Common use of INDEX OF EXHIBITS Clause in Contracts

INDEX OF EXHIBITS. Exhibit A Purchase Price Note Exhibit B Stock Pledge and Security Agreement Exhibit C Employment Agreement of Xxxx Xxxxxx Exhibit D Employment Agreement of Xxxxxx Xxxxxx Exhibit E Employment Agreement of Xxxxx Xxxxxx Exhibit F Escrow Agreement INDEX OF SCHEDULES Schedule 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of Assets Schedule 3.16 Compliance with Laws Schedule 3.17 Labor and Employment Matters Schedule 3.18 Employee Benefit Plans Schedule 3.19 Tax Matters Schedule 3.20 Insurance Schedule 3.22 Licenses and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") is entered into effective as of January 17, 1997, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company (together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.

INDEX OF EXHIBITS. Exhibit A Purchase Price Note Lease Agreement Exhibit B Stock Pledge and Security Option Agreement Exhibit C Employment Agreement Bill xx Sale Exhibit D-1 Opinion of Xxxx Xxxxxx Counsel to Buyer Exhibit D Employment Agreement D-2(a) Opinion of Xxxxxx Xxxxxx Counsel to the Companies and the Shareholder Exhibit D-2(b) Opinion of Counsel to the Companies and the Shareholder Exhibit E Employment Assumption Agreement of Xxxxx Xxxxxx Exhibit F Cleanup Escrow Agreement INDEX OF SCHEDULES Exhibit G General Escrow Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Agreements Schedule 2.6 Capitalization of MTLM 1.1(k) Prepaid Expenses Schedule 3.1 1.2(c) Deferred Income Taxes Schedule 1.2(e) Insurance Policies Schedule 1.2(g) Other Excluded Assets Schedule 1.2(h) Shareholder Personal Property Schedule 4.1 Jurisdictions in which Qualified to do Business Schedule 3.4 4.5 Capitalization of Reserve and the Company Companies; Shareholder Schedule 3.5 Shareholders; Partners Schedule 3.6 4.6 Violations; Conflicts; etc. Schedule 3.8 4.8 Subsidiaries Schedule 3.9 4.9 Financial Statements Schedule 3.10 4.10 Changes since the Current Balance Sheet Date Schedule 3.11 4.11 Liabilities Schedule 3.12 4.12 Litigation Schedule 3.13 4.13 Environmental Matters Schedule 3.14(a4.14(a) Owned Real Estate Premises Schedule 3.14(b4.14(b) Leases Leased Premises Schedule 3.15 4.14(c) Additional Locations Schedule 4.15 Title to and Condition of Assets Schedule 3.16 4.16 Compliance with Laws Schedule 3.17 4.17 Labor and Employment Matters Schedule 3.18 4.18 Employee Benefit Plans Schedule 3.19 4.19 Tax Matters Schedule 3.20 4.20 Insurance Schedule 3.22 4.21 Receivables Schedule 4.22 Licenses and Permits Schedule 3.23 4.23 Relationships with Customers and Suppliers Schedule 3.24 4.24 Intellectual Property Schedule 3.25 4.25 Purchased Contracts Schedule 3.26 Material Customers 4.27 Documents Not Prepared by Companies or Shareholder Schedule 3.30 4.30 Names Schedule 4.1 Conduct of Business Pending Closing 4.31 Commissions Schedule 5.14 Employee Warrants 4.33(a) Fixed Asset Schedule 11.1 Missing Due Diligence Items Schedule 4.33(b) Liability Schedule Schedule 5.5 SEC Filings and Schedules Financial Information Schedule 6.2 Negative Covenants Schedule 11.19(a) Remediation Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AgreementAGREEMENT") is entered into effective as of January 1720, 19971998, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & MetalAMI Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of MTLM ("AMI" together with MTLM, "BUYER"); Aerospace Metals, Inc., an Ohio a Connecticut corporation ("AEROSPACE"); Aerospace Parts Security, Inc., a Connecticut corporation ("SECURITY"); The Suisxxx Xxxanium Corporation, a Connecticut corporation and a wholly-owned subsidiary of Aerospace ("TITANIUM") (Aerospace, Security and Titanium are hereinafter sometimes referred to individually as a "COMPANY" and collectively as the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("ReserveCOMPANIES"); and Xxxx X. XxxxxxMichxxx Xxxxxxx, Xxxxxx Xxxxxx xxing the sole shareholder of Aerospace and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company Security (together, the "ShareholdersSHAREHOLDER"). Certain other capitalized terms used herein are defined in ARTICLE XI Article XIII or elsewhere throughout this Agreement.

INDEX OF EXHIBITS. Exhibit A Purchase Price Note - Escrow Agreement Exhibit B Stock Pledge and Security B-1 - Gxxxxxxxx Xxxx Employment Agreement Exhibit B-2 - Gxxxxxx Xxxx Employment Agreement Exhibit C Employment Agreement - Opinion of Xxxx Xxxxxx Counsel to the Company and Sellers Exhibit D Employment - Sellers’ Certificate Exhibit E-1 - GM Squared Acquisitions Lease Agreement of Xxxxxx Xxxxxx Exhibit E Employment E-2 - Mana Associates Lease Agreement of Xxxxx Xxxxxx Exhibit F Escrow Agreement - Buyer’s Certificate INDEX OF SCHEDULES Schedule 2.6 Capitalization 1.3(b)(iii) Schedule of MTLM Sellers Schedule 3.1 Jurisdictions in which Qualified to do Business Organization and Corporate Power Schedule 3.3 Capitalization Schedule 3.4 Capitalization of Reserve and the Company Subsidiaries; Investments Schedule 3.5 ShareholdersAbsence of Conflicts; Partners Consents Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 3.7 Absence of Undisclosed Liabilities Schedule 3.8 Absence of Certain Developments Schedule 3.9(b) Leased Real Property Schedule 3.9(e) Personal Property Schedule 3.10 Accounts Receivable Schedule 3.12 Litigation Taxes Schedule 3.13 Environmental Matters Contracts and Commitments Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases 3.14 Intellectual Property Schedule 3.15 Title to and Condition of Assets Litigation; Proceedings Schedule 3.16 Brokerage (Company and Sellers) Schedule 3.17 Governmental Licenses and Permits Schedule 3.18 Employees Schedule 3.19 Employee Benefit Plans Schedule 3.20 Insurance Schedule 3.21 Officers and Directors; Bank Accounts Schedule 3.22 Insider Transactions Schedule 3.23 Compliance with Laws Schedule 3.17 Labor and Employment 3.24 Environmental Matters Schedule 3.18 Employee Benefit Plans Schedule 3.19 Tax Matters Schedule 3.20 Insurance Schedule 3.22 Licenses 3.25 Product and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Service Warranties Schedule 3.26 Material Products Liability; Recalls Schedule 3.27(a) Customers Schedule 3.27(b) Vendors Schedule 3.28 Indebtedness Schedule 3.29 No Acceleration of Rights or Benefits Schedule 3.30 Corporate Names and Locations Schedule 4.1 Conduct 4.2 Absence of Business Pending Closing Conflicts (Sellers) Schedule 5.14 Employee Warrants 4.3 Brokerage (Sellers) Schedule 11.1 Missing Due Diligence Items and Schedules 5.4 Consents (Buyer) Schedule 5.6 Brokerage (Buyer) Schedule 6.2(a) Indemnification Schedule 7.2 Allocation of ADSP STOCK PURCHASE AGREEMENT This Purchase Agreement THIS STOCK PURCHASE AGREEMENT (including all Schedules and Exhibits hereto, this "“Agreement"”) is entered into effective made as of January 17December 28, 19972007, by and among Metal ManagementAll Points Industries, Inc., a Florida corporation (the “Company”), Gxxxxxxxx Xxxx and Gxxxxxx Xxxx, the sole stockholders of the Company (each a “Seller” and collectively the “Sellers”), and The Hxxxxxx Group, Inc., a Delaware corporation ("MTLM"“Buyer”); X. Xxxxxx Iron & Metal. The Company, Inc.Sellers and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, an Ohio corporation capitalized terms used in this Agreement have the meanings set forth in Article VIII hereof. The authorized capital stock of the Company consists of 1,000 shares of common stock, without par value, of which 100 shares are issued and outstanding and owned beneficially and of record by Sellers (the "Company") “Common Stock”). Buyer desires to acquire from Sellers, and the sole general partner of Reserve Iron & Metal Limited PartnershipSellers desire to sell to Buyer, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders shares of Common Stock owned by Sellers (the Company (together, the "Shareholders"“Shares”). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.

INDEX OF EXHIBITS. Exhibit A Purchase Price Note Opinion of Counsel to Buyer Exhibit B Stock Pledge Opinion of Counsel to SVPC and Security Agreement the Shareholders Exhibit C Employment Agreement Bill of Xxxx Xxxxxx Sale Exhibit D Employment Agreement of Xxxxxx Xxxxxx Agreements Exhibit E Employment Agreement of Xxxxx Xxxxxx Incentive Compensation Plan Exhibit F Escrow Agreement Buyer's Promissory Notes and Guaranty INDEX OF SCHEDULES Schedule 2.6 1.2(c) Other Excluded Assets Schedule 2.1 Subordinated Term Note and Guaranty Schedule 4.5 Capitalization of MTLM SVPC; Shareholders Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 4.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 4.8 Financial Statements Schedule 3.10 4.9 Changes since the Current Balance Sheet Date Schedule 3.11 4.10 Liabilities Schedule 3.12 4.11 Litigation Schedule 3.13 4.12 Environmental Matters Schedule 3.14(a4.13(a) Owned Real Estate Premises Schedule 3.14(b4.13(b) Leases Leased Premises Schedule 3.15 4.13(c) Additional Locations Schedule 4.14 Title to and Condition of Assets Schedule 3.16 4.15 Compliance with Laws Schedule 3.17 4.16 Labor and Employment Matters Schedule 3.18 4.17 Employee Benefit Plans Schedule 3.19 4.18 Tax Matters Schedule 3.20 4.19 Insurance Schedule 3.22 4.20 Receivables Schedule 4.21 Licenses and Permits Schedule 3.23 4.22 Relationships with Customers and Suppliers Schedule 3.24 4.23 Intellectual Property Schedule 3.25 4.24 Purchased Contracts Schedule 3.26 Material Customers 4.26 Accuracy of Information Schedule 3.30 4.27 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules 4.28 Commissions ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this the "Agreement") is entered into effective as of January 17December 1, 19971998, by and among Metal ManagementCircuit Systems, Inc., an Illinois corporation ("CSI"), and SVPC Circuit Systems, Inc., a Delaware California corporation and a wholly-owned subsidiary of CSI ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "CompanySVCS") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("ReserveSVCS," together with "CSI," constitute "BUYER"); and Xxxx H.O.T.L.R.T., Inc. d/b/a Silicon Valley Printed Circuits, a California Corporation ("SVPC"); Xxxxxx X. XxxxxxXxxxxxxx, Xxxxxx Xxxxxx Xxxxxxx X. Xxxxxxx, and Xxxxx XxxxxxXxxxxxx X. Xxxxx, who constitute all of being the shareholders of the Company SVPC (togetherXxxxxxxx, the Xxxxxxx, and Xxxxx are hereinafter sometimes referred to individually as "ShareholdersSHAREHOLDER" and collectively as "SHAREHOLDERS") ("SVPC," together with "SHAREHOLDERS," constitute "SELLERS"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.

INDEX OF EXHIBITS. Exhibit A Purchase Price Note − Escrow Agreement Exhibit B Stock Pledge and − Loan Agreement Exhibit C − Security Agreement Exhibit C Employment Agreement of Xxxx Xxxxxx Exhibit D Employment Agreement of Xxxxxx Xxxxxx − Buyer Parent Guaranty Exhibit E Employment Agreement of Xxxxx Xxxxxx − Subsidiary Guaranty Exhibit F Escrow − Secured Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement INDEX OF SCHEDULES Schedule 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of 1.A Excluded Assets Schedule 3.16 1.B Net Working Capital Schedule 1.C Rate Adjustment Schedule 1.D Closing Pension/OPEB Shortfall Schedule 3.01(a) Seller Entities’ Jurisdictions of Incorporation/Formation Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting and Non-Voting Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 Compliance with Laws Schedule 3.17 Labor and Employment Matters 3.06 Taxes Schedule 3.18 3.07 Litigation Schedule 3.08(a) Financial Statements Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) Employee Benefit Plans Schedule 3.19 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business Names and Addresses Schedule 3.23 List of Bank Accounts Schedule 3.25 Privacy and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) Tax Matters Schedule 3.20 Insurance 9.01(c) Governmental and Third Party Consents Schedule 3.22 Licenses and Permits Schedule 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 5.14 Employee Warrants Schedule 11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement"9.01(r) is entered into effective as of January 17, 1997, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company (together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.Renewed Permits