Schedules 2 Sample Clauses

Schedules 2. 11(a)-1 to 4 set forth an accurate and complete list of (1) all Domain Names of which the Company is the registrant or of which a third party is the registrant for the benefit of the Company (collectively, the “Company Registered Domain Names”); (2) all registered Marks and pending applications for registration of Marks owned by the Company (collectively, the “Company Registered Marks”); (3) all Patents owned by the Company (collectively, the “Company Patents”); and (4) all registered Copyrights and all pending applications for registration of Copyrights by the Company (collectively, the “Company Registered Copyrights”and, together with the Company Registered Domain Names, the Company Registered Marks and the Company Patents, the “Company Registered IP”). To the Company’s Knowledge, the conduct of the business of the Company as currently conducted, does not infringe upon or misappropriate or violate the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any third party. The Company Registered IP has not been the subject of a judicial finding or opinion, nor has any written notice or claim challenging the ownership, validity, registrability, enforceability, use or licensed right to use any Intellectual Property been received by the Company. No claim or notice has been asserted against the Company in writing or, to the Knowledge of the Company, orally, that the conduct of the business of the Company as currently conducted infringes in any material respect upon or misappropriates the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any third party, in each case, except with respect to claims or notices that have been fully resolved. The Company has timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to any of the Company Registered IP, and all documents, recordations and certificates necessary to be filed by the Company to maintain the effectiveness of the Company Registered IP have been filed with the relevant patent, copyright, trademark or other authorities in the United States or foreign jurisdictions, as the case may be, so that no item required to be listed in Schedule 2.11(a)-1 to 4, has lapsed, expired or been abandoned or canceled other than in the Ordinary Course. The Company has used reasonable best efforts to protect its rights and the secr...
Schedules 2. 1(k), 2.1(m)(1), 2.1(m)(2) and 2.1(o) set forth a complete list of all Transferred IP Assets that, as of the date of this Agreement, are registered or pending, including Trademarks (including common-law Trademarks), Copyrights, Patents, and Domain Names (including: (i) for each Patent, the number and country in which such patent has issued, or, if not issued, the application serial number, date of filing and country; and (ii) for each such registered or pending Trademark or registered Copyright, the registration number and country, or if not registered, the application serial number (for Trademarks) and the country) (collectively, the “Listed Intellectual Property”).
Schedules 2. 24(a) attached hereto contains a true and complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by HHE for the benefit of any current or former employee, officer, director, retiree, independent contractor or consultant of the Business or any spouse or dependent of such individual, or under which HHE or any of its ERISA Affiliates has or may have any Liability, or with respect to which BORQS or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Schedule 2.24(a) attached hereto, each, a “Benefit Plan”). HHE has separately identified on Schedule 2.24(a) attached hereto each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by HHE primarily for the benefit of employees of the Business outside of the United States (a “Non-U.S. Benefit Plan”).
Schedules 2. 6(a) and 2.6(b) may be amended and/or updated as provided in Section 2.6, and any such amendment or update shall not require the consent of any party hereto or to any Grantor Supplement or Financing Source Beneficiary Supplement. The initial effectiveness of any amendment hereto (for the avoidance of doubt, other than any Grantor Supplement or Financing Source and Beneficiary Supplement) shall be subject to the delivery to the Collateral Agent of an Opinion of Counsel (which may be based on an Officer’s Certificate) that the conditions precedent set forth herein with respect to such amendment have been satisfied.
Schedules 2. 7(A)(1) AND 2.7(A)(2). In the event that this Amendment is executed by all Lenders, a new SCHEDULE 2.7(A)(1) to the Credit Agreement is hereby added to the Credit Agreement, which SCHEDULE 2.7(A)(1) shall read as such schedule is attached to the agreement dated the Second Amendment Date between the Borrower and the Agent. In the event that this Amendment is not executed by all Lenders, a new SCHEDULE 2.7(A)(2) to the Credit Agreement is hereby added to the Credit Agreement, which SCHEDULE 2.7(A)(2) shall read as such schedule is attached to the agreement dated the Second Amendment Date between the Borrower and the Agent.

Related to Schedules 2

  • Schedules etc References to this Agreement shall include any Recitals and Schedules to it and references to Clauses and Schedules are to Clauses of, and Schedules to, this Agreement. References to paragraphs and Parts are to paragraphs and Parts of the Schedules.

  • Schedules/Exhibits Any capitalized terms used in any Schedule or Exhibit to this Agreement but are not otherwise defined therein have the meanings set forth in this Agreement.

  • Exhibits/Schedules The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

  • Letter Agreements; Schedules The General Partner may, or may cause the Partnership to, without the approval of any Limited Partner or other Person, enter into separate letter agreements with individual Limited Partners with respect to any matter, in each case on terms and conditions not inconsistent with this Agreement, which have the effect of establishing rights under, or supplementing the terms of, this Agreement. The General Partner may from time to time execute and deliver to the Limited Partners schedules which set forth information contained in the books and records of the Partnership and any other matters deemed appropriate by the General Partner. Such schedules shall be for information purposes only and shall not be deemed to be part of this Agreement for any purpose whatsoever.

  • Schedules and Annexes The Schedules and Annexes referenced herein are a part of this Agreement as if fully set forth herein. All references herein to Schedules and Annexes shall be deemed references to such parts of this Agreement, unless the context shall otherwise require. Any disclosure made by a party in the Schedules with reference to any section or schedule of this Agreement shall be deemed to be a disclosure with respect to all other sections or schedules to which the relevance of such disclosure is reasonably apparent. Certain information set forth in the Schedules is included solely for informational purposes and may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement, nor shall such information be deemed to establish a standard of materiality.

  • LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - QUALIFIED ACCOUNTS RECEIVABLE SCHEDULE 1.1(D) - QUALIFIED INVENTORY SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 5.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - EXISTING SUBSIDIARIES SCHEDULE 5.1.5 - LITIGATION SCHEDULE 5.1.10 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 5.1.14 - ENVIRONMENTAL DISCLOSURES SCHEDULE 6.1.1 - OPINION OF COUNSEL SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.1.11 - POST-CLOSING LANDLORD’S WAIVERS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(L) - LOCKBOX AGREEMENT EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.4 - LENDER JOINDER EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 6.1.1(i) - BORROWING BASE CERTIFICATE EXHIBIT 6.1.1(xiii) - LANDLORD’S WAIVER EXHIBIT 7.3.4 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of January 28, 2009 and is made by and among UNDER ARMOUR, INC., a Maryland corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”), SUNTRUST BANK, as Syndication Agent, and COMPASS BANK, as Documentation Agent. The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $180,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and agree as follows:

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • Exhibits and Attachments The following exhibits and attachments are included hereto and incorporated by reference herein: Exhibit A—Services Exhibit B—Payments and rates Attachment I—§504 Compliance

  • Schedules and Exhibits All of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.

  • LIST OF EXHIBITS AND SCHEDULES Exhibit A Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Schedule P-1 Investments Schedule 1.1 Commitments of Lenders Schedule 7.3.1 Real Estate Collateral Schedule 8.5 Deposit Accounts Schedule 8.6.1 Business Locations Schedule 9.1.4 Names and Capital Structure Schedule 9.1.11 Patents, Trademarks, Copyrights and Licenses Schedule 9.1.14 Environmental Matters Schedule 9.1.15 Restrictive Agreements Schedule 9.1.16 Litigation Schedule 9.1.18 Pension Plans Schedule 9.1.20 Labor Contracts Schedule 10.2.2 Existing Liens Schedule 10.2.17 Existing Affiliate Transactions LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is dated as of October 27, 2009, among HEADWATERS CONSTRUCTION MATERIALS, INC., a Utah corporation (“HCM”), TAPCO INTERNATIONAL CORPORATION, a Michigan corporation (“Tapco”), HEADWATERS RESOURCES, INC., a Utah corporation (“HRI”, and together with HCM, Tapco, and each of HRI’s, HCM’s and Tapco’s Subsidiaries identified on the signature pages hereof, each individually a “Borrower”, and collectively, the “Borrowers”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “Agent”) and as sole lead arranger.