INTEGRATION OF EXHIBITS All Exhibits attached to this Agreement are integral parts of this Agreement as if fully set forth herein, and all statements appearing therein shall be deemed disclosed for all purposes and not only in connection with the specific representation in which they are explicitly referenced.
Description of Consulting Services Consultant shall perform the following services pursuant to the terms of this Agreement:
Incorporation of Exhibits The Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.
Update of Schedules Schedules 7.05(b) (in respect of the lists of Patents, Copyrights and Trademarks under Section 7.05(b)(i) only), 7.05(c), 7.06, and 7.16, may be updated by Borrower prior to each Borrowing Date to insure the continued accuracy of such Schedule as of such Borrowing Date, by Borrower providing to the Lenders, in writing (including via electronic means), a revised version of such Schedule in accordance with the provisions of Section 12.02. Each such updated Schedule shall be effective immediately upon the receipt thereof by the Lenders.
Incorporation of Schedules The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
ADDENDUM Notwithstanding any provisions of this Award Agreement to the contrary, to the extent you transfer employment outside of the United States, the Award shall be subject to any special terms and conditions as Tyson may need to establish to comply with local laws, rules, and regulations or to facilitate the operation and administration of the Award and the Plan in the country to which you transfer employment (or Tyson may establish alternative terms and conditions as may be necessary or advisable to accommodate your transfer). Any such terms and conditions shall be set forth in an Addendum prepared by Tyson which shall constitute part of this Award Agreement.
Incorporation of Schedules and Exhibits The Schedules and Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.
Addendum to Agreement Notwithstanding any provision of this Agreement to the contrary, if Participant resides or is employed outside the U.S. or transfers residence or employment outside the U.S., the Restricted Stock Units shall be subject to such special terms and conditions as are set forth in the addendum to this agreement (the “Addendum”). Further, if Participant transfers residency and/or employment to another country, any special terms and conditions for such country will apply to the Restricted Stock Units to the extent the Corporation determines, in its sole discretion, that the application of such terms and conditions is necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Restricted Stock Units and the Plan (or the Corporation may establish alternative terms and conditions as may be necessary or advisable to accommodate Participant’s transfer). In all circumstances, the Addendum shall constitute part of this Agreement.
Incorporation of Exhibits, Annexes, and Schedules The Exhibits, Annexes, and Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.
INDEX OF EXHIBITS Exhibit A Purchase Price Note Exhibit B Stock Pledge and Security Agreement Exhibit C Employment Agreement of Xxxx Xxxxxx Exhibit D Employment Agreement of Xxxxxx Xxxxxx Exhibit E Employment Agreement of Xxxxx Xxxxxx Exhibit F Escrow Agreement INDEX OF SCHEDULES Schedule 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of Assets Schedule 3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Plans Schedule 3.19 Tax Matters Schedule 3.20 Insurance Schedule 3.22 Licenses and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into effective as of January 17, 1997, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company (together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.
