Common use of LIST OF SCHEDULES Clause in Contracts

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 Intellectual Property Schedule 5.11 Material Contracts Schedule 5.12(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) Labor Matters Schedule 5.14(a) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc., a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 1.1(d) Exclusions from Assumed Environmental Liabilities Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a5.5(a) Encumbrances Schedule 5.4(b)(i5.5(b)(i) Owned Real Property Schedule 5.4(b)(ii5.5(b)(ii) Leases Schedule 5.4(c)(i5.5(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii5.5(c)(ii) Easements Schedule 5.5 5.6 Financial Statements Schedule 5.6 5.7 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 5.8 Legal Proceedings; Outstanding Orders Schedule 5.8 5.9 Taxes Schedule 5.9 5.10 Intellectual Property Schedule 5.11 5.12 Material Contracts Schedule 5.12(a5.13(a) Employee Plans Schedule 5.12(c5.13(c) Reportable Events Schedule 5.12(d5.13(d) Employee Plan Contributions Schedule 5.12(i)(A5.13(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k5.13(k) Severance or Other Compensation Schedule 5.12(m5.13(m) Benefit Plans Schedule 5.13(a5.14(a) Labor Agreements Schedule 5.13(c5.14(b)(ii) Collective Bargaining Schedule 5.14(c) Labor Matters Schedule 5.14(a5.15(a) Environmental Matters Schedule 5.15(a5.16(a) Absence of Certain Changes or Events Schedule 5.16(a5.17(a) Regulatory Matters Schedule 5.17 5.18 Brokers Schedule 5.19(a5.20(a) Seller’s Insurance Schedule 5.20 5.21 Absence of Undisclosed Liabilities Schedule 5.21(a5.22(a) Sufficiency of Assets Schedule 5.21(b5.22(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC MDPU Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Massachusetts Acquisition, Inc., a Missouri Delaware corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.

LIST OF SCHEDULES. Discharged Obligations Schedule 1.1(a) Base Statement Disclosure Schedules Capitalization Schedule 1.1(b) Certain Excluded No Violations Schedule Consents and Approvals Schedule Assets Schedule 1.1(cEnvironmental Matters Schedule Contracts Schedule Intellectual Property Schedule Tax Schedule Employee Plans Schedule Insurance Schedule General Corporate Information Schedule D&O Released Parties Schedule LIST OF EXHIBITS A - Subordinated Note B - Trademark Agreement INDEX TO DEFINED TERMS Set forth below is an index of certain terms defined in this Share Purchase Agreement. See Article VIII for all other terms used but not elsewhere defined in this Share Purchase Agreement. TERM LOCATION Agreement Introduction Annual Financial Statements Section 2.06(a) Permits Schedule 2.2(b)(iiBusiness Recitals Closing Section 1.03 Closing Date Section 1.03 Closing Payment Section 1.02 Containers Section 2.08(d) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(aCustomer Leases Section 2.13(b) Encumbrances Schedule 5.4(b)(iD&O Indemnitees Section 4.06(a) D&O Released Parties Section 4.06(b) Damages Section 7.02(a) Deductible Section 7.06(a) Disclosure Schedules Article II Effective Time Section 1.03 Excluded Taxes Section 7.04(a) Financial Statements Section 2.06(a) Indemnification Cap Section 7.06(b) Indemnified Party Section 7.05(a) Indemnifying Party Section 7.05(a) Interim Balance Sheet Section 2.06(a) Interim Financial Statements Section 2.06(a) Lease Section 2.08(b) Leased Real Property Section 2.08(b) Non-Registered Intellectual Property Section 2.14(b) Outside Date Section 6.01(b) Owned Intellectual Property Section 2.14(a) Owned Real Property Schedule 5.4(b)(iiSection 2.08(c) Leases Schedule 5.4(c)(iParty Introduction Per Claim Deductible Section 7.06(a) Easements with Encumbrances Schedule 5.4(c)(iiPer Diem Taxes Section 7.04(c)(i) Easements Schedule 5.5 Financial Statements Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 Purchase Price Section 1.02 Purchaser Introduction Purchaser Indemnified Party Section 7.02(a) Registered Intellectual Property Schedule 5.11 Material Section 2.14(a) Releasing Parties Section 4.06(b) Retention Agreements Section 4.05(a) Scheduled Consents Section 2.05 Scheduled Contracts Schedule 5.12(aSection 2.13(a) Employee Plans Schedule 5.12(cSellers Introduction Seller Indemnified Party Section 7.03(a) Reportable Events Schedule 5.12(dShare Purchase Recitals Shares Recitals Subject Company Recitals Subject Company Assets Section 2.08 Subject Company Insurance Section 2.18 Subject Territory Section 4.11 Tax Claim Section 7.04(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a) Labor Agreements Schedule 5.13(c) Labor Matters Schedule 5.14(a) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application Third Party Claims Section 7.05(b SHARE PURCHASE AND SALE AGREEMENT This THIS SHARE PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of 1st May, 2008 is made as of the 14th day of December, 2012, and entered into by and between SOUTHERN UNION COMPANYamong Royalwolf NZ Acquisition Co. Limited, a Delaware corporation company organized under the laws of New Zealand (“SellerPurchaser”), Plaza Missouri AcquisitionXxxxxxx Xxxxxx (“Gurcke”) and BCP NZ LLC (“BCP” and collectively with Gurcke, Inc., “Sellers”). Purchaser and Sellers are sometimes individually referred to herein as a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have “Party” and collectively as the meanings ascribed to them in Article I, unless otherwise provided“Parties.”

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement 1.1A Net Working Capital Schedule 1.1(b) Certain Excluded Assets 1.1B Xxxxx Obligations Schedule 1.1(c) Permits 1.1C Leased Real Property Schedule 2.2(b)(ii) Capital Expenditure Projects Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i) 1.1D Owned Real Property Schedule 5.4(b)(ii) Leases 2.8 Allocation Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii) Easements 2.9 Accounting Employees Schedule 5.5 Financial Statements 4.2 Required Approvals for Buyer Schedule 5.1 Outstanding Corporate Approvals Schedule 5.2 Capitalization Schedule 5.3 Required Approvals and Permits for Seller and the Company Schedule 5.4 Outstanding Rights Schedule 5.6 Compliance with Legal Requirements; Governmental Permits Operating Agreement Schedule 5.7 Legal Proceedings; Outstanding Orders Affiliates of Company Schedule 5.8 Taxes Historical Financial Information Schedule 5.9 Company’s Permits and Approvals Schedule 5.10(c) Intellectual Property Schedule 5.10(d) Intellectual Property Disputes Schedule 5.10(e) Sufficiency of Intellectual Property Schedule 5.11 Material Medicare Participation/Accreditation Schedule 5.12 Regulatory Compliance Schedule 5.13 Hospital Contracts Schedule 5.12(a5.14(a) Permitted Encumbrances Schedule 5.14(c) Real Property Matters Schedule 5.16 Insurance Schedule 5.17 Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A) Post-Retirement Welfare Benefits Schedule 5.12(k) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a5.18(a) Labor Agreements Disputes Schedule 5.13(c5.18(b) Labor Hospital Employees Schedule 5.18(c) Bonuses Schedule 5.19 Litigation or Proceedings Schedule 5.20 Tax Matters Schedule 5.14(a) 5.21 Environmental Matters Schedule 5.15(a) Absence of Certain 5.22 Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of 5.24 Hospital Assets Schedule 5.21(b) Location 5.25 Software Applications and Data Subscriptions Schedule 5.26 URLs Schedule 5.27 Information Privacy and Security Schedule 6.5 Required Approvals and Permits for Xxxxx Schedule 6.6 Outstanding Rights to Xxxxx Obligations Schedule 8.2 Operating Covenants Schedule 10.8 Required Consents Schedule 11.2 Assignment of Assets Employment Agreements Schedule 6.1 Conduct of the Business Prior to the Closing Date 11.9 MedCath Plans Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th day of December, 2012, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc., a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporation. Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.14.18 Persons with Knowledge

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement Schedule 1.1(b) Certain Excluded Assets Schedule 1.1(c) Permits Schedule 2.2(b)(ii) Capital Expenditure Projects 2.2 Assumed Proceedings Schedule 4.3 Buyer’s Governmental and Other Required Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a5.5(a) Encumbrances Schedule 5.4(b)(i) Owned Real Property Schedule 5.4(b)(ii) Leases Schedule 5.4(c)(i) Easements with Encumbrances Schedule 5.4(c)(ii5.5(b) Easements Schedule 5.5 5.6 Financial Statements Schedule 5.6 5.7 Compliance with Legal Requirements; Governmental Permits Schedule 5.7 5.8 Legal Proceedings; Outstanding Orders Schedule 5.8 5.9 Taxes Schedule 5.9 5.10 Intellectual Property Schedule 5.11 5.12 Material Contracts Schedule 5.12(a5.13(a) Employee Plans Schedule 5.12(c) Reportable Events Schedule 5.12(d) Employee Plan Contributions Schedule 5.12(i)(A5.13(j) Post-Retirement Welfare Benefits Schedule 5.12(k5.13(l) Severance or Other Compensation Schedule 5.12(m) Benefit Plans Schedule 5.13(a5.14(a) Labor Agreements Schedule 5.13(c5.14(b) Labor Matters Schedule 5.14(a5.14(c) Labor Complaints Schedule 5.15 Environmental Matters Schedule 5.15(a) 5.16 Absence of Certain Changes or Events Schedule 5.16(a) 5.17 Regulatory Matters Schedule 5.17 5.18 Brokers Schedule 5.19(a) 5.20 Seller’s Insurance Schedule 5.20 5.21 Absence of Undisclosed Liabilities Schedule 5.21(a5.22(a) Sufficiency of Assets Schedule 5.21(b5.22(b) Location .Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b6.2(c) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i6.7 Leased Assets Schedule 6.12(a) MPSC Application Renewal or Extension of Collective Bargaining Agreement Schedule 6.12(b) Early Renewal or Extension of Collective Bargaining Agreement PURCHASE AND SALE AGREEMENT This PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 14th 15th day of DecemberFebruary, 20122006, by and between SOUTHERN UNION COMPANY, a Delaware corporation (“Seller”), Plaza Missouri Acquisition, Inc.and NATIONAL GRID USA, a Missouri corporation, and, solely for purposes of Section 13.19, The Laclede Group, Inc., a Missouri corporationDelaware corporation (“Buyer”). Capitalized terms used herein shall have the meanings ascribed to them in Article I, unless otherwise provided.

LIST OF SCHEDULES. Schedule 1.1(a) Base Statement List of Shareholders and Capital Stock Schedule 1.1(b) Certain Excluded Assets Territory Schedule 1.1(c) Permits Permitted Liens Schedule 2.2(b)(ii) Capital Expenditure Projects 4.1 Organization; Qualifications to Do Business Schedule 4.3 Buyer’s Governmental Redemptions; Dividends and Other Required Distributions Schedule 4.4 Subsidiaries Schedule 4.5 Consents Schedule 4.6 Brokers Schedule 5.2 Seller’s Authority Schedule 5.3 Seller’s Governmental and Other Required Consents Schedule 5.4(a) Encumbrances Schedule 5.4(b)(i4.6(a) Owned Real Property Schedule 5.4(b)(ii4.6(b) Leases Leased Real Property Schedule 5.4(c)(i4.7 Title Exceptions; List of Assets Schedule 4.8 Guaranteed Obligations Schedule 4.9(a) Easements with Encumbrances Schedule 5.4(c)(ii) Easements Schedule 5.5 Financial Statements Schedule 5.6 4.9(b) Internal Financial Statements Schedule 4.10 Undisclosed Liabilities Schedule 4.11 Certain Changes Schedule 4.12 Legal Proceedings Schedule 4.13 Exceptions to Compliance with Legal RequirementsLaw Schedule 4.14 Company Contracts Schedule 4.15 Tax Returns; Governmental Permits Schedule 5.7 Legal Proceedings; Outstanding Orders Schedule 5.8 Taxes Schedule 5.9 4.16 Officers and Employees Schedule 4.17(a) List of Company Benefit Plans Schedule 4.17(b) Exceptions to Company Benefit Plans Schedule 4.18 Labor Relations Schedule 4.19 Insurance Policies Schedule 4.20 Environmental, Health and Safety Matters Schedule 4.21(a) Intellectual Property Schedule 5.11 Material Contracts 4.21(b) Restrictions on Intellectual Property Schedule 5.12(a4.21(d) Employee Plans Works of Original Authorship Schedule 5.12(c4.21(h) Reportable Events Infringement on Intellectual Property Schedule 5.12(d4.22(a) Employee Plan Contributions Company Software Schedule 5.12(i)(A4.23 Transactions with Affiliates Schedule 4.25 Customer and Supplier Relations Schedule 4.26(a) Post-Retirement Welfare Benefits Notes Receivable Schedule 5.12(k4.26(b) Severance or Other Compensation Accounts Receivable Schedule 5.12(m4.27 Licenses Schedule 4.29 Warranties Schedule 4.30 Brokers Schedule 4.31 Bank Accounts Schedule 5.3(a) Benefit Plans Liens on Shares Schedule 5.13(a7.1 Conduct of Business Schedule 7.1(o) Labor Persons Party to Approved Employment Agreements Schedule 5.13(c7.10(b) Labor Matters Permitted Ownership Interests Schedule 5.14(a8.2(e) Environmental Matters Schedule 5.15(a) Absence of Certain Changes or Events Schedule 5.16(a) Regulatory Matters Schedule 5.17 Brokers Schedule 5.19(a) Seller’s Insurance Schedule 5.20 Absence of Undisclosed Liabilities Schedule 5.21(a) Sufficiency of Assets Schedule 5.21(b) Location of Assets Schedule 6.1 Conduct of the Business Prior to the Closing Date Schedule 6.2(b) Seller Guarantees and Surety Instruments Schedule 6.3(c)(i) MPSC Application Loans STOCK PURCHASE AND SALE AGREEMENT This THIS STOCK PURCHASE AND SALE AGREEMENT (this the “Agreement”) ), dated as of August 30, 2005, is made as of the 14th day of December, 2012, and entered into by and between SOUTHERN UNION COMPANYamong TRI-S SECURITY CORPORATION, a Delaware Georgia corporation (the “SellerPurchaser”), Plaza Missouri Acquisitionand the shareholders (the “Shareholders”) of THE CORNWALL GROUP, Inc.INC., a Missouri corporation, and, solely for purposes of Section 13.19, Florida corporation (the “Company”) listed on the signature pages hereto. The Laclede Group, Inc., Purchaser and the Shareholders are sometimes individually referred to herein as a Missouri corporation. Capitalized terms used herein shall have “Party” and collectively as the meanings ascribed to them in Article I, unless otherwise provided“Parties.”