EXHIBITS, ANNEXES AND SCHEDULES. All exhibits, annexes and Schedules, or documents expressly incorporated into this Amendment, are hereby incorporated into this Amendment and are hereby made a part hereof as if set out in full in this Amendment. The specification of any dollar amount in this Amendment or the inclusion of any specific item in any Schedule is not intended to imply that such amounts, or higher or lower amounts or the items so included or other items, are or are not material, and no party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy as to whether any obligation, items or matter not described herein or included in a Schedule is or is not material for purposes of this Amendment.
EXHIBITS, ANNEXES AND SCHEDULES. Exhibit A-1 Form of Borrowing Notice Exhibit A-2 Form of Available Borrowing Base Certificate Exhibit A-3 Form of Interest Election Request Exhibit B Assignment and Assumption Exhibit C-1 Form of Letter of Credit Exhibit C-2 Form of Notice of LC Activity Exhibit D-1 Form of U.S. Tax Compliance Certificate Exhibit D-2 Form of U.S. Tax Compliance Certificate Exhibit D-3 Form of U.S. Tax Compliance Certificate Exhibit D-4 Form of U.S. Tax Compliance Certificate Exhibit E Form of Partnership Flip Back-Up Servicing Agreement Exhibit F Form of Partnership Flip Transition Management Agreement Exhibit G Form of Eligible Customer Agreements Exhibit H-1 Form of Revolving Loan Note Exhibit H-2 Form of LC Loan Note Exhibit I Form of Base Case Model Exhibit J Form of Debt Service Coverage Ratio Certificate Exhibit K Form of Financial Statement Certificate Exhibit L Initial Budget Exhibit M Form of Permitted Fund Disposition Certificate Exhibit N Form of Tax Equity Fund Certificate Exhibit O Form of Wholly Owned Holdco Guaranty and Security Agreement Exhibit P Form of Wholly Owned Opco Certificate Exhibit Q Form of Wholly Owned Opco Guaranty and Security Agreement Exhibit R Form of Amended and Restated Depository Agreement Exhibit S Form of Amended and Restated Cash Diversion and Commitment Fee Guaranty Exhibit T Form of Accession Agreement to Guaranty and Security Agreement ([***] and [***] 2017) Annex A [Reserved] Annex B Fundamental Tax Equity Structure Characteristics Annex C Conventional Tax Equity Structure Characteristics Schedule IV Administrative Agent’s Office Schedule 1.01(a) Tax Equity Documents and Wholly Owned Opco Documents Schedule 1.01(b) Approved Vendor List Schedule 2.01 Lenders’ Commitments Schedule 5.03(e) Organizational Structure Schedule 5.03(f) Loan Parties; Tax Equity Opcos; Ownership Percentages Schedule 5.04 Governmental Authorization; Compliance with Laws [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission Schedule 5.08 Financial Statement Exceptions Schedule 5.10 Litigation; Adverse Facts Schedule 5.11 Taxes Schedule 5.14 Insurance Schedule 5.19 Brokers Schedule 5.23(f) Portfolio Document Exceptions Schedule A Project Information [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Excha...
EXHIBITS, ANNEXES AND SCHEDULES. All Exhibits, Annexes and Schedules attached hereto are by reference made a part hereof.
EXHIBITS, ANNEXES AND SCHEDULES. The definitions and provisions set forth on Exhibit A and the Annexes and Schedules attached hereto are incorporated herein and made a part of this Agreement.
EXHIBITS, ANNEXES AND SCHEDULES. Escrow Agreement Exhibit A Paying Agent Agreement Exhibit B Restrictive Covenant Agreement Exhibit C Distribution Methodology Annex 1 Additional Sellers Schedule 1.1(a) Working Capital Schedule Schedule 1.1(b) Restrictive Covenant Agreement Individuals Schedule 1.1(c) Purchase Price Allocation Schedule 2.2(h) Company Debt to be Repaid at Closing Schedule 11.1(k) Terminations Schedule 11.1(l) Intellectual Property Actions Schedule 7.15 Disclosure Schedule -- UNIT PURCHASE AGREEMENT THIS UNIT PURCHASE AGREEMENT (this “Agreement”) is made as of March 18, 2024 (the “Agreement Date”), by and among (a) Carlisle Companies Incorporated, a Delaware corporation (“Buyer”), (b) PWP Growth Equity Fund II LP, a Delaware limited partnership (“GreyLion Seller”), (c) MTL CP LP, a Delaware limited partnership (“CP Seller”), (d) MTL Management Pool LLC, a Delaware limited liability company (“Management Pool”), (e) PWP Growth Equity Fund II B LP, a Delaware limited partnership (“Blocker Seller”), (f) the Persons listed on Schedule 1.1(a) (the “Additional Sellers” and together with GreyLion Seller, Blocker Seller, CP Seller and Management Pool, the “Sellers”), (g) MTL Holdings LLC, a Delaware limited liability company (the “Company”), (h) MTL GEF Blocker LLC, a Delaware limited liability company (“Blocker” and together with Buyer, the Sellers, the Company and the Seller Representative, the “Parties” and each a “Party”) and (i) GreyLion Seller, solely in its capacity as the Seller Representative (as defined in Section 15 hereto).
EXHIBITS, ANNEXES AND SCHEDULES. All Exhibits, Annexes and Schedules, or documents expressly incorporated into this Agreement, are hereby incorporated into this Agreement and are hereby made a part hereof as if set out in full in this Agreement. The Schedules shall be arranged in Sections and subsections corresponding to the numbered and lettered Sections and subsections set forth in this Agreement. Any item disclosed in the Company Disclosure Schedules or in the SPAC Disclosure Schedules corresponding to any Section or subsection of Article IV or Article V (in the case of the Company Disclosure Schedules) or Article VI (in the case of the SPAC Disclosure Schedules) shall be deemed to have been disclosed with respect to every other Section and subsection of Article IV or Article V (in the case of the Company Disclosure Schedules) or Article VI (in the case of the SPAC Disclosure Schedules), as applicable, where the relevance of such disclosure to such other Section or subsection is reasonably apparent on the face of the disclosure. The information and disclosures set forth in the Schedules that correspond to the Section or subsections of Article IV, Article V or Article VI may not be limited to matters required to be disclosed in the Schedules, and any such additional information or disclosure is for informational purposes only and does not necessarily include other matters of a similar nature. The disclosure of any information shall not be deemed to constitute an acknowledgement that such information is required to be disclosed in connection with any representation, warranty, covenant or agreement contained in, or other provision of, this Agreement, nor shall such disclosure or information be deemed to establish a standard of materiality.
EXHIBITS, ANNEXES AND SCHEDULES. Exhibit A Form of Escrow Agreement Exhibit B Form of Robbibaro Employment Agreement Exhibit C Form of Joinder Agreement Schedule 1.1(j) Schedule 2.2(c) Schedule 4.1(p) Schedule 6.1 Schedule 6.2 Schedule 6.3 Schedule 6.10 Disclosure Schedules INDEX Accounts Receivable 25 Accounts Receivable List 25 Acquired Assets 2 Acquisition 2 Action 19 Actual Closing Date Working Capital Amount 7 Adjusted Closing Date Working Capital Amount 6 Agreement 1 Assets 3 Assumed Liabilities 4 Baseline Working Capital Amount 5 Benefit Plan Resolution 45 Buyer 1 Buyer Indemnitees 38 Cash Purchase Price 4 CERCLA 20 CERCLIS 20 Closing 5 Closing Date 5 Closing Date Balance Sheet 6 Closing Date Working Capital Amount 6 COBRA 46 Code 8 Company Group 15 Confidentiality Agreement 30 Core Representations 40 Current Financial Statements 24 Customer List 11 Damages 38 Deductible Amount 40 Disclosure Schedule 8 DOL 23 Xxxxxxx Trust I 1 Xxxxxxx Trust II 1 Xxxxxxx Trust III 1 Electrasem 15 employee benefit plan 22 Environmental Conditions 19 Environmental Law 21 Environmental Permits 19 ERISA 22 Escrow Agent 4 Escrow Agreement 4 Escrow Amount 4 Escrow Period 43 Excluded Liabilities 5 FAC 1 Financial Statements 24 FIRPTA Certificate 36 Form W-9 35 Fundamental Representations 41 Gassonic 15 GM Disc 1 GM Group 15 GMI Indemnitees 40 GMIL 1 GMIL Sellers 1 GMIL Transaction 1 GMP 15 GMS 15 XXXX 00 GMT 1 GMT Agreement 1 GMT Transaction 1 Governmental Authority 19 gross up 23 Hazardous Substances 21 HSR Act 33 Indebtedness 25 Indemnified Party 40 Indemnifying Party 40 Intellectual Property 17 Inventories 26 IRS 23 Joinder Agreement 36 Joinder Parties 2 Known 9 Lien 15 Liens 15 Material Adverse Effect 9 Material Contract List 18 Most Recent Balance Sheet 24 MSA 1 multi-employer plan 23 multiple employer welfare arrangement 23 Negotiation Period 42 Order 19 Permitted Encumbrances 15 Person 10 Plan 22 Purchase Price 4 Purchase Price Allocation 8 Related Persons 15 Release 21 Representatives 14 Robbibaro Trust 1 Seller 1 Seller Accounting Practices 6 Seller Parties 1 Seller’s Representative 1 Software 18 Special Representations 41 Sperske Trust 1 Statutory Plans 22 Stockholder 1 Tax 12 Taxes 12 Third Party Claim 42 to the Knowledge of the Seller Parties 9 Transfer Taxes 32 Unaudited Financial Statements 24 voluntary employees’ beneficiary association 23 Working Capital Amount 5 Working Capital Firm 7 Working Capital Objection Notice 6 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT, dated as of Sep...
EXHIBITS, ANNEXES AND SCHEDULES. EXHIBIT A FORM OF OPINION OF [ASSOCIATE] GENERAL COUNSEL FOR LESSEE EXHIBIT B FORM OF OPINION OF SPECIAL COUNSEL FOR OWNER TRUSTEE EXHIBIT C [INTENTIONALLY LEFT BLANK] EXHIBIT D FORM OF OPINION OF AVIATION COUNSEL EXHIBIT E FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT F [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] EXHIBIT G FORM OF OWNER PARTICIPANT GUARANTEE ANNEX A DEFINITIONS ANNEX B PAYMENT INFORMATION SCHEDULE A CERTAIN TERMS SCHEDULE B RE-REGISTRATION CONDITIONS PARTICIPATION AGREEMENT ([YEAR] MSN [MSN]) THIS PARTICIPATION AGREEMENT ([YEAR] MSN [MSN]), dated as of [ ] (as amended, modified or supplemented from time to time, this “Agreement”), among (i) AMERICAN AIRLINES, INC., a Delaware corporation (together with its successors and permitted assigns, “Lessee”), (ii) [NAME OF OWNER PARTICIPANT], a [jurisdiction] [type of entity] (together with its successors and permitted assigns, “Owner Participant”), and (iii) XXXXX FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as expressly provided herein, but solely as Owner Trustee (herein in such capacity, together with its successors and permitted assigns, “Owner Trustee”, and in its individual capacity, together with its successors and permitted assigns, “Trust Company”).
EXHIBITS, ANNEXES AND SCHEDULES. EXHIBITS Exhibit A - Cutover Plan Support Agreement Exhibit B - Employee Matters Agreement Exhibit C - Intellectual Property Agreement Exhibit D - Seller Knowledge Exhibit E - Buyer Knowledge Exhibit F - Working Capital Calculation Methodologies Exhibit G - Amendment No. 1 to FS Trademark License Agreement Exhibit H Software License Agreement Exhibit I - SHE Video Services Agreement Exhibit J - Point Code and IP Address Agreement Exhibit K - Amendment No. 1 to FS Intellectual Property Agreement Exhibit L - Amendment No. 2 to FS Intellectual Property Agreement Exhibit M - Amendment No. 1 to FS Software License Agreement Exhibit N - Amendment No. 2 to FS Software License Agreement ANNEXES - Annex 1.1(a) - Assigned Contracts Annex 1.1(b) - Master Agreements
EXHIBITS, ANNEXES AND SCHEDULES. Exhibit A Contributed Assets Exhibit B Transition Services Agreement Annex 1 Permitted Liens Schedule 1.1 Closing Cash Contribution Schedule 2.3(a) Accounts Receivable Schedule Schedule 5.11 Post-Closing Assumed Contract Schedule 6.2(f) Open Diligence Matters Disclosure Schedule EAST\173542612.12 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made as of June 5, 2020 (the “Agreement Date”), by and between CIRCOR Energy Products, LLC, an Oklahoma limited liability company (“Seller”), KF Valves, LLC, a Delaware limited liability company (the “Acquired Company”), and Xxxxxxxx 000. V V GmbH (renamed into MS Valves GmbH), a German Limited Liability Company (Gesellschaft mit beschränkter Haftung) registered with the Commercial Register of the Local Court of Düsseldorf under no. HRB 89761 (“Buyer”).
