EXHIBITS AND SCHEDULES. Page first referred to: Exhibit A-1 – A-16 Legal Descriptions of Property Page 1 Exhibit B-1 – B-5 Form of Deeds Page 3 Exhibit C Form of Xxxx of Sale Page 2 Exhibit D Form of General Assignment Page 22 Exhibit E Form of Leases Assignment Page 22 Exhibit F Form of Vender Termination Page 22 Exhibit G Form of Notice to Tenants Page 23 Exhibit H Excluded FF&E Page 4 Exhibit I List of Materials for Purchaser Page 6 Exhibit J Lead-Based Paint Disclosure Page 52 Schedule 1 Seller Information Schedule Page 1 AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS THIS AGREEMENT FOR PURCHASE AND SALE AND ESCROW INSTRUCTIONS (this “Agreement”) is entered into as of the 29th day of September, 2008 (the “Effective Date”), by the selling parties identified on Schedule 1 (the “Seller Information Schedule”) each having an address at 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxxxxx 00000 (individually a “Seller” and collectively “Sellers”), and JRK BIRCHMONT ADVISORS, LLC, a Delaware limited liability company and JRK PROPERTY HOLDINGS, INC., a California corporation, each having a principal address at 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (collectively as “Purchaser”), or its permitted assignee or assignees as provided in Section 14.4.
EXHIBITS AND SCHEDULES. SCHEDULE A (Schedule of Fees) SCHEDULE B (Funds) SCHEDULE C (Acceptable Forms of Collateral) SECURITIES LENDING AUTHORIZATION AGREEMENT Agreement dated the 1st day of August 2005 between EACH OF THE TRUSTS LISTED ON SCHEDULE B HERETO, each a registered management investment company organized and existing under the laws of Delaware (each, a "Trust"), on behalf of each series of each such Trust, severally and not jointly, as listed, respectively, on Schedule B (each such series, a "Fund" and collectively, the "Funds"), and STATE STREET BANK AND TRUST COMPANY and State Street Affiliates (collectively referred to herein as "State Street"), setting forth the terms and conditions under which State Street is authorized to act on behalf of each Fund with respect to the lending of certain securities of each Fund held by State Street as custodian. This Agreement shall be deemed for all purposes to constitute a separate and discrete agreement between State Street and each Trust on behalf of each respective Fund as listed on Schedule B to this Agreement, as it may be amended by the parties from time to time, and no Fund shall be responsible or liable for any of the obligations of any other Fund under this Agreement or otherwise, notwithstanding anything to the contrary contained herein.
EXHIBITS AND SCHEDULES. EXHIBIT "A" -- EXCLUDED ASSETS EXHIBIT "B" -- ACQUIRED CONTRACTS EXHIBIT "C" -- ASSUMED LIABILITIES EXHIBIT "D" -- FORM OF XXXX OF SALE AND ASSIGNMENT EXHIBIT EXHIBIT "E" -- FORM OF INSTRUMENT OF ASSUMPTION OF LIABILITIES EXHIBIT "F" -- FORM OF INDEMNIFICATION LIMITATION AGREEMENT EXHIBIT "G" -- FORM OF LEGAL OPINION OF HOLLAND & XXXX, L.L.P. EXHIBIT "H" -- ALLOCATION OF PURCHASE PRICE DISCLOSURE SCHEDULE ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") is entered into effective as of March 8, 1999, by and among Nu Skin Enterprises, Inc., a Delaware corporation ("Nu Skin Enterprises"), Nu Skin United States, Inc., a Delaware corporation ("Nu Skin United States"), and Nu Skin USA, Inc., a Delaware corporation ("Nu Skin USA"). Nu Skin Enterprises and Nu Skin United States are sometimes referred to herein, collectively, as the "Nu Skin Entities." Nu Skin Enterprises, Nu Skin United States, and Nu Skin USA are referred to herein, collectively, as the "Parties" and, individually, as a "Party."
Examples of EXHIBITS AND SCHEDULES in a sentence
LOSS AND LOSS ADJUSTMENT EXPENSE RESERVES SCHEDULE SUPPLEMENTAL EXHIBITS AND SCHEDULES INTERROGATORIES The following supplemental reports are required to be filed as part of your statement filing.
SUPPLEMENTAL EXHIBITS AND SCHEDULES INTERROGATORIESThe following supplemental reports are required to be filed as part of your statement filing.
ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES HERETO SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
THIS DISCLOSURE STATEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE DETAILED INFORMATION SET FORTH IN THE PLAN AND THE EXHIBITS AND SCHEDULES THERETO.
ALL ISSUES AND QUESTIONS CONCERNING THE APPLICATION, CONSTRUCTION, VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT AND THE EXHIBITS AND SCHEDULES TO THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW RULES OR PROVISIONS (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
More Definitions of EXHIBITS AND SCHEDULES
EXHIBITS AND SCHEDULES. Exhibit A: Floor Plan Exhibit B: Building Rules TENANT LANDLORD SEMRUSH CZ s.r.o. 4P – Immo. Praha s.r.o. TABLE OF CONTENTS Page 1. PREAMBLE 1 2. SUBJECT OF THE LEASE 1 3. PURPOSE OF THE LEASE 2 4. FIT-OUT 3 5. COMMENCEMENT AND TERMINATION OF THE LEASE 5
EXHIBITS AND SCHEDULES. EXHIBIT A: Form of Escrow Agreement EXHIBIT B: Form of Rochester Lease EXHIBIT C: Form of Assumption Agreement EXHIBIT D: Financial Statements EXHIBIT E-1: Form of Employment Agreement for Xxxx Xxxxxxx EXHIBIT E-2: Form of Employment Agreement for Xxxxx Xxxxxxx EXHIBIT F: Form of Non-Competition Agreement SCHEDULE 1.1(B): Permitted Liens and Encumbrances SCHEDULE 1.2(C)(I): Assumed Acquisition Agreements SCHEDULE 1.2(C)(II): Assumed Operating Expenses SCHEDULE 1.2(C)(IV): Other Contracts and Agreements SCHEDULE 1.2(E): Tangible Property SCHEDULE 1.2(F): Real Property SCHEDULE 1.2(G): Tenant Agreements SCHEDULE 1.5(A): Recent Acquisitions and New Acquisitions SCHEDULE 1.5(C)(I): Corporate Department Employees Terminated By Seller SCHEDULE 1.5(C)(II): Employee Terminations SCHEDULE 3.4: Consents SCHEDULE 3.6: Seller-Guaranteed Premium Financing for Customers SCHEDULE 3.7: Actions Outside Ordinary Course of Business SCHEDULE 3.8(A): Liens and Encumbrances; Cancellation or Non-Renewal Notices; Twelve-Month Revenues of Seller by Appointed Carrier SCHEDULE 3.8(C): Material Contracts SCHEDULE 3.9: Title Exceptions SCHEDULE 3.10: List of Claims and Litigation of Seller SCHEDULE 3.12: Tax Returns and Other Tax Matters SCHEDULE 3.14(I): Actions Creating Errors and Omissions SCHEDULE 3.14(II): Errors and Omissions Claims Currently Pending or Threatened SCHEDULE 3.16: Outstanding Powers of Attorney of Seller SCHEDULE 3.17: Insurance SCHEDULE 3.19: Employee Benefit Plans SCHEDULE 3.20: Material Liabilities SCHEDULE 3.21(c): Patents and Tradenames SCHEDULE 3.21(d): Licensed Intellectual Property SCHEDULE 3.22: Subsidiaries SCHEDULE 4.4: List of Claims and Litigation of Buyer
EXHIBITS AND SCHEDULES. Exhibit A Leases Exhibit B-1 Developed Properties Exhibit B-2 Special Phillips Leases Exhibit C-1 Form of Assignment, Bill of Sale and Xxxxxxxnce Exhibit C-2 Form of Assignment of Coxxxxct Rights and Obligations Exhibit C-3 Form of Assignment of Contract Rights and Obligations Exhibit D Joint Operating Agreement Exhibit E Brek/Gasco Areas of Mutual Interest Schedule A List of Stockholders Schedule 4.03(a) Material Contracts Schedule 4.03(e) Required Consents PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into as of July 16, 2002, by and among Gasco Energy, Inc., a Nevada corporation (the "Company"), Pannonian Energy Inc., a Delaware corporation and wholly-owned subsidiary of the Company ("Pannonian"), San Joaquin Oil & Gas Ltd., a Nevada corporation and wholly-owned subsidixxx xx the Company ("San Joaquin"), Brek Energy Corporation, a Nevada corporation ("Brek"), Brxx Xxxxoleum Inc., a Nevada corporation and wholly-owned subsidiary of Brek ("Brek Nevada"), Brek Petroleum (California), Inc., a California corporation and wholly-owned subsidiary of Brek ("Brek California" and, together with Brek Nevada, collectively "Brek Petroleum") and the persons listed in Schedule A hereto (the "Stockholders"). The Company, Pannonian and San Joaquin are collectively referred to herein as the "Company Parties." Xxxx, Brek Petroleum and the Stockholders are collectively referred to herein as the "Purchasers." The Company, Pannonian, San Joaquin, Brek, Brek Petroleum and the Stockholders are collectively referred to herein as the "Parties" and, individually, each a "Party".
EXHIBITS AND SCHEDULES. ATTACHED: Exhibit A Form of Lease Exhibit B Form of Escrow Agreement Exhibit C Form of Consulting Agreement with Hobart X. Xxxx or Xxxxx X. Xxxx Exhibit D Form of Employment Agreement with Xxxxxxx X. XxXxxxxxx Exhibit E Form of Transferor’s Certificate of Non-Foreign Status Exhibit F Form of Opinion of Counsel for Sellers Schedule 2.2(d) December Balance Sheet Schedule 4.20 ESOP Provisions Schedule 5.1.5 Directors and Officers of the Company Schedule 5.1.6 Restrictions on Transaction Schedule 5.1.7 Conflicts Schedule 5.1.9 Changes Schedule 5.1.11 Contracts Schedule 5.1.12 Properties Schedule 5.1.13 Intellectual Property Schedule 5.1.14 Tax Matters Schedule 5.1.15 Litigation Schedule 5.1.17 Personal Services Contracts Schedule 5.1.18 Employee Benefit Plans Schedule 5.1.20 Collective Bargaining Agreements Schedule 5.1.21 Insurance Policies Schedule 5.1.22 Bank Accounts Schedule 5.1.24(a) Permits and Reports Schedule 5.1.24(b) Underground Storage Tanks Schedule 5.1.25 Payables CONSENT OF SPOUSE I acknowledge that I have read the foregoing Stock Purchase Agreement and I know its contents. I am aware that by its provisions my spouse, Hobart X. Xxxx, will sell all of his shares of capital stock of Swan Secure Products, Inc., including any interest I may have in any of such shares, and will agree to restrict his right, and will not permit me, to compete with Swan Secure Products, Inc. for a period of five years after such sale is completed, as more particularly set forth in the foregoing Stock Purchase Agreement. I hereby consent to such sale and such agreement, approve of all of the provisions of the foregoing Stock Purchase Agreement, and agree that I will at all times cooperate in Hobart X. Xxxx’x performance of, and will take no action at any time to hinder operation of, the foregoing Stock Purchase Agreement. I agree that the foregoing Stock Purchase Agreement shall bind me and my successors, assigns, heirs, devisees, legatees, legal representatives, executors and administrators and shall bind and inure to the benefit of and be enforceable by all of the parties thereto and their respective successors, assigns, heirs, devisees, legatees, legal representatives, executors and administrators. Dated: July 23, 2007 /s/ XXXXX X. XXXX Xxxxx X. Xxxx Exhibit A
EXHIBITS AND SCHEDULES table after the table of contents of the Credit Agreement is hereby amended by deleting the reference to “Revolver Commitments” therein and replacing such reference with “Commitments”.
EXHIBITS AND SCHEDULES. ATTACHED: Exhibit A Form of Xxxx of Sale, Assignment and Assumption Exhibit B Form of Non-Competition and Confidentiality Agreement Exhibit C Form of Opinion of Counsel for Sellers Exhibit D Form of Press Release
EXHIBITS AND SCHEDULES. Exhibit "A": form of Borrowing Base Certificate [see Section 1.13] Exhibit "B": form of Collateral Update Certificate [see Section 1.24] Exhibit "C": form of Reconciliation Certificate [see Section 1.56] Schedule 4.16: exceptions to and pending audits of tax returns [see Section 4.16] Schedule 4.17: pending litigation [see Section 4.17] Schedule 4.22: schedule of payments due on the Seller Subordinated Notes [see Section 4.22] Schedule 4.23: schedule of payments due on the Senior Subordinated Debt [see Section 4.23] Schedule 6.4: schedule of existing indebtedness [see Section 6.4]