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LIST OF SCHEDULES. 1.2 DEFINITIONS 2.1 PRICING SCHEDULE 2.3.1 GRANDFATHERED SERVICES 2.3.2 SCHEDULED TO BE WITHDRAWN SERVICES 2.9 RESALE PERFORMANCE MEASUREMENTS 2.11.1 FORM OF REPRESENTATION OF AUTHORIZATION 2.12.4 LAW ENFORCEMENT INTERFACES 2.13 RESALE MAINTENANCE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. The following schedules are attached hereto and form part of this Agreement.
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. Transaction Agreement Schedules Schedule 3.04(c) Lockheed Xxxxxx Threshold Amount Schedule 3.04(d) Boeing Threshold Amount Schedule 5.01 Conduct of ELV Businesses Schedule 5.06(a) Initial Lockheed Xxxxxx Business Employees Schedule 5.06(b) Initial Boeing Business Employees Schedule 11.02(a) Lockheed Xxxxxx Special Indemnity Items Schedule 11.02(b) Boeing Special Indemnity Items Schedule A-1 Contributed Leased Real Property Schedule A-2 Contributed Owned Real Property Schedule A-3 Knowledge Groups Schedule A-4 Excluded Inventory Schedule E.01 Excluded Employees; Inactive Employees Schedule E.05(e) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.05(f) Form of Pension Asset Transfer Schedule E.05(g) Form of Amendment and Continuation of Pension Plan Agreement Schedule E.14-1 Certain Collective Bargaining Agreements Schedule E.14-2 Certain Collective Bargaining Agreements Schedule E.14-3 Certain Collective Bargaining Agreements Lockheed Xxxxxx Disclosure Schedules Schedule B.03 Governmental Authorization Schedule B.04 Non-Contravention Schedule B.05 Opening Statement Schedule B.06 Absence of Certain Changes Schedule B.07 Sufficiency of and Title to Contributed Assets Schedule B.08 No Undisclosed Liabilities Schedule B.09 Litigation Schedule B.10 Material Contracts Schedule B.11 Licenses and Permits Schedule B.13 Environmental Compliance Schedule B.14 Compliance with Laws Schedule B.15 Intellectual Property Schedule B.16 Taxes Schedule B.17 Employee Benefit Matters Schedule B.18 Government Contracts and Government Bids Schedule B.19 Government-Furnished Property or Equipment Schedule B.20 Backlog Schedule B.21 Labor and Employment Matters Schedule B.22 Product Warranties Schedule B.23 Insurance Schedule B.24 Clearances Schedule B.25 Foreign Corrupt Practices Act Schedule B.26 Export Control Laws Schedule B.29 Undisclosed Contracts Boeing Disclosure Schedules Schedule C.03 Governmental Authorization Schedule C.04 Non-Contravention Schedule C.05 Opening Statement Schedule C.06 Absence of Certain Changes Schedule C.07 Sufficiency of and Title to Contributed Assets Schedule C.08 No Undisclosed Liabilities Schedule C.09 Litigation Schedule C.10 Material Contracts Schedule C.11 Licenses and Permits Schedule C.13 Environmental Compliance Schedule C.14 Compliance with Laws Schedule C.15 Intellectual Property Schedule C.16 Taxes Schedule C.17 Employee Benefit Matters Schedule C.18 Government Contracts and Government Bids Schedule C.19 Government-...
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 SCHEDULE 4(e) CONFLICTS SCHEDULE 4(g) MATERIAL CHANGES SCHEDULE 4(h) LITIGATION 50 SCHEDULE 4(l) INTELLECTUAL PROPERTY SCHEDULE 4(n) LIENS SCHEDULE 4(t) CERTAIN TRANSACTIONS
LIST OF SCHEDULES. SCHEDULE A LIST OF THE UNDERWRITERS SCHEDULE B TIME OF SALE PROSPECTUS SCHEDULE C SUBSIDIARIES SCHEDULE D PARTIES TO LOCK-UP AGREEMENT LIST OF EXHIBITS EXHIBIT A FORM OF LEGAL OPINION OF COUNSEL FOR THE COMPANY EXHIBIT B FORM OF LOCK-UP AGREEMENT iii Underwriting Agreement July __, 2007 JMP SECURITIES LLC 600 Xxxxxxxxxx Xxxxxx San Francisco, California 94111 As Representative of the several Underwriters Ladies and Gentlemen: Introductory. BFC Financial Corporation, a Florida corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (“List of the Underwriters”) attached hereto (collectively, the “Underwriters”) an aggregate of 10,000,000 shares (the “Firm Offered Shares”) of its Class A Common Stock, par value $0.01 per share (the “Common Stock”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 1,500,000 shares (the “Optional Offered Shares”) of Common Stock, as provided in Section 2 (“Purchase, Sale, and Delivery of the Offered Shares”). The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” JMP Securities LLC (“JMP”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. The Company has met all the conditions in order to use Form S-3 for registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-141632), which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including all documents incorporated or deemed to be incorporated by reference therein and financial statements, exhibits, and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the S...
LIST OF SCHEDULES. Schedule Content -------- -------
