INDEX OF SCHEDULES. Schedule 2.1(a) Tangible Personal Property Schedule 2.1(c) Equipment and Other Personal Property Leases Schedule 2.1(e) Intellectual Property Schedule 2.1(f) Permits Schedule 2.2(g) Notes Receivable from Affiliates Schedule 2.2(i) Retained Inventory Schedule 2.3(a)(ii) Assumed Accrued Expenses Schedule 2.3(a)(iii) Assumed Contracts Schedule 2.3(b)(i) Excluded Accrued Expenses Schedule 3.2(c) Working Capital Determination Schedule 3.4 Allocation of Purchase Price Schedule 5.2 Authority; Consents Schedule 5.4 Real Property Schedule 5.5 Environmental Matters Schedule 5.6(a) Title to Purchased Assets Schedule 5.6(b) Die Ownership Schedule 5.7 Taxes Schedule 5.8 Litigation Schedule 5.9 Financial Statement Exceptions Schedule 5.10(a) Accounts Payable and Accrued Expenses Schedule 5.10(b) Indebtedness Schedule 5.11 Transactions with Affiliates Schedule 5.13 Absence of Undisclosed Liabilities Schedule 5.14 Customers Schedule 5.15 Suppliers Schedule 5.16 Business Relations Schedule 5.17 Material Contracts Schedule 5.18 Purchase Orders Schedule 5.19 Receivables Schedule 5.20 Inventory Schedule 5.21 Products and Warranties Schedule 5.22 Employment Matters Schedule 5.23(a) Non-Union Employees Schedule 5.23(b) Union Employees Schedule 5.24 Employee Benefit Plans and Other Plans Schedule 5.25 Licenses and Permits Schedule 5.26 Governmental Reports Schedule 5.28 Intellectual Property Schedule 5.29 Powers of Attorney Schedule 5.30 Insurance Schedule 5.31 Brokerage & Finder’s Fees Schedule 5.33 No Changes ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 10, 2010, between T & W FORGE, INC., an Ohio corporation (“Seller”) and TWF ACQUISITION, LLC, an Ohio limited liability company (“Purchaser”).
INDEX OF SCHEDULES. Schedule 1.1(bb) Customary Conditions Schedule 1.1(kk) Certain Excluded Assets Schedule 1.1(mm) Certain Excluded Liabilities Schedule 1.1(ffff) Shared MONY Reinsurance Agreements Schedule 2.5(a)(i) Form of Closing Statement Schedule 2.5(a)(ii) Closing Statement Methodologies Schedule 2.5(a)(iii) Pro Forma Closing Statement Schedule 5.16 Investment Assets Purchaser Disclosure Letter Seller Disclosure Letter This MASTER AGREEMENT (this “Agreement”), dated as of April 10, 2013, is entered into by and among AXA Equitable Financial Services, LLC, a Delaware limited liability company (“Seller”), AXA Financial, Inc., a Delaware corporation (“Parent”), and Protective Life Insurance Company, an insurance company organized under the laws of the State of Tennessee (“Purchaser”).
INDEX OF SCHEDULES. Amend as required 1 Property and Service Details 2 Agent’s Management Fees, Allowances and Charges 3 Housing Management Services and Standards 4 Housing Maintenance Services and Standards 5 Repair Options 1 and 2 6 Criteria for Agents Repair Option 2 7 Services 8 Occupancy Agreement 9 Joint Working Protocol 10 Allocation Policy 11 Fire Safety 12 Alterations Policy 13 Adaptations Policy 14 Tenant Compensation Repairs
INDEX OF SCHEDULES. Schedule 1.1 (A) Policy Forms
INDEX OF SCHEDULES. Schedules
INDEX OF SCHEDULES. Seller Schedule Description --------------- ----------- ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (the or this "Agreement") is made and entered into as of October 1, 2002 by and among PCV Acquisition, Inc., a Delaware corporation ("Buyer"); PowerCerv Corporation, a Florida corporation ("PowerCerv"); PowerCerv Technologies Corporation, a Florida Corporation and wholly-owned subsidiary of PowerCerv (the "Subsidiary", and together with PowerCerv, the "Seller"); and ASA International Ltd., a Delaware Corporation and the sole Stockholder of Buyer ("ASA").
INDEX OF SCHEDULES. Schedule 1.1(i) Assumed Reinsurance Agreements Schedule 1.1(ii) Other Reinsurance Schedule 2.12 Interest Maintenance Reserve INDEX OF ANNEXES Annex A-1 List of Reinsurance Assets Annex A-2 List of Unavailable Assets Annex B Net Settlements Annex C Net Retained Liabilities Ceding Commission Adjustment Annex D Life Reference Balance Sheet Annex E Additional Life Reference Balance Sheet Assets AMENDED AND RESTATED COINSURANCE AGREEMENT This Amended and Restated Coinsurance Agreement (this “Agreement”), dated as of December 28, 2015, is made by and between Athene Annuity and Life Company, an insurance company organized under the laws of the State of Iowa (formerly known as Aviva Life and Annuity Company) (the “Company”), and Accordia Life and Annuity Company, an insurance company organized under the laws of the State of Iowa (formerly known as Presidential Life Insurance Company - USA) (the “Reinsurer”; each of the Company and the Reinsurer, a “Party” and together, the “Parties”) and amends and restates in its entirety the Coinsurance Agreement, dated as of October 1, 2013, made by and between the Company and the Reinsurer.
INDEX OF SCHEDULES. 8 PREAMBLE.......................................................................... 10 1 The Group Companies............................................................ 10
INDEX OF SCHEDULES. Description Schedule I List of Members and Company LLC Interests Schedule II Permitted Liens Schedule Schedule III Merger Consideration Schedule Schedule IV Disclosure Schedules AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (the “Agreement”) is made as of July 9, 2015 by and among Katsu-Glendale, LLC, a California limited liability company (the “Company”), SBEEG Holdings, LLC, a Delaware limited liability company (“SBEEG”), SBE/Katsuya USA, LLC, the manager of the Company (the “Manager”), The ONE Group Hospitality, Inc., a Delaware corporation (“Parent”), and Wasabi Acquisition Glendale, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”). The Company, Parent, Merger Sub and SBEEG are collectively referred to herein as the “Parties” and individually each as a “Party.”
INDEX OF SCHEDULES vi ARTICLE I. DEFINITIONS ................................................. 1
