Schedules. Schedules to this Agreement form a part of it.
Schedules. The following Schedules are attached hereto and made part of this Agreement:
Schedules. Schedule 1.1(a) Credit Card Guidelines Schedule 7.1 Subsidiaries Schedule 7.5 Consents Schedule 7.7 Equity Capitalization Schedule 7.8 Indebtedness and Other Contracts Schedule 7.12 Intellectual Property Rights Schedule 7.22 Form of Secretary’s Certificate Schedule 7.27 ERISA and UK Pension Schemes Schedule 7.32 Transactions with Affiliates Schedule 7.40 Material Contracts Schedule 8.25 Existing Investments [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED FIFTH AMENDED AND RESTATED FINANCING AGREEMENT This FIFTH AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “Agreement”), dated as of February 7, 2019 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company ( “Rise SPV”), and Today Card, LLC, a Delaware limited liability company (“Today Card”; together with Rise SPV, the “US Term Note Borrowers”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), Elevate Credit, Inc., a Delaware corporation (“Elevate Credit Parent”), as a Guarantor (as defined herein), the other Guarantors (as defined herein) from time to time party hereto (such Guarantors, collectively with the Borrowers, the “Credit Parties”), Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders and the Holders (each as defined herein), and such Lenders and Holders from time to time party hereto.
Schedules. The Schedules to this Agreement are hereby incorporated by reference into this Agreement in its entirety.
Schedules. All Schedules attached to this Agreement shall be deemed to be a part of this Agreement as if set forth fully in this Agreement.
Schedules. 2.1 Certain Liabilities Assumed 42 2.1(a) Excluded Deposit Liability Accounts 43
Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Schedules. (1) The schedules annexed hereto form part of this Settlement Agreement.
Schedules. 2.01 Commitments and Applicable Percentages
Schedules. Schedule 1.1(a) Cash-On-Hand Target Schedule 1.1(b) Non-Company Subsidiary Schedule 1.1(c) Indebtedness Schedule 1.1(d) Permitted Liens Schedule 2.6(a) Working Capital Categories Schedule 2.6(b) Exchange Rates Schedule 2.7 Withholding Schedule 3.4 Exceptions to No Conflict Representation Schedule 3.5 Governmental Authorities; Consents Schedule 3.6 Capitalization Schedule 3.7 Financial Statements Schedule 3.8 Liabilities Schedule 3.10 Litigation Schedule 3.11 Legal Compliance Schedule 3.12 Material Contracts Schedule 3.13 Company Benefit Plans Schedule 3.14 Labor Relations Schedule 3.15 Taxes Schedule 3.16 Permits Schedule 3.17 Title to Machinery, Equipment and Other Tangible Property Schedule 3.18 Real Property Schedule 3.19 Intellectual Property Schedule 3.20 Sufficiency of Assets Schedule 3.21 Environmental Matters Schedule 3.22 Brokers’ Fees Schedule 3.23 Insurance Schedule 3.24 Affiliate Transactions Schedule 3.25 Customers and Suppliers Schedule 4.3 Exceptions to No Conflict Representation Schedule 4.5 Governmental Authorities; Consents Schedule 4.7 Brokers’ Fees Schedule 4.9 Capitalization of Parent Schedule 5.1 Conduct of Business Schedule 5.1(a) 2012 Financial Budget Schedule 5.5(a) Financing Cooperation Schedule 5.5(b) Financing Exception Schedule 5.8(b) Acquiror-Requested Policies Schedule 5.9(a) Specified Affiliate Contracts Schedule 5.9(b) Assigned Contracts Schedule 5.9(c) Pre-closing Services Schedule 5.10 Restricted Products Schedule 5.11 Use of Xxxxxxxx Marks Schedule 7.2 Purchase Price Allocation Schedule 8.1(b) Required Antitrust Approvals Exhibits Exhibit A Form of Acquiror Limited Guaranty Exhibit B Form of Shareholders Agreement Exhibit C Transition Services Term Sheet Exhibit D Form of Seller Release Exhibit E Form of Acquiror Release Exhibit F Form of Memorandum and Articles of Association of Parent STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 15, 2012, is entered into by and among XXXXXXX AUTOMOTIVE HOLDING COMPANY, a corporation organized under the laws of the State of Delaware (“Xxxxxxx Automotive US”), XXXXXXX INVESTMENTS COMPANY S.À.X.X., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Xxxxxxx Investments”), XXXXXXX AUTOMOTIVE COMPANY S.À.X.X., a private limited liability company (société à responsabilité limitée) organized under the laws of Luxembourg (“Xxxxxxx Automotive Luxembourg”), XXXXXXXX INVESTMENTS LUXEMBOURG ...
