LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 1.1(Q)(1) - QUALIFIED ACCOUNTS SCHEDULE 1.1(Q)(2) - QUALIFIED INVENTORY SCHEDULE 1.1(R) - REAL PROPERTY SCHEDULE 1.1(V) - VENDOR LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS SCHEDULE 6.1.2 - SUBSIDIARIES SCHEDULE 6.1.14 - INSURANCE SCHEDULE 6.1.15 - ERISA DISCLOSURES SCHEDULE 6.1.16 - ENVIRONMENTAL DISCLOSURES SCHEDULE 7.1 - EXISTING INDEBTEDNESS SCHEDULE 7.1.1 - OPINION OF COUNSEL SCHEDULE 8.1.3 - INSURANCE REQUIREMENTS RELATING TO COLLATERAL SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 8.2.4 - PERMITTED LOANS AND INVESTMENTS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWING BASE CERTIFICATE EXHIBIT 1.1(D) - DEPOSIT ACCOUNT CONTROL AGREEMENT EXHIBIT 1.1(G)(1) - GUARANTOR JOINDER EXHIBIT 1.1(G)(2) - GUARANTY AGREEMENT EXHIBIT 1.1(I)(1) - INDEMNITY EXHIBIT 1.1(I)(2) - INTERCOMPANY SUBORDINATION AGREEMENT EXHIBIT 1.1(I)(3) - INTERCREDITOR AGREEMENT EXHIBIT 1.1(M) - MORTGAGE EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(P)(1) - PATENT, TRADEMARK AND COPYRIGHT SECURITY AGREEMENT EXHIBIT 1.1(P)(2) - PLEDGE AGREEMENT EXHIBIT 1.1(S) - SECURITY AGREEMENT EXHIBIT 2.5.1 - LOAN REQUEST EXHIBIT 2.5.2 - SWING LOAN REQUEST EXHIBIT 5.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 5.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE EXHIBIT 8.3.3 - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of December 21, 2012 and is made by and among XXXXXXXXX ENERGY, INC., a Delaware corporation (the “Borrower”), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), STIFEL BANK & TRUST, in its capacity as syndication agent for the Lenders under this Agreement, and PNC BANK, NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders under this Agreement (hereinafter referred to in such capacity as the “Administrative Agent”). The Borrower has requested the Lenders to provide a revolving credit facility to the Borrower in an aggregate principal amount not to exceed $50,000,000. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenan...
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(E) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 7.1.2 - CAPITALIZATION; SUBSIDIARIES SCHEDULE 9.2.1 - PERMITTED INDEBTEDNESS EXHIBITS EXHIBIT 1.1(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.1(B) - BORROWER JOINDER EXHIBIT 1.1(G) - GUARANTOR JOINDER EXHIBIT 1.1(L) - XXXXXX XXXXXXX EXHIBIT 1.1(N)(1) - REVOLVING CREDIT NOTE EXHIBIT 1.1(N)(2) - SWING LOAN NOTE EXHIBIT 1.1(N)(3) - TERM NOTE EXHIBIT 2.4.1 - LOAN REQUEST EXHIBIT 2.4.2 - SWING LOAN REQUEST EXHIBIT 6.9.7(A) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.9.7(B) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.9.7(C) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 6.9.7(D) - U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) EXHIBIT 9.2.6 - ACQUISITION COMPLIANCE CERTIFICATE EXHIBIT 9.3.3 - QUARTERLY COMPLIANCE CERTIFICATE EXHIBIT 9.3.4 - BORROWING BASE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is originally dated as of July 13, 2017, and is made by and among MASTECH DIGITAL, INC., a Pennsylvania corporation (“MDI”), each of the other BORROWERS (as hereinafter defined), each of the GUARANTORS (as hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in its capacity as the Administrative Agent (as hereinafter defined). The Borrowers have requested the Lenders to provide (i) a revolving credit facility to the Revolving Borrowers (as hereinafter defined) in an aggregate principal amount not to exceed Forty Million and 00/100 Dollars ($40,000,000.00), including therein a Swing Loan (as hereinafter defined) subfacility to the US Revolving Borrowers (as hereinafter defined) and a Letter of Credit (as hereinafter defined) subfacility to the US Revolving Borrowers, and (ii) a Thirteen Million One Hundred Thousand and 00/100 Dollar ($13,100,000.00) term loan facility to the Acquisition Borrowers, in each case subject to Section 5.7 [Incremental Loans]. In consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto covenant and ...
LIST OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Description of Seller Real Estate Schedule 1.1(b) List of Proprietary Rights Schedule 1.1(c) List of Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Approvals Schedule 1.1(i) Categories of Pre-Paid Expenses Schedule 1.1(l) Categories and Aggregate Value of Inventory Schedule 1.1(n) List of Computer Software Schedule 1.1(o) List of Easements and Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 List of Required Filings, Permits, Consents, Approvals and Notices Schedule 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.11(iii) List of Certain Financial Matters Schedule 5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) Description of Partnership Real Estate Schedule 5.16(d) List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Covenant *Exhibit C Form of Certain Lease Terms *Exhibit C-1 List of Leases *Exhibit C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit G Form of...
LIST OF SCHEDULES AND EXHIBITS. Schedules
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.0 Certain Terms As Defined in the Act, As of September 13, 1996 Schedule 3.0 Implementation Schedule Schedule 4.0 Interconnection Points in LATA Schedule 4.5 Interconnection Points for Different Types of Traffic Schedule 6.3 Rate Elements Under Meet Point Billing Schedule 27.0 Performance Interval Dates for Specified Activities Schedule 27.1 ETC Service Quality Standards Exhibits Exhibit A Detailed Schedule of Itemized Charges Exhibit B Network Element Bona Fide Request Exhibit C Directory Assistance and Call Completion Services Agreement Exhibit D IntraLATA Telecommunications Services Settlement Agreement INTERCONNECTION AGREEMENT UNDER SECTIONS 251 AND 252 OF THE TELECOMMUNICATIONS ACT OF 1996 This Interconnection Agreement under Sections 251 and 252 of the Telecommunications Act of 1996, is effective as of the 13th day of September, 1996 (the “Effective Date”), by and between Xxxx Atlantic-Pennsylvania, Inc. (“BA”), a Pennsylvania corporation with offices at 0000 Xxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000, and Eastern TeleLogic Corporation (“ETC”), a Delaware corporation with offices at 000 Xxxxxxx Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000.
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(E) - EXISTING LETTERS OF CREDIT SCHEDULE 1.1(M) - MATERIAL SUBSIDIARIES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 5.1.1 - DOMESTIC QUALIFICATIONS TO DO BUSINESS SCHEDULE 5.1.2 - SUBSIDIARIES SCHEDULE 5.1.6 - LITIGATION SCHEDULE 5.1.12 - CONSENTS AND APPROVALS SCHEDULE 5.1.14 - PATENTS, TRADEMARKS, COPYRIGHTS, LICENSES, ETC. SCHEDULE 7.2.1 - PERMITTED INDEBTEDNESS SCHEDULE 7.2.4 - EXISTING INVESTMENTS (NON-SUBSIDIARY INVESTMENTS)
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(A) Pricing Grid Schedule 1.1(B) Commitments of Lenders Schedule 6.1 Qualifications To Do Business Schedule 6.3 Subsidiaries Schedule 6.11 Pledged Securities Schedule 6.21 Additional Material Contracts Schedule 7.1.1(i) Lien Searches Schedule 8.1.18 Title Requirements Schedule 8.1.21 Post-Closing Matters Schedule 8.2.1 Existing Indebtedness Schedule 8.2.2 Existing Liens Schedule 8.2.4 Existing Investments Schedule 8.2.8 Existing Affiliate Transactions Schedule 8.2.14 Existing Restrictions on Subsidiaries Schedule 8.2.15 Existing Negative Pledge Agreements
LIST OF SCHEDULES AND EXHIBITS. SCHEDULE 1.1(A) - PRICING GRID SCHEDULE 1.1(B) - COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES SCHEDULE 1.1(P) - PERMITTED LIENS SCHEDULE 6.1.1 - QUALIFICATIONS TO DO BUSINESS 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 7.1.16 - EVENTS OF DEFAULT SCHEDULE 8.2.1 - PERMITTED INDEBTEDNESS EXHIBITS
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES SCHEDULE 1.01(A) - PRICING GRID SCHEDULE 1.01(B) - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES SCHEDULE 1.01(P) - EXISTING LIENS SCHEDULE 5.01(b) - SUBSIDIARIES SCHEDULE 5.01(h) - REINSURANCE COVERAGE SCHEDULE 7.02(a) - EXISTING INDEBTEDNESS EXHIBITS EXHIBIT 1.01(A) - ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT 1.01(B) - BID NOTE EXHIBIT 1.01(G)(1) - GUARANTOR JOINDER EXHIBIT 1.01(G)(2)-1 - GUARANTY AGREEMENT OF MATERIAL NON-AGC SUBSIDIARIES EXHIBIT 1.01(G)(2)-2 - GUARANTY AGREEMENT OF ASSURED GUARANTY CORP. EXHIBIT 1.01(R) - REVOLVING CREDIT/TERM LOAN NOTE EXHIBIT 2.05 - COMMITTED LOAN REQUEST EXHIBIT 2.08(a) - BID LOAN REQUEST EXHIBIT 6.01(d) - OPINION(S) OF COUNSEL EXHIBIT 7.03(c) - QUARTERLY COMPLIANCE CERTIFICATE CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of April 29, 2004, and is made by and among ASSURED GUARANTY LTD., a company organized under the laws of Bermuda, ASSURED GUARANTY CORP., a Maryland corporation, ASSURED GUARANTY (UK) LTD., a company organized under the laws of England and Wales, the BANKS (as hereinafter defined), and ABN AMRO BANK N.V., in its capacity as administrative agent for the Banks under this Agreement and sole bookrunner.
LIST OF SCHEDULES AND EXHIBITS. [Note: This list is to be revised in accordance with the actual Schedules and Exhibits used for each client agreement.] Schedules: Schedule A Description of Products Schedule B Summary of Fees Schedule C Additional Definitions Schedule D Example of Price Adjustment Calculation Schedule E Copy of Executed Confidentiality Agreement Exhibits: Exhibit A Continuing Guaranty and Indemnification Agreement Exhibit B Customer Services Exhibit C Warehousing and Inventory Program Services Exhibit D Distribution Services Exhibit E Warehousing and Distribution of Sample Products Exhibit F Marketing Materials Fulfillment Services Exhibit G Contract Administration and Chargeback Processing Exhibit H Accounts Receivable Management and Cash Applications Exhibit I Financial Management Services Exhibit J IT Services SCHEDULE A DESCRIPTION OF PRODUCTS Description NDC Number Corlux TBD Samples Free Goods SCHEDULE B SUMMARY OF FEES Fee Amount Description 3PL Services Development and Implementation [***] • Hiring and training of staff • ERP system set up • Project management time for implementation • Data interface design and testing **Should data file transfer custom development be required, additional fees will apply at the per hour rate • Corcept-specific telecommunications set up • Creation of a Corcept-specific DataMart and RealTime Web Portal • 852/867 Service Support set up • If a website is developed for ordering marketing materials, there will be an additional one-time fee of $10,000 Stand-Ready Fee [***]month Monthly fee assessed if Program Launch Date is delayed. Monthly Management Fee Customer Service [***] • Address customer inquiries as Corcept Warehouse & Distribution • Manage Customer Relationship Returns Management [***] • Account Set Up Finance [***] • License Verification Information Technology & Reporting Chargeback Management Sample Management Marketing Material Management [***] • Order Processing • Sample Order Processing • Marketing Material Order Processing • Returns • Product Inquiries • Inventory pick, pack and ship from ICS distribution center • Corcept-Branded Packing Slips • Daily Cycle Counts • One Physical Inventory Count per annum • Inventory Management • Invoicing as Corcept • Establish Credit Limits • Process Returns • Call Triage • Accounts Receivable Management • Collections [***] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with re...
