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.
Schedules; Exhibits; Integration Each schedule and exhibit delivered pursuant to the terms of this Agreement shall be in writing and shall constitute a part of this Agreement, although schedules need not be attached to each copy of this Agreement. This Agreement, together with such schedules and exhibits, constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection therewith.
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.
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.
Service Level Agreement Subject to the terms and conditions of this Agreement, Bank agrees to perform the custody services provided for under this Agreement in a manner that meets or exceeds any service levels as may be agreed upon by the parties from time to time in a written document that is executed by both parties on or after the date of this Agreement, unless that written document specifically states that it is not contractually binding. For the avoidance of doubt, Bank’s Service Directory shall not be deemed to be such a written document.
AMENDED EXHIBIT A The Fund Accounting Agreement is hereby amended by changing the name of T. Rowe Price Capital Appreciation Fund to T. Rowe Price Capital Appreciation Fund, Inc.; by changing the name of T. Rowe Price Equity Income Fund to T. Rowe Price Equity Income Fund, Inc.; by changing the name of T. Rowe Price GNMA Fund to T. Rowe Price GNMA Fund, Inc.; by changing the name of T. Rowe Price New America Growth Fund to T. Rowe Price New America Growth Fund, Inc.; by changing the name of T. Rowe Price State Tax-Free Income Trust to T. Rowe Price State Tax-Free Funds, Inc.; by changing the names of Georgia Tax-Free Bond Fund, Maryland Short-Term Tax-Free Bond Fund, Maryland Tax-Free Bond Fund, Maryland Tax-Free Money Fund, New Jersey Tax-Free Bond Fund, New York Tax-Free Bond Fund, New York Tax-Free Money Fund, and Virginia Tax-Free Bond Fund to T. Rowe Price Georgia Tax-Free Bond Fund, T. Rowe Price Maryland Short-Term Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Bond Fund, T. Rowe Price Maryland Tax-Free Money Fund, T. Rowe Price New Jersey Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Bond Fund, T. Rowe Price New York Tax-Free Money Fund, and T. Rowe Price Virginia Tax-Free Bond Fund, respectively, on behalf of T. Rowe Price State Tax-Free Funds, Inc.; by removing T. Rowe Price California Tax-Free Income Trust as a Mutual Fund – Parent; and by changing the names of California Tax-Free Bond Fund and California Tax-Free Money Fund to T. Rowe Price California Tax-Free Bond Fund and T. Rowe Price California Tax-Free Money Fund, respectively, and moving them under T. Rowe Price State Tax-Free Funds, Inc. as Mutual Fund – Series.
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.
ATTACHMENT A Equity Funds This document is an attachment to the Participant Agreement with respect to the procedures to be used by (i) the Distributor and the Transfer Agent in processing an order for the creation of Shares, (ii) the Distributor and the Transfer Agent in processing a request for the redemption of Shares and (iii) the Participant and the Transfer Agent in delivering or arranging for the delivery of requisite cash payments, Portfolio Deposits or Shares, as the case may be, in connection with the submission of orders for creation or requests for redemption. The Participant is first required to have signed the Participant Agreement. Upon acceptance of the Participant Agreement by the Distributor and the Transfer Agent, the Transfer Agent will assign a PIN Number to each Authorized Person authorized to act for the Participant. This will allow the Participant through its Authorized Person(s) to place an order with respect to Shares.
SERVICE LEVEL DESCRIPTION The Fund Accounting Agreement is hereby amended by deleting the Service Level Description attached thereto and replacing it in its entirety with the Service Level Description attached hereto.
Statement of Work The Contractor shall provide the services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below: