LIST OF DISCLOSURE SCHEDULES. Schedule 1.1A Non-Applicable Mexican Employees Schedule 1.1B Current MCI Employees Schedule 1.1C Global Patent Licenses Schedule 1.1D Marconi Guarantees Schedule 1.1E Permitted Liens on Real Property Schedule 1.1F Purchasers’ Knowledge Schedule 1.1G Retained IT Assets Schedule 1.1H Sellers’ Knowledge Schedule 1.1I Shared Contracts Schedule 1.1J Transferred IT Assets Schedule 1.1K Transferred IT Contracts Schedule 1.1L Transferred Owned Real Property Schedule 1.1M Transferred Patents Schedule 1.1N Transferred Real Property Leases Schedule 1.1O Transferred Technology Schedule 1.1P Transferred Registered Trademarks Schedule 2.2(l) Other Contracts Schedule 3.2(g) Calculation Principles Schedule 4.3(a) Seller Governmental Consents Schedule 4.3(b) Seller Other Consents
LIST OF DISCLOSURE SCHEDULES. Excluded Assets Schedule 2.1 Purchased Receivables Schedule 2.1 Estimated Purchased Inventory Schedule 2.1 Purchased Inventories Schedule 2.1 Required Consents Schedule 3.2 Capitalization Schedule 5.1 Restrictions Schedule 5.3 Financial Statements Schedule 5.4 Developments Schedule 5.5 Contracts Schedule 5.8 Proprietary Rights Schedule 5.9 Licenses Schedule 5.11 Litigation Schedule 5.12 Compliance Schedule 5.13 Employee Benefits Schedule 5.15 Insurance Schedule 5.16 Taxes Schedule 5.17 Affiliate Transactions Schedule 5.20 Purchase Price Allocation Schedule 8.2 Proprietary Products and Formulations Schedule 8.10(a) Excluded Products Schedule 8.10(b)
LIST OF DISCLOSURE SCHEDULES. 1.06 Allocation of Purchase Price
LIST OF DISCLOSURE SCHEDULES. Schedule 1.1(a) Creditors and Debt Schedule 1.1(b) Non-Fund Entities May 31, 2005 Balance Sheet Schedule 1.1(c) Non-Fund Entities May 31, 2005 Related Statements of Operations and Retained Earnings (Deficit) Schedule 1.1(d) Non-Fund Entities May 31, 2005 Related Statements of Cash Flows
LIST OF DISCLOSURE SCHEDULES. Section 1.1(i) Prepaid Expenses
LIST OF DISCLOSURE SCHEDULES. Indebtedness Schedule Transaction Expenses Schedule FBO Capital Expenditure Schedule Capital Stock Schedule Conflicts Schedule Consents Schedule Capitalization Schedule Subsidiaries Schedule Financial Statements Schedule Excluded Assets Schedule Developments Schedule Title to Assets Schedule Motor Vehicles Schedule Compliance Schedule Taxes Schedule Environmental Matters Schedule Intellectual Property Schedule Real Estate Schedule Litigation Schedule Employee Benefits Schedule Affiliate Transactions Schedule Insurance Schedule Employee Schedule Contracts Schedule Bank Accounts Schedule Airport Estoppel Schedule Seller Elimination Schedule Interim Operations Schedule D&O Indemnification Schedule Letter of Credit Schedule Material Adverse Effect Schedule STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 16, 2007 (the “Execution Date”), by and among Macquarie FBO Holdings LLC, a Delaware limited liability company (the “Purchaser”), Mercury Air Centers, Inc., a Delaware corporation (the “Company”), the stockholders of the Company listed on the stockholder signature page attached hereto (each a “Seller” and collectively, the “Sellers”), and Allied Capital Corporation, a Maryland corporation, as the Seller Representative (as defined below). The Purchaser, the Sellers and the Company are sometimes referred to collectively herein as the “Parties.” Certain capitalized terms which are used herein are defined in Article VIII below.
LIST OF DISCLOSURE SCHEDULES. Use of Proceeds Schedule Organization Schedule Capitalization Schedule Restrictions Schedule Financial Statements Schedule Liabilities Schedule Absence of Change Schedule Assets Schedule Accounts Receivable Schedule Real Property Schedule Environmental Matters Schedule Taxes Schedule Contracts Schedule Intellectual Property Schedule Litigation Schedule Broker Schedule Government Authorizations Schedule Affiliated Transactions Schedule Vendor Schedule Customer Schedule Compensation Schedule ERISA Plans Schedule Permitted Indebtedness Schedule Liens Schedule
LIST OF DISCLOSURE SCHEDULES. Liens Schedule Use of Proceeds Schedule Deposit Account Schedule Commercial Tort Claims Schedule R&W Exception Schedule Organization Schedule Capitalization Schedule Restrictions Schedule Liabilities Schedule Assets Schedule Taxes Schedule Contracts Schedule Intellectual Property Schedule Litigation Schedule Broker Schedule Affiliated Transactions Schedule Vendor Schedule
LIST OF DISCLOSURE SCHEDULES. Section 1.1(i)
LIST OF DISCLOSURE SCHEDULES. The following schedules to the Asset Purchase Agreement have been omitted from this Exhibit 2.4. The Company agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
