LIST OF SCHEDULES. Schedule 1.01(a) Assigned Contracts Schedule 1.01(b) Business Employees Schedule 1.01(c) General Account Reserves Computation as of 3/31/02 Schedule l.0l(d) Insurance Contracts Forms Schedule 1.01(e) Purchase Price - Accounting and Actuarial Methods Schedule l.0l(f) Transferred Assets Schedule 1.01 (g) VFL Separate Accounts Schedule 2.03 (b) Closing Date Statement Schedule 3.03 Conflicts - Seller Schedule 3.04 Consents and Approvals - Seller Schedule 3.05 Actions Pending - Seller Schedule 3.06 Liens Schedule 3.09 Exceptions to Permits Schedule 3.10(a) Contracts Relating to the Business Schedule 3.11 Compliance Exceptions Schedule 3.13(a) Intellectual Property Used Primarily in the Business Schedule 3.13(b) Intellectual Property Licensed to VFL Schedule 3.13(c) Intellectual Property Licensed to Third Parties Schedule 3.13(d) Exceptions to Purchaser's Ownership and Right to Use Intellectual Property Schedule 3.14(a) Owned Computer Programs Schedule 3.14(b) Shrink Wrap Computer Programs Schedule 3.14(c) Exceptions to Purchaser's Right to Use Computer Programs Schedule 3.17 Reinsurance Ceded Schedule 3.19 Absence of Certain Changes Schedule 3.21(a) Commission Brokers Schedule 3.21(b) Brokerage Agreements Schedule 3.24 Participation, Distribution and Service Related Agreements Schedule 4.03 Conflicts - Purchaser Schedule 4.04 Consents and Approvals - Purchaser Schedule 4.05 Actions Pending - Purchaser Schedule 4.10 Permits, Licenses and Franchises Schedule 5.07(c) Data File Deliveries Schedule 5.12(a) GAAP Financial Highlights Schedule 8.0l(c) Participation, Distribution and Service Related Agreement Amendments Schedule 8.03(a) Use of Names WO 110546.10 TRANSFER AGREEMENT THIS TRANSFER AGREETMENT, dated as of June 21,2002 (this "Agreement"), has been made and entered into by and among Valley Forge Life Insurance Company, a Pennsylvania life insurance company ("VFL"), and PHL Variable Insurance Company, a Connecticut life insurance company ("Purchaser").
LIST OF SCHEDULES. The following Schedules are attached to and form part of this Investment Agreement. If there is any contradiction or inconsistency between the content of any Schedule and the body of this Investment Agreement, the body of this Investment Agreement shall prevail:
LIST OF SCHEDULES. 1.2 DEFINITIONS 2.1 PRICING SCHEDULE 2.3.1 GRANDFATHERED SERVICES 2.3.2 SCHEDULED TO BE WITHDRAWN SERVICES 2.9 RESALE PERFORMANCE MEASUREMENTS 2.11.1 FORM OF REPRESENTATION OF AUTHORIZATION 2.12.4 LAW ENFORCEMENT INTERFACES 2.13 RESALE MAINTENANCE PROCEDURES
LIST OF SCHEDULES. This Agreement includes the following Schedules for each Product to be manufactured hereunder, which are hereby incorporated herein and made a part of this Agreement: Schedule 1—Statement of Work Schedule 2—Currency Policy Schedule 3—Manufacturing Services Letter Agreement (if applicable)
LIST OF SCHEDULES. Schedule 1.3 Foreign KCL Subsidiaries Reference Deed Schedule 1.4 Present Corporate Structure of the KCL Reference Deed Group Schedule 2.4 Shareholders' Resolution Schedule 3.3 Family of Gloves Reference Deed Schedule 4.1 Sellers' Account Reference Deed Schedule 5.3 Anti-Trust Filings Reference Deed Schedule 5.5 (a)(1) Form of Sellers' Certificate Reference Deed Schedule 5.5 (a)(5) Form of License Agreement Reference Deed Schedule 5.5 (a)(6) Form of Escrow Agreement Reference Deed Schedule 5.5 (a)(7) Form of Closing Protocol Reference Deed Schedule 5.5 (b)(1) Form of Purchaser's Certificate Reference Deed Schedule 6.1.1 Consent Requirements Reference Deed Schedule 6.1.3 Shareholder Agreements and similar Reference Deed agreements Schedule 6.1.5(a) KCL Financial Statements Reference Deed Schedule 6.1.5(b) Combined Financial Statements Reference Deed Schedule 6.1.6 Material Agreements Reference Deed Schedule 6.1.7 Compliance with Laws Reference Deed Schedule 6.1.8(a) Intellectual Property Rights Reference Deed Schedule 6.1.8(b) Intellectual Property Proceedings Reference Deed Schedule 6.1.9 List of Insurances Reference Deed Schedule 6.1.10 List of Permits Reference Deed Schedule 6.1.13 List of Litigation Reference Deed Schedule 6.1.14 List of Agreements Works Council Reference Deed Schedule 6.1.15 Subsidies Reference Deed Schedule 6.1.16 Absence of Facts or Events Reference Deed Schedule 6.1.17 Real Property/Permitted Encumbrances Reference Deed Schedule 6.1.19 List of Benefit Plans Reference Deed Schedule 6.1.21 Affiliate Transactions Reference Deed Schedule 6.1.22 Environmental Matters Reference Deed 44
LIST OF SCHEDULES. 15.1 The following Schedules are part of this Agreement:
LIST OF SCHEDULES. Company Schedules Company Schedule 3.1 Foreign Qualifications Company Schedule 3.4 Company Defaults or Consents Company Schedule 3.5 No Proceedings Company Schedule 3.6(a) Employee Benefit Matters Company Schedule 3.6(c) Benefit Plan Liabilities Company Schedule 3.7(b) Scheduled Contingent Liabilities Company Schedule 3.7(d) Accounts Receivable Company Schedule 3.7(c) Liens Company Schedule 3.8(a) Certain Material Changes Company Schedule 3.8(b) Certain Actions Company Schedule 3.9(a) Compliance with Law Company Schedule 3.9(c) Approvals, Registrations and Authorizations Company Schedule 3.9(h) Adverse Event Reports Company Schedule 3.10 Litigation Company Schedule 3.11 Real Property Company Schedule 3.12(a) Material Contracts Company Schedule 3.12(b) Material Contracts Benefits Company Schedule 3.13 Insurance Company Schedule 3.14(b) Company Owned Intellectual Property Company Schedule 3.14(h) Creators of Company Owned Intellectual Property Company Schedule 3.14(l) Third-Party Source Code Company Schedule 3.14(s) Exclusivity Company Schedule 3.14(v) Upcoming Filings Company Schedule 3.15 Tangible Assets Condition Company Schedule 3.16(a) Permits Company Schedule 3.16(c) Environmental Law Compliance Company Schedule 3.17 Banks, Accounts and Authorized Signatories Company Schedule 3.18 Customers Company Schedule 3.20(b) Suspensions Company Schedule 3.20(c) Other Person Authorizations Company Schedule 3.21 Labor Company Schedule 3.21(c) Independent Contractors Company Schedule 3.21(f) Employees Company Schedule 3.22 Affiliate Transactions Company Schedule 3.23 Brokers or Finders’ Fees Company Schedule 8.1 Tax Matters Buyer Schedules Buyer Schedule 5.4 Defaults or Consents Buyer Schedule 5.10 Brokers or Finders’ Fees Buyer Schedule 5.13 Undisclosed Liabilities Buyer Schedule 5.14 Litigation Buyer Schedule 5.15 Transactions with Affiliates Schedules to Agreement Schedule I Estimated Working Capital Schedule 2.2(a) Cash Consideration Schedule 2.2(b) Shares to be Issued Schedule 2.2(c) Notes to be Issued Schedule 2.3(d) Excess Working Capital Percentage Interests
LIST OF SCHEDULES. Schedule 4(a) Subsidiaries EXHIBIT A Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT B FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: __________ [TRANSFER AGENT] Re: AXIOLOGIX EDUCATION CORPORATION. Ladies and Gentlemen: We are counsel to Axiologix Education Corporation, a Nevada corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Opportunity Fund, II, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of the Company's common stock, without par value per share (the "Common Stock") on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S- ___ (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [ a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective ] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC’s staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Axiologix Education CorporationINVESTMENT.AGREEMENT.May.2010. EXHIBIT C Date:
LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 Intellectual Property Schedule 5.11 Material Contracts Schedule 5.12(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) Labor Matters Schedule 5.14(a) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc., a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.
LIST OF SCHEDULES. SCHEDULE 4(a) SUBSIDIARIES SCHEDULE 4(c) CAPITALIZATION SCHEDULE 4(e) CONFLICTS SCHEDULE 4(g) MATERIAL CHANGES SCHEDULE 4(h) LITIGATION SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS SCHEDULE 4(t) CERTAIN TRANSACTIONS SCHEDULE 4(a) SUBSIDIARIES SCHEDULE 4(c) CAPITALIZATION 48 SCHEDULE 4(e) CONFLICTS 49 SCHEDULE 4(g) MATERIAL CHANGES 50 SCHEDULE 4(h) LITIGATION 51 SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS SCHEDULE 4(t) CERTAIN TRANSACTIONS
