Common use of LIST OF SCHEDULES Clause in Contracts

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 Intellectual Property Schedule 5.11 Material Contracts Schedule 5.12(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) Labor Matters Schedule 5.14(a) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc., a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 1.1(d) Exclusions from Assumed Environmental Liabilities Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a5.5(a) Encumbrances Schedule 5.4(b)(i5.5(b)(i) Owned Real Property Schedule 5.4(b)(ii5.5(b)(ii) Leases Schedule 5.4(c)(i5.5(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii5.5(c)(ii) Easements Schedule 5.5 5.6 Financial Statements Schedule 5.6 5.7 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 5.8 Legal Proceedings; Outstanding Orders Schedule 5.8 5.9 Taxes Schedule 5.9 5.10 Intellectual Property Schedule 5.11 5.12 Material Contracts Schedule 5.12(a5.13(a) Employee Plans Schedule 5.12(c5.13(c) Reportable Events Schedule 5.12(d5.13(d) Employee Plan Contributions Schedule 5.12(i)(A5.13(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k5.13(k) Severance or Other Compensation Schedule 5.12(m5.13(m) Benefit Plans Schedule 5.13(a5.14(a) Labor Agreements Schedule 5.13(c5.14(b)(ii) Collective Bargaining Schedule 5.14(c) Labor Matters Schedule 5.14(a5.15(a) Environmental Matters Schedule 5.15(a5.16(a) Absence of Certain Changes or Events Schedule 5.16(a5.17(a) Regulatory Matters Schedule 5.17 5.18 Brokers Schedule 5.19(a5.20(a) Seller’s Insurance Schedule 5.20 5.21 Absence of Undisclosed Liabilities Schedule 5.21(a5.22(a) Sufficiency of Assets Schedule 5.21(b5.22(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC MDPU Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Massachusetts Acquisition, Inc., a Missouri Delaware corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects 2.2 Assumed Proceedings Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a5.5(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii5.5(b) Easements Schedule 5.5 5.6 Financial Statements Schedule 5.6 5.7 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 5.8 Legal Proceedings; Outstanding Orders Schedule 5.8 5.9 Taxes Schedule 5.9 5.10 Intellectual Property Schedule 5.11 5.12 Material Contracts Schedule 5.12(a5.13(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A5.13(j) Post-Retirement Welfare Benefits Schedule 5.12(k5.13(l) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a5.14(a) Labor Agreements Schedule 5.13(c5.14(b) Labor Matters Schedule 5.14(a5.14(c) Labor Complaints Schedule 5.15 Environmental Matters Schedule 5.15(a) 5.16 Absence of Certain Changes or Events Schedule 5.16(a) 5.17 Regulatory Matters Schedule 5.17 5.18 Brokers Schedule 5.19(a) 5.20 Seller’s Insurance Schedule 5.20 5.21 Absence of Undisclosed Liabilities Schedule 5.21(a5.22(a) Sufficiency of Assets Schedule 5.21(b5.22(b) Location .Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b6.2(c) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i6.7 Leased Assets Schedule 6.12(a) MPSC Application Renewal or Extension of Collective Bargaining Agreement Schedule 6.12(b) Early Renewal or Extension of Collective Bargaining Agreement PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th 15th day of DecemberFebruary, 20122006, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc.and NATIONAL GRID USA, a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporationDelaware corporation (“Buyer”). Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.

LIST OF SCHEDULES. The Schedules of the Other Merger Agreement and this Agreement shall be the same. Schedule 1.1(a3.2(j) Base Statement Pre-Closing Employee Payment Issues Schedule 1.1(b3.2(k) Certain Excluded Assets Pre-Closing Company and Non-Company Affiliate Agreements Schedule 1.1(c) Permits 4.2.1 Each Company’s or Subsidiary’s Employees Schedule 2.2(b)(ii) Capital Expenditure Projects 4.2.2 NEO and Xxxxxx Vacation and Sick Leave Policy Schedule 4.3 Buyer’s Governmental and Other Required Consents 5.2.1 Shareholders’ Ownership Allocation of Company Common Stocks Schedule 4.6 Brokers 5.3.1 Financial Statements Schedule 5.2 Seller’s Authority 5.3.2.1 Assumed Debt Schedule 5.3 Seller’s Governmental and Other Required Consents 5.3.2.2 Undisclosed Liabilities Schedule 5.4(a) Encumbrances 5.4 Taxes Schedule 5.4(b)(i) 5.5.1 Tangible Personal Property Schedule 5.5.2 Companies’ Procedure to Collect Accounts Receivable Schedule 5.7 Absence of Changes Schedule 5.8 Material Claims Schedule 5.9 Permits; Compliance with Laws Schedule 5.10.1 Owned Real Property Schedule 5.4(b)(ii) Leases 5.10.2 Leased Real Property Schedule 5.4(c)(i) Easements with Encumbrances 5.10.3 Real Property Matters Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 5.11.1 Intellectual Property Schedule 5.11 5.11.2(a) Each Company’s and Subsidiary’s Software Schedule 5.11.2(b) Non-Company Affiliates’ Software Schedule 5.12 Material Contracts Schedule 5.12(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) 5.13 Labor Matters Schedule 5.14(a) Environmental 5.14 ERISA and Related Matters Schedule 5.15(a) Absence of Certain Changes 5.15 Guaranties or Events Bonds Schedule 5.16(a) Regulatory Matters 5.16 Employees Schedule 5.17 Brokers Environmental Compliance Schedule 5.19(a) Seller’s 5.18 Insurance Coverage Schedule 5.19 Government Filings Schedule 5.20 Absence of Undisclosed Liabilities Accounts Receivable Schedule 5.21(a) Sufficiency of Assets 6.2 No Violation or Conflict by Shareholders or the Companies Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior 6.4 Title to the Closing Date Shares of Company Common Stock Schedule 6.2(b6.5 Litigation Against Shareholders or the Companies Schedule 7.3 No Violation or Conflict by Parent Schedule 7.4 Parent Governmental Approvals vi Schedule 13.5(a) Seller Guarantees and Surety Instruments Attribution of Knowledge for Shareholders Schedule 6.3(c)(i13.5(b) MPSC Application PURCHASE Attribution of Knowledge for Parent AGREEMENT AND SALE PLAN OF MERGER THIS AGREEMENT This PURCHASE AND SALE AGREEMENT PLAN OF MERGER (this “Agreement”) is made entered into as of the 14th this 29th day of DecemberJune, 20122009 (the “Effective Date”), by and between SOUTHERN UNION COMPANYamong Energy West, Incorporated, a Delaware corporation incorporated under the laws of the State of Montana (“Parent”), three to-be-formed wholly-owned Ohio subsidiary corporations of Parent (each an “Acquisition Sub” and collectively, the “Acquisition Subs”), Lightning Pipeline Co., Inc., an Ohio corporation (“SellerLightning”), Plaza Missouri AcquisitionGreat Plains Natural Gas Company, Inc.an Ohio corporation (“Great Plains”), and Xxxxxxxx Gas Corp., an Ohio corporation (“BGC”), (Lightning, Great Plains and BGC shall be collectively referred to as the “Companies” and each to be sometimes referred to as a Missouri corporation“Company”), andXXXXXXX X. XXXXXXX, solely for purposes of Section 13.19TRUSTEE (“RMO”), The Laclede GroupXXXXXXX XXXXXX (“Xxxxxx”), Inc.XXXXXXX X. XXXX (“Xxxx”), a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed XXXXX XXXXXX (“Xxxxxx”), and XXXXXX X. XXXXX (“Xxxxx”) (RMO, Xxxxxx, Xxxx, Xxxxxx and Xxxxx are hereinafter collectively referred to them in Article I, unless otherwise providedas “Shareholders”).