Annexes/Exhibits/Schedules Sample Clauses

Annexes/Exhibits/Schedules. The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. Any capitalized terms used in any Annex, Exhibit or Schedule but not otherwise defined therein shall be defined as set forth in this Agreement.
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Annexes/Exhibits/Schedules. Annexes Annex A Defined Terms Annex B Working Capital as of December 31, 2006 Exhibits Exhibit A Form of Release Exhibit B Form of Consulting Agreement Exhibit C Form of Employment Agreement Exhibit D Form of Noncompetition Agreement Exhibit E Form of Cash Escrow Agreement Exhibit F Form of Stock Escrow Agreement Exhibit G Form of Guaranty Escrow Agreement Exhibit H Form of Staros Cross Receipt Exhibit I Opinion of Vxxxxxx LLP Exhibit J Form of New Lease Exhibit K Form of Payoff Agreement Schedules Annex A Defined Terms Capitalized terms used in this Agreement have the meanings set forth below:
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Annexes/Exhibits/Schedules. The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. As used in any Schedule, unless the context would otherwise require, the term “material” and the concept of the “material” nature of an effect upon the Company Group shall be measured relative to the Company Group, taken as a whole. Any party may, at its option, include in the Schedules items that are not material in order to avoid any misunderstanding, and such inclusion, or any references to Dollar amounts, shall not be deemed to be an acknowledgement or representation or warranty that such items are material, to establish any standard of materiality or to define further the meaning of such terms for purposes of this Agreement or otherwise. Any matter set forth in any Section of any Schedule shall be deemed to be referred to and incorporated in any other Section to which it is specifically referenced or cross-referenced, and also in all other Sections of the Schedules to which such matter’s application or relevance is reasonably apparent on the face of such disclosure. Reference to any Contract set forth in the Schedules includes all purchase orders and schedules thereto from time to time through the date of this Agreement. Schedule, Section or Subsection references used in any Annex, Exhibit or Schedule to this Agreement are for convenience of reference only and shall to no extent and in no event have the effect of amending or changing the express description of the Sections as set forth in this Agreement. Nothing contained in any Schedule should be construed as an admission of Liability or responsibility of any party to any third party in connection with any pending or threatened Legal Proceeding or otherwise. Except as and to the extent expressly provided in this Agreement, in no event shall the listing or disclosure of any information or document in any Schedule or in the documents referred to or incorporated by reference in any such Schedule constitute or be deemed to imply any representation, warranty, undertaking, covenant or other obligation of the Sellers or the Company not expressly set out in this Agreement or shall such disclosure be construed as extending the scope of any representation or warranty, undertaking, covenant or obligation set out in this Agreement. Any capitalized terms used in any Annex, Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreeme...
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Annexes/Exhibits/Schedules. The Annexes, Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are a material and integral part of this Agreement. All Annexes, Exhibits and Schedules referred to herein are incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Annex, Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement. Any matter set forth on any of the Annexes, Exhibits and Schedules shall be deemed set forth in all other Annexes, Exhibits and Schedules to the extent there is a specific cross- reference. The information contained in this Agreement, the Annexes, Schedules and Exhibits is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party to any third party of any matter whatsoever (including any violation of applicable Law or breach of contract).
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Related to Annexes/Exhibits/Schedules

  • 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.

  • 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.

  • ANNEXES, EXHIBITS AND SCHEDULES Annex I List of Commitments Exhibit A Form of Note Exhibit B-1 Form of Initial Funding Disbursement Request Exhibit B-2 Form of Subsequent Funding Request Exhibit B-3 Form of Invoice Disbursement Request Exhibit C Form of Direction Letter Exhibit D Form of Compliance Certificate Exhibit E Form of Legal Opinion of Xxxxxx & Xxxxxx, special counsel to the Borrower Exhibit F-1 Security Instruments Exhibit F-2 Form of Security Agreement Exhibit G Form of Assignment and Assumption Exhibit H Form of Conveyance of Overriding Royalty Interest Exhibit I Form of Warrant Agreement Exhibit J Form of Letter-in-Lieu Exhibit K Development Plan Exhibit L Form of Pledge Agreement Schedule 1.01 AFE Requirements Schedule 1.02 Approved Counterparties Schedule 8.05 Litigation Schedule 8.06 Environmental Matters Schedule 8.13 Insurance Schedule 8.15 Subsidiaries and Partnerships Schedule 8.17 Title to Properties Schedule 8.19 Gas Imbalances Schedule 8.20 Marketing Contracts Schedule 8.21 Swap Agreements Schedule 8.25 Material Agreements Schedule 8.30 Past Due Accounts Payable Schedule 9.02(e) Notice of Certain Events Schedule 9.18(b)(i) 3% Properties Schedule 9.18(b)(ii) 2% Properties Schedule 10.02 Debt Schedule 10.03 Excepted Liens Schedule 10.05 Investments Schedule 10.07 Leases Schedule 10.23 Net Sales Volumes

  • 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.

  • LIST OF SCHEDULES AND EXHIBITS SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(C) - CONSOLIDATED EBITDA SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 2.10 - LETTERS OF CREDIT SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - CAPITALIZATION SCHEDULE 6.1.3 - SUBSIDIARIES SCHEDULE 6.1.7 - LITIGATION SCHEDULE 6.1.8 - OWNED AND LEASED REAL PROPERTY SCHEDULE 6.1.13 - CONSENTS AND APPROVALS SCHEDULE 6.1.15 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 6.1.18 - PARTNERSHIP AGREEMENTS; LLC AGREEMENTS SCHEDULE 6.1.19 - INSURANCE POLICIES SCHEDULE 6.1.21 - MATERIAL CONTRACTS SCHEDULE 6.1.23 - EMPLOYEE BENEFIT PLAN DISCLOSURES SCHEDULE 6.1.25 - ENVIRONMENTAL DISCLOSURES SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.3 - GUARANTIES SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS SCHEDULE 8.2.9 - PERMITTED PARTNERSHIPS, LLCs, JOINT VENTURES SCHEDULE 8.2.10 - BUSINESS DESCRIPTIONS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(D)(1) - DEBENTURE PLEDGE AGREEMENT EXHIBIT 1.1(D)(2) - DEED OF HYPOTHEC EXHIBIT 1.1(D)(3) - DEMAND DEBENTURE EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(P)(1) - AMENDMENT TO PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(R) - REVOLVING CREDIT NOTE EXHIBIT 1.1(S)(1) - SECURITY AGREEMENT EXHIBIT 1.1(S)(2) - SWING LOAN NOTE EXHIBIT 1.1(T) - TERM NOTE EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 7.1.4 - OPINION OF COUNSEL EXHIBIT 7.1.16 - LANDLORD’S WAIVER EXHIBIT 8.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 8.3.4 - BORROWING BASE CERTIFICATE AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT is dated as of August 15, 2005, and is made by and among KOPPERS INC., a Pennsylvania corporation (the “Borrower”), EACH OF THE GUARANTORS (as hereinafter defined), the BANKS (as hereinafter defined), PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Banks under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”) and NATIONAL CITY BANK OF PENNSYLVANIA, as Syndication Agent, and CITIZENS BANK OF PENNSYLVANIA, BANK OF AMERICA, N.A. and FIRST COMMONWEALTH BANK, as Co-Documentation Agents.

  • LIST OF EXHIBITS AND SCHEDULES Exhibit A-1 Form of Canadian Revolver Note Exhibit A-2 Form of U.S. Revolver Note Exhibit A-3 Form of U.K. Revolver Note Exhibit B Assignment and Acceptance Exhibit C Assignment Notice Exhibit D Form of Compliance Certificate Exhibit E Form of Debenture Schedule E-1 Existing Letters of Credit Schedule 1.1 Commitments of Lenders Schedule 1.1A Mandatory Cost Formulae Schedule 1.1C U.K. Eligible Foreign Accounts Schedule 1.1D U.K. Non-Bank Lenders Schedule 5.9.9 Treaty Lenders under HMRC DT Passport Scheme Schedule 8.6.1 Business Locations Schedule 9.1.9 Environmental Matters Schedule 9.1.12 ERISA Compliance Schedule 9.1.13 Names and Capital Structure Schedule 9.1.21 Labor Contracts Schedule 10.2.1 Existing Liens Schedule 10.2.2 Permitted Investments Schedule 10.2.3 Permitted Debt SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is dated as of December 22, 2011, among CALLAWAY GOLF COMPANY, a Delaware corporation (“Parent”), CALLAWAY GOLF SALES COMPANY, a California corporation (“Callaway Sales”), CALLAWAY GOLF BALL OPERATIONS, INC., a Delaware corporation (“Callaway Operations”, and together with Parent and Callaway Sales, collectively, “U.S. Borrowers”), CALLAWAY GOLF CANADA LTD., a Canada corporation (“Canadian Borrower”) CALLAWAY GOLF EUROPE LTD., a company organized under the laws of England (registered number 02756321) (“U.K. Borrower” and together with the U.S. Borrowers and the Canadian Borrower, collectively, “Borrowers”), the other Obligors party to this Agreement from time to time, the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as administrative agent and as security trustee for the Lenders (“Agent”).

  • Recitals, Schedules and Exhibits The Recitals, Schedules and Exhibits to this Agreement are incorporated herein and, by this reference, made a part hereof as if fully set forth herein.

  • Exhibits and Attachments All exhibits and attachments to this Sublease are a part hereof.

  • 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.

  • Headings, Schedules and Exhibits The Article and/or Section headings and the Table of Contents in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Schedules and Exhibits 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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