Schedules 2 Sample Clauses

Schedules 2. 11(a)-1 to 2 list (1) all Domain Names of which the Company or any of its Subsidiaries is the registrant or of which a third party is the registrant for the benefit of the Company or its Subsidiaries (collectively, the “Company Registered Domain Names”); and (2) all Patents owned by the Company or its Subsidiaries (collectively, the “Company Patents” and, together with the Company Registered Domain Names, the “Company Registered IP”). Neither the Company nor any of its Subsidiaries owns any Marks or any pending applications for registration or Marks or has any registered Copyrights or pending applications for registration of any Copyrights. Neither the Company Registered IP nor any other Intellectual Property owned or, to the Knowledge of the Company and the Stockholders, used by the Company or any of its Subsidiaries (the Company Registered IP, together with all other Intellectual Property owned or used by the Company, the “Company IP”) infringes upon or misappropriates or violates the Intellectual Property rights or the confidential and proprietary information, including Trade Secrets, of any Third Party. None of the Company IP has been the subject of a judicial finding or opinion, nor has the Company or any of its Subsidiaries received any written notice or claim challenging the ownership, validity, registrability, enforceability, use or licensed right to use any Intellectual Property. No claim or notice has been asserted against the Company or any of its Subsidiaries in writing or, to the Knowledge of the Company and the Stockholders, orally, that the conduct of the business of the Company or any of its Subsidiaries 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 and each of its Subsidiaries have timely paid all filing, examination, issuance, post registration and maintenance fees, annuities and the like associated with or required with respect to the Company Registered IP, and all documents, recordations and certificates necessary to be BACK filed by the Company or its Subsidiaries 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...
Sample 1
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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.
Sample 1
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”).
Sample 1
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”).
Sample 1
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.
Sample 1

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.

  • 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.

  • 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(P) - PERMITTED LIENS SCHEDULE 2.9.1 - EXISTING LETTERS OF CREDIT SCHEDULE 5.1.3 - SUBSIDIARIES SCHEDULE 5.1.13 - CONSENTS AND APPROVALS SCHEDULE 5.1.15 - PATENTS TRADEMARKS AND COPYRIGHTS SCHEDULE 5.1.24 - ENVIRONMENTAL MATTERS SCHEDULE 7.1.3 - INSURANCE REQUIREMENTS SCHEDULE 7.1.13 - REAL PROPERTY TO BE MORTGAGED POST CLOSING SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS 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(G)(3) - PARENT GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(M) - MORTGAGE AGREEMENT EXHIBIT1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 2.4 - SWING LOAN REQUEST EXHIBIT 2.5 - LOAN REQUEST EXHIBIT 2.10(A) - COMMITMENT INCREASE AGREEMENT EXHIBIT 2.10(B) - LENDER JOINDER AND ASSUMPTION AGREEMENT EXHIBIT 6.1.4(A) - OPINION OF COUNSEL EXHIBIT 6.1.4(B) - OPINION OF IN-HOUSE COUNSEL EXHIBIT 7.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 7.3.3 - QUARTERLY COMPLIANCE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 5, 2008 and is made by and among PVR XXXXX LLC, a Delaware limited liability company (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and BANK OF AMERICA, NA, BNP PARIBAS and WACHOVIA BANK, NATIONAL ASSOCIATION, each in its capacity as a documentation agent, BRANCH BANKING AND TRUST COMPANY, SOCIÉTÉ GÉNÉRALE and UNION BANK OF CALIFORNIA, N.A., each in its capacity as a senior managing agent, 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 “Agent”).

  • 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 Form of Convertible Promissory Note Exhibit B Form of Series A Warrants Exhibit C Form of Escrow Agreement Exhibit D Form of Legal Opinion Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f) Violations and Conflicts Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 9(e) Use of Proceeds Schedule 9(l) Intellectual Property Schedule 12(a) Excepted Issuances Exhibit A NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. Principal Amount: $___________ Issue Date: August __, 2011 CONVERTIBLE PROMISSORY NOTE FOR VALUE RECEIVED, WIZARD WORLD, INC., a Delaware corporation (hereinafter called “Borrower”), hereby promises to pay to the order of [Holder’s name], with an address at [Holder’s _______________________Address], without demand, the sum of up to _______ Dollars ($___) (“Principal Amount”), with interest accruing thereon, on December __, 2011 (the “Maturity Date”), if not sooner paid or modified as permitted herein. This Convertible Promissory Note (the “Note”) has been entered into pursuant to the terms of a subscription agreement by and among the Borrower, the Holder and certain other holders (the “Other Holders”) of convertible promissory notes (the “Other Notes”), dated of even date herewith (the “Subscription Agreement”), for an aggregate Principal Amount of up to $455,000. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the same meaning as set forth in the Subscription Agreement. The following terms shall apply to this Note:

  • Schedules Schedules to this Agreement form a part of it.

  • Annexes The Annexes form an integral part of this Agreement.

  • Exhibits and Addenda The exhibits and addenda listed below (unless lined out) are incorporated by reference in this Lease:

  • Exhibits and Schedules Incorporated The Exhibits and Schedules annexed hereto are hereby incorporated herein as a part of this Agreement with the same effect as if set forth in the body hereof.

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