibit 1 Definitions Schedule 1.1(aA Membership Interests Schedule 3(c)(iii) Description Allocation of Seller Real Estate Purchase Price Exhibit 3(e)(i)(E) Form of Opinion of Counsel to the Members Schedule 1.1(b3(e)(i)(G) List Estoppel Certificates Exhibit 3(e)(i)(I) Form of Proprietary Rights Non-Imputation Affidavit Exhibit 3(e)(ii)(D) Form of Opinion of Counsel to SFX Schedule 1.1(c5(b) List Performance of Tangible Personal Property Agreements Schedule 1.1(d7(a) List of Vehicles Jurisdictions Qualified Schedule 1.1(e7(b) List of Telephone NumbersOutstanding Securities and Commitments Schedule 7(c) Crown Arena Organization Chart and Liens Schedule 7(e) Violations, Etc. Conflicts and Required Consents Schedule 1.1(g7(g) List of Financial Statements Schedule 7(h) Outstanding Financial Liabilities Schedule 7(i) Material Operating Contracts Changes in Operations Schedule 1.1(h7(k) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Environmental Law Violations Schedule 1.1(i7(k)(ii) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Material Environmental Permits Schedule 1.2(c7(l) List of Excluded Assets Insurance Policies and Unresolved Claims Thereunder Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of 7(m) Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii7(n) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List 7(o) Compliance and Governmental Authorizations of Subsidiaries the Companies Schedule 5.27 Product Liability Claims 7(p) Employee Benefit Plans Schedule 5.28 List of Insurance 7(q) Employee Information Schedule 5.30 CGSA Maps 7(r) Tax Returns Not Filed Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 7(t) Exceptions to Purchaser's Qualifications Title Schedule 6.5(a7(v) Due Diligence Letters Transactions with Affiliates Schedule 15.19 Key Employees *Exhibit A Form 7(w) Real Property Schedule 9(c) Violations and Conflicts Schedule 9(e) Compliance and Governmental Authorizations of Assignment SFX Schedule 9(k) Documents Provided to SFX and Assumption Agreement Exhibit B Form Acquisition Sub Schedule 12(e) Release of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not Guaranties Schedule 12(o) Agreements to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONbe Terminated
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Samples: Membership Interest Purchase Agreement (SFX Entertainment Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Exhibit A-1: Legal Description – Live Oak Property Exhibit A-2: Legal Description – Tides Property Exhibit A-3: Legal Description – Tides Vacant Land Property Exhibit A-4: Legal Description – Cherry Grove Property Exhibit A-5: Legal Description – Brunswick Point Property Exhibit A-6: Legal Description – Creekside Property Exhibit A-7: Legal Description – Xxxxxx Farms Property Exhibit A-8: Legal Description – Hartshire Property Exhibit A-9: Legal Description – Kensington Property Exhibit A-10: Legal Description – Riverchase Property Exhibit B-1: Loan Documents – Hartshire Seller Exhibit B-2: Loan Documents – Brunswick Point Seller Exhibit B-3: Loan Documents – Creekside Seller Exhibit C: Defeased Loans Exhibit D-1: Deed – Brunswick Point Exhibit D-2: Deed – Cherry Grove Exhibit D-3: Deed - Creekside Exhibit D-4: Deed – Live Oak Exhibit D-5: Deed – Tides and Tides Vacant Land Exhibit E: Original Assignment of Seller Real Estate Schedule 1.1(b) List Leases Exhibit F: Original Assignment of Proprietary Rights Schedule 1.1(c) List Contracts Exhibit G: Original Xxxx of Tangible Sale Exhibit H: Due Diligence Items Exhibit I: Inventory of Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A J: Intentionally Omitted Exhibit K: Form of Assignment and Assumption Agreement of Limited Liability Company Interest Exhibit B L: Form of Quit Claim Deed with Covenant *Survey Affidavit of No Change Exhibit C M: Form of Certain Lease Terms *Non-Imputation Affidavit Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D N: Form of Post Closing Escrow Agreement Exhibit E Form Auditor Representation Letter Schedule 1: Selling Entities and Real Property Schedule 4.9(c): Transfer/Documentary Stamp Tax, Title Premium and Search and Exam Fee Allocations Schedule 5.1(c): Live Oak Repairs Schedule 5.9(b): IN/OH Property Owner’s Organizational Documents Schedule 5.9(h): Pending Litigation Schedule 5.9(k)-1: Rent Roll Schedule 5.9(k)-2: Arrearage Report Schedule 5.9(l): Property Contracts (iii) PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of Closing Certificates the 3rd day of September, 2017 (the “Effective Date”), by and between THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, each a Delaware limited liability company, with an address c/o Hamilton Point Investments LLC, 0 Xxxxxxx Xxxx, Old Lyme, Connecticut 06371 (individually and collectively as the context may require, “Property Seller”), Licensee HPI REAL ESTATE OPPORTUNITY FUND III, LLC, a Delaware limited liability company, with an address c/o Hamilton Point Investments LLC, 0 Xxxxxxx Xxxx, Old Lyme, Connecticut 06371 (“Entity Seller” and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of collectively with the Property Seller as the context may require, “Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller”) and INDEPENDENCE REALTY OPERATING PARTNERSHIP, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed LP, a Delaware limited partnership, with this Report. Remaining schedules and exhibits have not been filedan address c/o Independence Realty Trust, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONTwo Liberty Place, 00 X. 00xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000 (“Buyer”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Independence Realty Trust, Inc.)
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(a3.1(c) Description of Seller Real Estate Company's Funded Indebtedness Schedule 1.1(b4.1 Foreign Jurisdictions Where Company is Qualified to do Business Schedule 4.3 Company Subsidiaries Schedule 4.4 Government Approvals, Notice and Filings Schedule 4.5(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, PermitsRegistrations, Consents, Approvals etc., with or to Governmental Authority Schedule 4.5(c) Required Consents, Waiver, etc., with or to Business Agreement Parties or Terminations of same Schedule 4.6 Shareholder Ledger Schedule 4.7 Financial Statements Schedule 4.8 No Undisclosed Liabilities Schedule 4.9(a) Exceptions to Normal Course of Business Schedule 4.9(b) Major Transactions or Commitments Schedule 4.10 Exceptions to Tax Return Representations; Joint Venture, Partnerships, etc., in which Company is a party Schedule 4.12(b) Leases and Other Contracts Schedule 4.12(e) Leases in Excess of $10,000 Schedule 4.12(f) Assets Not Located on the Facilities Schedule 4.12(g) Exceptions to Fitness of Assets Schedule 4.12(h) Required Consents of Other Parties re Leases Schedule 4.13(a) Patents, Marks and Copyrights Schedule 4.13(b) Notices of Improper Use of Patents, Marks and Copyrights Schedule 5.4 List 4.13(c) Royalties and Exceptions to Exclusive Ownership re Intellectual Property Schedule 4.13(d) Material Restrictions on Use of Certain Encumbrances Intellectual Property Schedule 5.6 List 4.15 Contracts Schedule 4.16 Status of Contracts Schedule 4.17(a) Employee Benefit Plans Schedule 4.17(c) Exceptions to Employee Benefit Plans and Material Liabilities under ERISA Schedule 4.17(d) Reports and Disclosures to be filed with respect to Employee Benefit Plans Schedule 4.17(e) Payments Due with respect to Employee Benefit Plans Schedule 4.17(g) Pension Plans subject to Title IV of ERISA Schedule 4.17(h) Multiemployer Plan Schedule 4.17(i) Post Retirement Benefit Plans Schedule 4.17(j) Compliance with COBRA Schedule 4.17(k) Accelerations of Employee Benefit Plans Schedule 4.17(l) Unfunded Liabilities Under Pension Plan Schedule 4.17(m) Pending and Threatened Litigation Employee Claims under Benefit Plans Schedule 5.7 Description of Certain 4.18 Labor Matters Schedule 5.8 Description 4.19 Environmental Matters Schedule 4.19(g) Hazardous Substances (Treatment and/or Storage) Schedule 4.20 Permits and Licenses Schedule 4.22 Related Party Agreements -v- Schedule 4.23 Employee Agreements Schedule 4.24 Litigation Schedule 4.25 Insurance Schedule 4.26 Product Liability and Recalls Schedule 4.29 Bank Accounts Schedule 4.30 Powers of Attorney, Guarantees Schedule 4.32 Absence of Certain Tax Matters Business Practices Schedule 5.9 Description 4.33 Corporate Records Schedule 4.35 Dividends and Distributions since June 30, 2005 Schedule 4.36 Employees Schedule 5.3 Government Approval, Notice and Filing with respect to Parent Guaranty Schedule 5.4(b) Required Registrations, Consents, etc., with or to Governmental Authority with respect to Parent Guaranty Schedule 5.4(c) Required Consents, Waiver, etc., with or to Business Agreement Parties or Terminations of Certain Employee Benefits same with respect to Parent Guaranty Schedule 5.11 List 7.7 Allocation of Financial Statements and Certain Liabilities Merger Consideration Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *8.3 Required Consents EXHIBITS Exhibit A Form Certificate of Assignment and Assumption Agreement Merger Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit C Employment Agreement Exhibit D Non-Competition and Non-Solicitation Agreement Exhibit E Form Parent Guaranty AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of Closing Certificates August 26, 2005, by and among Automatic Rain Company, a California corporation (the “Company”), Horizon Distributors, Inc., a Delaware corporation (“Buyer”), and the shareholders of Sellerthe Company that are signatories hereto (the “Shareholder Parties”). Buyer, Licensee the Company and the Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not Parties are sometimes collectively referred to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but as the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION“Parties.”
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a1.5 Directors and Officers after the Merger Schedule 2.5 Capitalization of Parent Schedule 2.11 Employees of the Company Schedule 2.12 Tax Free Reorganization Letter Schedule 3.1 Foreign Corporation Jurisdictions of the Company Schedule 3.4 Capitalization of the Company Schedule 3.5 Stockholders of the Company Schedule 3.6 No Violation Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.11(a) Description Indebtedness of Seller the Company Schedule 3.11(b) Deposit Accounts of the Company Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14 Real Estate Schedule 1.1(b3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Plans Schedule 3.18(b) List of Proprietary Rights Compliance with Laws-- Employee Benefit Plans Schedule 1.1(c) List of Tangible Personal Property 3.19 Insurance Coverage Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements 3.22 Licenses and Permits Schedule 1.2(c) List of Excluded Assets 3.23 Affiliated Transactions Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights 3.24 Intellectual Property Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other 3.25 Material Contracts Schedule 5.25 List 3.27 Non-Accredited Investors Schedule 3.29 Pooling Restrictions Schedule 5.12A Employment Agreement of Subsidiaries Stewxxx Xxxedule 5.12B Employment Agreement of Lipton Schedule 5.27 Product Liability Claims 5.18(A) Ratification of Escrow Agreement Schedule 5.28 List 5.18(B) Execution of Insurance Tax Letter Agreement Schedule 5.30 CGSA Maps 6.4 Matters on Opinion Letter from the Company's Counsel for Parent Schedule 5.31 Network Diagram and Description 6.8 Form of Affiliate Letter Schedule 5.32 System Information Updates 6.14 Resignations Schedule 5.33 List of Related Transactions 7.6 Matters on Opinion Letter from Parent's Counsel for Stockholders Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *7.7 Affiliate Loan Exhibit A Form Allocation of Assignment and Assumption Agreement Aggregate Consideration Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONAgreement
Appears in 1 contract
Samples: 1 Agreement (Advance Paradigm Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(aSCHEDULES --------- SCHEDULE 1.1 - Banks SCHEDULE 1.2 - Commerce Accounts Receivable Agreements SCHEDULE 1.3 - Commerce Accounts Receivable Guaranties SCHEDULE 1.4 - Commerce Subsidiaries SCHEDULE 1.5 - Non-Guarantor Subsidiaries SCHEDULE 5.2 - Subsidiaries; Shares owned by the Commerce Companies SCHEDULE 5.6 - Chief Executive Offices and Mailing Addresses of the Company and each of the Commerce Subsidiaries SCHEDULE 5.9 - Locations of Commerce Companies SCHEDULE 5.11 - Litigation SCHEDULE 5.12 - Defaults SCHEDULE 5.13 - Taxes SCHEDULE 5.20 - Intellectual Property SCHEDULE 5.22 - Environmental Matters SCHEDULE 8.22 - Post-Closing UCC Search Jurisdictions SCHEDULE 9.1 - Capitalized Leases; Indebtedness SCHEDULE 9.2(a) Description - Existing Liens EXHIBITS -------- EXHIBIT A - Note EXHIBIT B - Loan Request EXHIBIT C - Opinion of Seller Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone NumbersXxxxx, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of LicensesDay, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Xxxxxx & Xxxxx EXHIBIT D - Compliance Certificate EXHIBIT E - Assignment and Assumption Agreement Exhibit B Form Acceptance EXHIBIT F - Guaranty REVOLVING CREDIT AND TERM LOAN AGREEMENT --------- ------ --- ---- ---- --------- This REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of Quit Claim Deed with Covenant *Exhibit C Form the 30th day of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of SellerSeptember, Licensee 1996, by and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Selleramong STERLING COMMERCE, Licensee INC., a Delaware corporation (the "Company"), THE FIRST NATIONAL BANK OF BOSTON, a national banking association ("FNBB) and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules the other lending institutions listed on Schedule 1.1 -------- --- hereto, and exhibits have not been filedTHE FIRST NATIONAL BANK OF BOSTON, but as agent for itself and such other lending institutions (the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION"Agent").
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Sterling Commerce Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a2.6(a) Description of Seller Real Estate – Estimated Expected Closing Date Working Capital Schedule 1.1(b2.7 – Closing Statement Procedures Schedule 3.1 – Organization, Subsidiaries, Jurisdictions Schedule 3.3(a) List of Proprietary Rights – Capital Structure Schedule 1.1(c3.4 – Consents Schedule 3.5 – Financial Statements Schedule 3.7 – No Changes Schedule 3.8(b) List of Tangible Personal Property – Tax Records Schedule 1.1(d3.8(d) List of Vehicles – Audits; Examination Schedule 1.1(e3.8(e) List of Telephone Numbers, Etc. – Obligations to indemnify lenders for taxes Schedule 1.1(g3.10 – Litigation Schedule 3.11(a) List of Material Operating Contracts – Compliance with Laws Schedule 1.1(h3.11(b) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and – Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain 3.12 – Labor Matters Schedule 5.8 Description 3.13 – Intellectual Property Schedule 3.13(k) – Content of Certain Tax Matters Databases Schedule 5.9 Description of Certain 3.14(a) – Employee Benefits Benefit Plans Schedule 5.11 List of Financial Statements and Certain Liabilities 3.14(d) – Contributions Schedule 5.11(iii3.14(f) List of Certain Financial Matters – Employees Schedule 5.12 List of Certain Developments 3.14(g) – Obligations under Bonus Plans Schedule 5.13 List of RSA 2 Proprietary Rights 3.14(h) – Severance Obligations Schedule 5.15 List of RSA 2 Contracts 3.16 – Bank Accounts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other 3.17 – Material Contracts Schedule 5.25 List of Subsidiaries 3.17(c) – Contractual Obligations Assumed Schedule 5.27 Product Liability 3.19 – Insurance Policies and Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related 3.20 – Affiliate Transactions Schedule 5.34 List 3.22 – Transferred Assets Schedule 5.3(a) – Consents under Contracts Schedule 5.3(b) – Consents under Permits Schedule 5.4 – Operations Prior to Closing Date Schedule 6.9 – Cuban Assets Schedule 6.10 – Cap of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Spun-Off Database Elements Exhibit A – Form of Assignment and Assumption Non-Competition Agreement Exhibit B – Deliverables under local law Exhibit C – Promissory Note Exhibit D – Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Transition Services Agreement Exhibit E – Form of Closing Certificates of Seller, Licensee and Shareholder *Argentine Counsel Opinion Exhibit F – Form of Xxxx of Sale Dutch Counsel Opinion Exhibit G – Form of Seller's Section 1445 Affidavit *NY Counsel Opinion Exhibit H Form – Transfer of Agreement Not To Compete Title of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Certain Assets Exhibit I Form – Forms of Opinion Employee Transfer Documents STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 25th day of August, 2008, by and among X.X. Xx Xxxxxx, a sociedad anónima organized under the laws of Argentina (“SALN”), Hispanoamerican Educational Investments BV, a corporation organized under the laws of Holland (“HEI”) (SALN and HEI may be herein referred to as a “Seller” and, collectively, the “Sellers' Corporate Counsel Exhibit J Form ”), Xxxxxx.xxx, LLC, a Delaware limited liability company (the “Buyer”), MercadoLibre, Inc. a Delaware corporation (the “Guarantor”) (but solely with respect to Section 8.4), XxXxxxxx.xxx de Argentina S.A., a sociedad anónima organized under the laws of Opinion Argentina (“DR Argentina”), XxXxxxxx.xxx Chile S.A., a sociedad anónima organized under the laws of Sellers' FCC Counsel Exhibit K Form Chile (“DR Chile”), Interactivos y Digitales México S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Opinion Mexico (“ID Mexico”) and Compañía de Negocios Interactiva de Colombia E.U., a empresa unipersonal organized under the laws of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed Colombia (“CNI Colombia” and together with this ReportDR Argentina, DR Chile and ID Mexico, collectively, the “Companies” and each individually, a “Company”). Remaining schedules The Sellers and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item Buyer are referred to collectively herein as the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION“Parties” and each individually as a “Party.”
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a2.1(a) Description of Seller - Cash and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 1.1(b2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) List - Articles of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents Incorporation and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Bylaws Schedule 5.3 List of - Seller and Shareholder Required Filings, Permits, Consents, Approvals Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Notices Obligations Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation 5.6(b) - Warranties Schedule 5.7 Description of Certain - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8 Description 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 5.9 Description of Certain Employee Benefits 6.3(i) - Bonuses and Dividends Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii6.3(ii) List of Certain Financial - Securities Matters Schedule 5.12 List of Certain Developments 6.3(vii) - Expenditures Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *12.2 - Expenses Borne by the Shareholders Exhibit A Form of Assignment and Assumption - Escrow Agreement Exhibit B Form of Quit Claim Deed with Covenant *- Bill xx Sale Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *- Purchaser's Representations Exhibit D Form of Post Closing Escrow Agreement - Seller's and Shareholders' Representations Exhibit E Form - Executive Employment Agreements Exhibit F - Opinion of Closing Certificates Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Licensee Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, Licensee its successors and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules assigns, and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item inure to the Commission upon requestbenefit of AVTEAM Sub and its successors and assigns. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONThis Bill xx Sale shall be governed by the laws of the State of Florida.
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LIST OF SCHEDULES AND EXHIBITS. Schedules: Schedule 1.1(a1 Schedule of Definitions Schedule 2(a) Description Schedule of Seller Real Estate Equipment Schedule 1.1(b2(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n2(e) List Schedule of Computer Software Intellectual Property Schedule 1.1(o4(a)(1) List Schedule of Easements and Prepaid Contracts Schedule 7(b)(4)(B) Definition of Gross Profit Schedule 7(c) Purchase Price Allocation Schedule 9(e) Schedule of Required Consents Schedule 9(h) Schedule of Conditions Schedule 9(n) Schedule of Employees Schedule 9(o) Schedule of Environmental Matters Schedule 9(r) Schedule of Warranties Schedule 9(s) Schedule of Affiliated Transactions Schedule 9(t) Schedule of Permits Schedule 1.2(c9(u) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Policies Schedule 5.30 CGSA Maps 9(v) Schedule 5.31 Network Diagram of Claims and Description Legal Proceedings Schedule 5.32 System Information Updates 9(x) Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Significant Customers and Significant Suppliers Exhibits: Exhibit A Form of Xxxx of Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit B C-1 Form of Quit Claim Deed with Covenant *Convertible Note Exhibit C C-2 Form of Certain Lease Terms *Secured Note Exhibit C-1 List C-3 Form of Leases *Exhibit C-2 Rockland Lease Amendment *Contingent Note Exhibit D Form of Post Closing Escrow Security Agreement Exhibit E E-1 Form of Closing Certificates Employee Offer Letter Exhibit E-2 Form of Seller, Licensee and Shareholder *Key Employee Employment Agreements Exhibit F Form of Xxxx of Sale Noncompetition, Nonsolicitation and Nondisclosure Agreement Exhibit G Form of Seller's Section 1445 Affidavit *Management Agreement Exhibit H Form Copy of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx ATS 2005 Stock Incentive Plan Exhibit I Form of Opinion of Sellers' Corporate Counsel Axon Contract Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of PurchaserSeller's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONLegal Opinion
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tonerserv Corp.)
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Description of Seller Real Estate Fixed Assets Schedule 1.1(b1.1(f) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Licenses and Permits Schedule 1.1(g) List of Material Operating Contracts Deposits and Other Rights Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, 2.4 Estimated Closing Balance Sheet Schedule 2.4-A Purchase Price Adjustments Schedule 3.2 Key Employees Schedule 4.1 States in which Seller is Qualified to do business Schedule 4.2 Seller's Directors and Officers Schedule 4.3 Exceptions to Title Schedule 4.4 Consents Schedule 4.8 Financial Information Schedule 4.9 Purchased Assets owned or held by Persons other than Seller Schedule 4.11A Trade Payables and Approvals Schedule 1.1(i) Categories of Pre-Paid Accrued Expenses Schedule 1.1(l) Categories 4.11B Other Debts, Obligations, Guaranties and Aggregate Value of Inventory Liabilities Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain 4.12 Tax Matters Schedule 5.9 Description of Certain Employee Benefits 4.14 Accounts Receivable Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other 4.15 Material Contracts Schedule 5.25 4.15A Descriptions of oral Material Contracts Schedule 4.15B Breaches or Defaults of Material Contracts Schedule 4.16 Material Leases Schedule 4.17 Clients and Primary Clients Schedule 4.18 Employees and Consultants Schedule 4.19 Intellectual Property Assets Schedule 4.20 Internet Presence Schedule 4.21 Year 2000 Compliance Schedule 4.22 Benefit Plans and List of Subsidiaries Accrued Vacation Obligations Schedule 5.27 Product Liability Claims 4.24 Litigation Schedule 5.28 List of 4.25 Insurance Schedule 5.30 CGSA Maps 4.26 Immigration Matters Schedule 5.31 Network Diagram and Description 4.28 Material Changes Schedule 5.32 System Information Updates 4.29 Certain Arrangements Schedule 5.33 List 4.30 Bank Accounts Exhibit 1.3(a) Form of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(aBill xx Sale Exhibit 1.3(b) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing 2.3 Indemnity Escrow Agreement Exhibit E 3.2 Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Employee Agreement Exhibits 3.4 Form of Xxxx of Sale Noncompetition Agreement Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I 7.5(h) Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of PurchaserSeller's, Shareholder's Closing Certificate Exhibit M Form of Opinion of Purchaserand EPS's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONCounsel
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Description of Seller Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories Vehicles Schedule 1.2 Excluded Assets Schedule 2.3(e) Additional Liabilities Schedule 2.4 Allocation of Purchase Price Schedule 3.1 Foreign Qualification Schedule 3.2 Officers and Aggregate Value of Inventory Directors Schedule 1.1(n) List of Computer Software 3.4 Consents Schedule 1.1(o) List of Easements 3.5 Capitalization Schedule 3.6 Compliance with Laws Schedule 3.7 Licenses and Permits Schedule 1.2(c3.8 Seller 1999 Audited Financial Statements Schedule 3.8(c) List of Excluded Adjustments to 1999 EBITDA Schedule 3.10 Deposits Schedule 3.13 Fixed Assets Schedule 1.3 List of Shareholder Assets, Properties, 3.14 Accounts Receivable Schedule 3.15 Bank Accounts Schedule 3.16 Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights 3.17(a) Intellectual Property Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices 3.17(b) Y2K Compliance Schedule 5.4 List of Certain Encumbrances 3.18 Lease Property Disclosures Schedule 5.6 List of Pending and Threatened Litigation 3.19 Litigation; Judgments Schedule 5.7 Description of Certain Labor 3.20 Insurance Schedule 3.21 Benefit Plans Schedule 3.21(g) Accrued Vacation Schedule 3.22 Immigration Matters Schedule 5.8 Description of Certain Tax 3.24 Material Changes Schedule 3.25 Related Party Transactions Schedule 3.26 Environmental Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii3.27(a) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Labor Relations Schedule 3.27(b) Employee Claims Exhibit 2.1 Escrow Agreement Exhibit 5.2 Non-Disclosure Agreement Exhibit 5.5A-1 GWI Noncompetition Agreement Exhibit 5.5A-2 GEM Noncompetition Agreement Exhibit 5.5B-1 Stockholder of GWI Noncompetition Agreement Exhibit 5.5B-2 Stockholder of GEM Noncompetition Agreement Exhibit 5.6A Xxxxxx Employment Agreements Schedule 5.20 List Agreement Exhibit 5.6B Alzadeh Employment Agreement Exhibit 5.8 Press Release Exhibit 7.4(d)-1 Xxxx of RSA 2 Licenses Schedule 5.22 List Sale of Other Material Contracts Schedule 5.25 List GWI Exhibit 7.4(d)-2 Xxxx of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List Sale of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *GEM Exhibit A Form of 7.4(e)-1 Assignment and Assumption Agreement of GWI Exhibit B Form 7.4(e)-2 Assignment and Assumption Agreement of Quit Claim Deed with Covenant *GEM Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form 7.4(h) Opinion of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of SellersStockholders' Corporate Counsel Exhibit J Form of Opinion of Sellers7.4(n) Software License Agreement Exhibit 7.10 New Real Property Lease Exhibit 2.2 Final Version ASSET PURCHASE AGREEMENT W I T N E S S E T H: ARTICLE I PURCHASE AND SALE OF PURCHASED ASSETS ARTICLE II PURCHASE PRICE; ASSUMPTION OF LIABILITIES ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ARTICLE V ADDITIONAL COVENANTS ARTICLE VI INDEMNIFICATION ARTICLE VII CONDITIONS TO OBLIGATIONS OF THE PURCHASER TO CLOSE ARTICLE VIII CONDITIONS TO SELLER'S AND THE STOCKHOLDERS' FCC Counsel Exhibit K Form of Opinion of SellersOBLIGATIONS ARTICLE IX STOCKHOLDERS' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY REPRESENTATIVE ARTICLE X TERMINATION ARTICLE XI MISCELLANEOUS PROVISIONS LIST OF CERTAIN DEFINED TERMS TERM SECTIONSCHEDULES AND EXHIBITS
Appears in 1 contract
Samples: Asset Purchase Agreement (Euramax International PLC)
LIST OF SCHEDULES AND EXHIBITS. All Schedules to the Credit and Security Agreement: Schedule 1.1(a2.9 Existing Letters of Credit Schedule 4.1 Commercial Tort Claims Schedule 4.14(c) Description of Seller Real Estate Chief Executive Offices Schedule 1.1(b4.14(g) List of Proprietary Rights Lockboxes; Bank Accounts Schedule 1.1(c4.14(j) List of Tangible Personal Property Securities Accounts Schedule 1.1(d5.2 Incorporation/Organization/Qualification Schedule 5.3 Officers, Directors, Shareholders, Capitalization Schedule 5.5 XXXXX/Tax Returns Schedule 5.7 Corporate Names Schedule 5.8 O.S.H.A. and Environmental Compliance Schedule 5.9(b) List of Vehicles Litigation Schedule 1.1(e) List of Telephone Numbers5.10 ERISA Plans Schedule 5.11 Patents, Etc. Trademarks, Copyrights and Licenses Schedule 1.1(g) List of Material Operating 5.15 Labor Contracts Schedule 1.1(h) List 5.22 Business Activities Schedule 5.23 Locations Schedule 5.25 Material Business Agreements Schedule 6.7 UK Pensions Regulator Schedule 7.1 Sale of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of 7.2 Permitted Encumbrances Schedule 5.16(k) Description 7.3 Permitted Guarantees Schedule 7.4 Permitted Investments Schedule 7.5 Extensions of Certain Real Estate Matters Affecting Seller Real Estate Credit Schedule 7.8 Permitted Indebtedness All Exhibits to the Credit and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Security Agreement: Exhibit A Closing Agenda Exhibit B Form of Revolving Note Exhibit C Form of Revolving Advance Request for Euro-Rate Loans Exhibit D Form of Borrowing Base Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Financial Condition Certificate Exhibit G-1 Form of Landlord Waiver Exhibit G-2 Form of Processor/Bailee Waiver Exhibit G-3 Form of Mortgagee Waiver Exhibit G-4 Form of Consignee Waiver Exhibit H Projections Exhibit I Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Borrower Joinder Agreement Exhibit K Form of Opinion Guarantor Joinder Agreement This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), is dated as of Sellers' State Regulatory Counsel Exhibit L Form December 1, 2011, by and among STONERIDGE, INC., an Ohio corporation (the “Parent”), STONERIDGE ELECTRONICS, INC., a Texas corporation (“Electronics”), STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Controls”), and such other Persons as are from time to time parties hereto as Borrowers, other Persons as are from time to time parties hereto, as Guarantors, the financial institutions which are now or which hereafter become a party to this Agreement (the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as Lead Arranger, an Issuer (as hereinafter defined), Agent and collateral agent (the “Agent”). IN CONSIDERATION of Purchaser's Closing Certificate Exhibit M Form the mutual covenants and undertakings herein contained, the receipt and sufficiency of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules which are hereby acknowledged, the Loan Parties (as hereinafter defined), the Lenders, the Issuer and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONAgent hereby agree as follows:
Appears in 1 contract
Samples: Credit and Security (Stoneridge Inc)
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES: Schedule 1.1(a1.1(A) Description Permitted Liens Schedule 1.1(B) Retention Bonus Letter Agreements Schedule 1.1(C) Loan Receivables Schedule 3.3 Defaults or Conflicts Schedule 3.4 Financial Statements Schedule 3.4(c) Indebtedness Schedule 3.5 Undisclosed Liabilities Schedule 3.6 Absence of Seller Certain Changes or Events Schedule 3.7 Capitalization; Subsidiaries Schedule 3.7(c) Voting Company Debt Schedule 3.7(d) Other Equity Schedule 3.8 No Consents Schedule 3.9 Permits Schedule 3.10 Litigation Schedule 3.11 Material Contracts Schedule 3.12 Real Estate Property Interests Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal 3.13 Intellectual Property Schedule 1.1(d) List of Vehicles 3.14 Environmental Compliance Schedule 1.1(e) List of Telephone Numbers, Etc. 3.15 Taxes Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain 3.16 Employee Benefits Schedule 5.11 List 3.17 Employment Matters Schedule 3.19 Compliance with Laws Schedule 3.21 Carriers Schedule 3.22 Customers Schedule 3.23 Agents Schedule 3.24 Officers and Directors Schedule 3.25 Related Party Transactions Schedule 3.26 Sufficiency of Financial Statements and Certain Liabilities Assets Schedule 5.11(iii6.2 Intercompany Arrangements Schedule 6.5 Company Assumed Benefit Plans Schedule 6.11 Schedule 6.12(a)(ii)(A) List Schedule 6.12(a)(ii)(B) Schedule 6.14(b) Resignations of Certain Financial Matters Officers and Directors Restricted Customers Restricted Customer Lanes Non-Restricted Hub Employees Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 6.16(c) Shared Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *EXHIBITS: Exhibit A Form of Transition Services Agreement Exhibit B Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *– Retention Bonus Letter Agreements Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Purchase Price Allocation Schedule Exhibit D Form of Post Closing Escrow Agreement Bank Release Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx Press Release Jillamy Incentive Commission Calculation Example PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is dated as of Sale Exhibit G Form of August 31, 2018, by and among Hub Group, Inc., a Delaware corporation (“Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller”), Licensee Mode Transportation, LLC, a Delaware limited liability company (the “Company”), and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Mode Purchaser's Closing Certificate Exhibit M Form of Opinion of , Inc., a Delaware corporation (“Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report”). Remaining schedules and exhibits have not been filedExcept as otherwise indicated herein, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONcapitalized terms used herein are defined in Article I.
Appears in 1 contract
Samples: Purchase Agreement
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES --------- Schedule 1.1(a2.04 Statement of Net Worth Mechanics Schedule 2.06(a)(1) Description Incentive Compensation Mechanics Schedule 2.06(a)(2) Incentive Employees Schedule 2.06(b) Integration Incentive Compensation Mechanics Schedule 3.03 Ownership of Seller Cotton Equity Interests Schedule 4.01(a) Qualifications to Conduct Business Schedule 4.01(c) Officers and Directors of the Corporation Schedule 4.03 Other Claims Schedule 4.04 Conflicts Schedule 4.05 Required Consents Schedule 4.07 Financial Statements Schedule 4.09(a) Real Estate Property Schedule 1.1(b4.09(c) List of Proprietary Rights Permitted Liens Schedule 1.1(c4.10(a) List of Tangible Personal Property Schedule 1.1(d4.10(b) List of Vehicles Property Held at Other Locations Schedule 1.1(e4.10(d) List of Telephone Numbers, Etc. Personal Property Leases Schedule 1.1(g4.11 Indebtedness Schedule 4.12(b) List of Material Operating Contracts Intellectual Property Schedule 1.1(h4.12(c) List of Licenses, Certificates, Franchises, Permits, Consents Obligations Related to Intellectual Property Schedule 4.13 Litigation Schedule 4.14(a) Employees Schedule 4.15(a)(i) Employee Benefit Plans Schedule 4.18 Bank Accounts Schedule 4.19(b) Exceptions to Compliance with Environmental Laws Schedule 4.20 Cotton Authorizations Schedule 4.21 Insurance Policies Schedule 4.22 Major Suppliers and Approvals Customers Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, 4.23 Contracts and Rights Commitments Schedule 1.4 List 4.25 Absence of Licensee Assets, Properties, Contracts and Rights Changes Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices 4.26(a) Owner Notes Receivable Schedule 5.4 List of Certain Encumbrances 4.26(b) Accounts Receivable Schedule 5.6 List of Pending and Threatened Litigation 4.27(b) Tax Returns Schedule 5.7 Description of Certain Labor Matters 4.27(c) Tax Deficiencies Schedule 5.8 Description of Certain 4.27(d) Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Sharing Agreements Schedule 5.20 List 4.27(e) Tax Election Adjustments Schedule 5.05 Capitalization of RSA 2 Licenses Purchaser Schedule 5.22 List 5.07 Financial Condition of Other Material Contracts Purchaser Schedule 5.25 List of Subsidiaries 6.13 Spin-Off Agreement Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser12.11(a) Seller's Qualifications Schedule 6.5(aKnowledge LIST OF SCHEDULES AND EXHIBITS ------------------------------ (CONTINUED) Due Diligence Letters Schedule 15.19 Key Employees *EXHIBITS -------- Exhibit A Form of Assignment and Assumption Agreement Cotton Group Companies Exhibit B Form of Quit Claim Deed with Covenant *Purchase Price Allocation Among Sellers Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Seller Note Exhibit D Form of Post Closing Escrow Agreement Tax Reimbursement Note Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Escrow Agreement Exhibit F Form of Xxxx of Sale Registration Rights Agreement Exhibit G Form of Seller's Section 1445 Affidavit *Non-Competition Agreement Exhibit H Form of Employment Agreement Not To Compete STOCK AND LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT This STOCK AND LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), is made and entered into as of SellerSeptember 1, Licensee 2006, by and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of among --------- CHARYS HOLDING COMPANY, INC., a Delaware corporation ("Purchaser"), COTTON --------- HOLDINGS 1, INC., a Delaware corporation (the "Cotton Holdings"), COTTON --------------- COMMERCIAL USA, LP, a Texas limited partnership ("Cotton Commercial"), COTTON ----------------- RESTORATION OF CENTRAL TEXAS, LP, a Texas limited partnership ("Cotton ------ Restoration"), Bryan Michalsky, Jaxxx Xxxxxx, Xxxxall Xxxxxxxx, Xarxx Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of ----------- xxx Xxxe Bell (collectixxxx, xxx "Cotton Holdings Sellers' Corporate Counsel Exhibit J Form of Opinion of "), Chad Weigman and ----------------------- Blake Stansell (colxxxxxxxxx, xxx "Cotton Commercial Sellers' FCC Counsel Exhibit K Form of Opinion of ") and Johnny --------------------------- Slaughter and Russell Xxxxx (xollecxxxxxx, xxx "Cotton Restoration Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed " and, -------------------------- together with this Reportthe Cotton Holdings Sellers and Cotton Commercial Sellers, the "Sellers"). Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION-------
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LIST OF SCHEDULES AND EXHIBITS. Schedule1.1P – Permitted Encumbrances Schedule 1.1(a3.1 – Shares in Subsidiaries, Which Are Owned by Sellers Schedule 3.1 – Organization and Authority Schedule 3.3(a) Description of Seller – Capital Structure Schedule 3.3(a) – Voting Trusts Schedule 3.4(iii) – Consents Schedule 3.5 – Financial Statements Schedule 3.7 – No Changes Schedule 3.7(n) – Dividends and Distributions Schedule 3.8(e) – Obligations to indemnify lenders for taxes Schedule 3.9(b) – Leased Real Estate Property Schedule 1.1(b3.9(c) List of Proprietary Rights Schedule 1.1(c) List of Tangible – Owned Personal Property Schedule 1.1(d3.9(d) List of Vehicles – Leased Personal Property Schedule 1.1(e3.9(f) List of Telephone Numbers, Etc. – Condemnation Proceedings Schedule 1.1(g3.10 – Litigation Schedule 3.11(b) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and – Permits Schedule 1.2(c3.13(a)(i) List of Excluded Assets – Intellectual Property Assets: Marks and Fictional Names Schedule 1.3 List of Shareholder 3.13(a)(ii) – Intellectual Property Assets, Properties, Contracts and : Internet Domain Names Schedule 3.13 (b)(ii) – Opposition or Cancellation Proceedings Schedule 3.13(b)(iii) – Rights in Intellectual Property: Intellectual Property Licenses (Licensee) Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights 3.13(b)(v) – Intellectual Property Employees Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices 3.14(a) – Employee Benefit Plans Schedule 5.4 List of Certain Encumbrances 3.14(a) – Contributions Schedule 5.6 List of Pending and Threatened Litigation 3.14(f) – Employees Schedule 5.7 Description of Certain Labor Matters 3.16 – Bank Accounts Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other 3.17 – Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability 3.19 – Insurance Policies and Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related 3.20 – Affiliate Transactions Schedule 5.34 List of Partnership Minutes *5.3(a) – Consents under Contracts Schedule 6.5 5.3(b) – Consents under Permits Schedule 5.4 – Operations Prior to Closing Date Schedule 6.4(a) – Dividend and Distribution Plan Schedule 6.4 – Workers Compensation Claims Schedule 6.9(b) – Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Non-Compete Exhibit A – Form of Assignment and Assumption Employment Agreement Exhibit B – Deliverables under local law Exhibit C – Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E D – Form of Closing Certificates Non-Disclosure Agreement Exhibit E – Certain Resolutions of Seller, Licensee and Shareholder *CMG Exhibit F Form – Integration Plan Questionnaire STOCK PURCHASE AGREEMENT (the “Agreement”), dated as of the 27th day of December, 2007, by and among 2050 CAPITAL GROUP INC., a Panama corporation, ABAX GROUP INC., a Panama corporation, GABINETE DE DISEÑO INDUSTRIAL INC., a Panama corporation, STAMFORD ONE GROUP LTD., a British Virgin Islands limited company, EO FINANCIAL GROUP INC., a Panama corporation, XXXX INVESTMENTS LTD., a British Virgin Islands limited company (“Xxxx”), CG INTERVENTURES INC., a Panama corporation, Xxxx Xxxxxx Xxxxxxxxx (“Xxxxxxxxx”), an individual, Xxxx Xxxxxx Xxxxxx (“Xxxxxx”), an individual, Xxxxxxx Xxxxx (“Xxxxx”), an individual, and Xxxxx Xxxxxx (“Caldas”), an individual (each, a “Seller” and collectively, the “Sellers”), CMG CLASSIFIED MEDIA GROUP, INC., a company organized under the laws of Sale Exhibit G Form the Republic of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of SellerPanama (“CMG”), Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filedMERCADOLIBRE, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONINC., a Delaware corporation (“Buyer”).
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LIST OF SCHEDULES AND EXHIBITS. iv DEFINITIONS........................................................................... i LIST OF SCHEDULES AND EXHIBITS Exhibit 1 Definitions Schedule 1.1(a2 Assets Exhibit 3(e)(i)(E) Description Form of Opinion of Counsel to the Seller Real Estate Schedule 1.1(b3(e)(i)(G) List Estoppel Certificates Exhibit 3(e)(i)(H) Form of Proprietary Rights amendment to the Management and Booking Agreement Exhibit 3(e)(ii)(D) Form of Opinion of Counsel to SFX Schedule 1.1(c7(c) List of Tangible Personal Violations, Conflicts and Required Consents Schedule 7(d) Financial Statements Schedule 7(e) Liabilities Schedule 7(f) Exceptions to Title to Assets Schedule 7(g) Intellectual Property Schedule 1.1(d7(h) List of Vehicles Licenses Schedule 1.1(e7(i) List of Telephone Numbers, Etc. Material Changes in Operations Schedule 1.1(g7(k) List of Material Operating Contracts Environmental Law Violations Schedule 1.1(h7(k)(ii) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Environmental Permits Schedule 1.2(c7(l) List of Excluded Assets Insurance Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of 7(m) Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii7(n) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List 7(o) Compliance and Governmental Authorizations of Subsidiaries the Seller Schedule 5.27 Product Liability Claims 7(p) Employee Information Schedule 5.28 List 7(r) Transactions with Affiliates Schedule 7(s) Real Property Schedule 9(c) Violations and Conflicts Schedule 9(e) Compliance and Governmental Authorizations of Insurance SFX Schedule 5.30 CGSA Maps 9(k) Documents Provided to SFX and Acquisition Sub Schedule 5.31 Network Diagram and Description 12(c)(iii) Multiemployer Plans Schedule 5.32 System Information Updates 12(e) Release of Guaranties Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions 12(o) Agreements to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Closing Certificate Exhibit M Form of Opinion of Purchaser's Counsel Exhibit N Form of Opinion of Purchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, but the Registrant shall supplementally furnish any such omitted item to the Commission upon request. 71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTIONbe Terminated
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