Description Schedule. Owned Real Property 1.1(a)(i) Leased Real Property 1.1(a)(ii) Contracts 1.1(g) Intellectual Property 1.1(i) Provider Numbers 1.1(j) Excluded Assets 1.2 Excluded Tennova Marks 1.2(f) Assumed Liabilities 1.3 Excluded Liabilities 1.4 Acquired Net Working Capital 1.6 Financial Statements 3.4 Certain Post-Balance Sheet Results 3.5 Licenses 3.6 Medicare Participation/Accreditation 3.7 Regulatory Compliance 3.8 Real Property Matters 3.10 Real Property Material Violations 3.10(a) Zoning Compliance 3.10(b) Tenant Leases 3.10(c) Rent Roll 3.10(d) Eminent Domain Proceedings 3.10(e) Certificates of Occupancy 3.10(f) Operating Leases and Seller Guaranties 3.10(g) Tax Abatement Agreements 3.10(h) Employee Benefit Plans 3.12 Litigation or Proceedings 3.13 Environmental Laws 3.14 Taxes 3.15 Employee Relations 3.16(a) Employment Laws 3.16(b) WARN Act 3.16(c) vi Immigration Laws 3.16(d) Termination of Key Employees 3.16(e) Contracts with Physicians 3.17 Insurance 3.19 Third Party Payor Cost Reports 3.20 Medical Staff Matters 3.21 Intellectual Property 3.24 Compliance Program 3.25 Partial Subsidiaries 3.26 Certificate of Need 3.27 Data Handling 3.28(a) Sensitive Data 3.28(c) HIPAA Investigations 3.28(d) Affiliate Contracts 3.30 Governmental Approvals 7.2 Material Consents 7.7 Purchase Price Allocation 10.1 Brokerage 12.8 Accounting Firm 1.6(c) ACOs 1.2(c) Acquired Net Working Capital 1.6(a) Affiliate 12.17 Agreement Introduction Anti-Kickback Law 1.4(o) Applications 3.27 Assets 1.1 Assignment and Assumption Agreement 2.2(c) Assignments of Leases 2.2(a) Assignments of Ownership Interests 2.2(p) Assumed Liabilities 1.3 Average Net Annual Supplemental Programs Amount 1.9(d)(i) Balance Sheet Date 3.4(a) Basket Amount 11.3 Benefit Plans 3.12(a) BMC Introduction BPS Introduction Business Associate Agreement 2.2(j) Buyer or Buyers Introduction Buyer Indemnified Parties 11.2 Buyer Plans 10.10(a) CAA 3.14 CARES Act 1.2(s) CERCLA 3.14 Certificate of Need 3.27 CHS Introduction CINs 1.2(c) CJR 1.2(c) Clinic Billing and Collection Agreement 2.2(l) Closing 2.1 Closing Date 2.1 CMS 3.7 COBRA 1.4(h) Code 3.12(a) Confidentiality Agreements 12.10(a) Contracts 1.2(g) Control 12.18 CWA 3.14 Damages 11.1 Data Handling 3.28(a)(i) Deeds 2.2(a) DPP 1.2(c) DRG Transition Patients 1.7(a) DSH 1.2(c) Effective Time 2.1 Environmental Laws 3.14 EPCRA 3.14 ERISA 3.12(a) ERISA Affiliate 3.12(c) Estimated Acquired Net Working Capital 1.6(b) Excluded Assets 1.2 Excluded Liabilities 1.4 Excluded Marks 1.2(f) ...
Description Schedule. Assumed Contracts 2.1(c) Prepaid Expenses 2.1(i) Excluded Assets 2.2 Customer Commitments 2.3(a) Organizational Status and Qualification 4.1 Accounting Principles 4.2 Absence of Undisclosed Liabilities 4.3 Absence of Certain Events 4.4 Seller's Consents 4.6(b) Noncontravention of Governing Documents and Agreements 4.6(d) Compliance with Legal Requirements 4.8(a) Governmental Authorizations 4.8(b) Condition and Sufficiency of Assets 4.9 Contracts 4.10 Customers of Seller 4.11 Intellectual Property Licenses 4.12(b) Marks 4.12(d) Inventory 4.13 Litigation 4.14 Personal Property 4.17 Product Warranty 4.18(a) Similar Business Ownership 4.19 Status of Contracts and Leases 4.21 Subsidiaries and Investments 4.22 Tax Clearance 4.23 Title to Properties 4.24 Buyer's Consent 5.2(b) This Asset Purchase Agreement dated June 5, 2001 is between Green Mountain Coffee, Inc. ("Buyer"), a Delaware corporation, and Frontier Cooperative Herbs ("Seller"), an Iowa cooperative association.
Description Schedule. Claims 2.1(f) Assumed Contracts 2.1(g) Prepaid Expenses 2.1(m) Purchase Order Liabilities 2.3(b) Bids 2.3(c) Organizational Status and Ownership 4.1 Absence of Undisclosed Liabilities 4.3 Absence of Certain Events 4.4 Accounts Receivable 4.5 Seller’s Consents 4.7(b) Governmental Authorizations 4.9(b) Operation of Computers 4.10(d) Customers of Seller 4.13 Employees and Compensation 4.15 Other Intellectual Property 4.18(a)(1) Inventory 4.19 Labor Relations 4.20 Litigation 4.21 Personal Property 4.24 Leased Real Property 4.26(b) Title to Properties 4.30 Buyer’s Authority 5.2(a) Buyer’s Consents 5.2(b) THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of June 15, 2007, by and among (i) MCC-QUICK PAK, LLC (“Seller”), an Ohio limited liability company, (ii) MULTI-COLOR CORPORATION (“Parent”), an Ohio corporation, (iii) NFI-QUICK PAK, LLC (“Buyer”), an Ohio limited liability company, and (iv) NFI INTERACTIVE LOGISTICS, LLC (“Guarantor”), a New Jersey limited liability company. In this Agreement, Seller, Parent, Buyer and Guarantor may be referred to collectively as the “Parties” and, individually, as a “Party.”
Description Schedule. Company Assets “A” Convertible Securities “B” Financial Statements “C” Key Employee Contracts “D” Use of $1,400,000 Proceeds “E” Powdermet Inc. Licensing Agreement “F” Shareholders’ Agreement “G” Schedule of Exceptions “H” Capitalization of ABK “I”
Description Schedule. Owned Real Property 1.1(a)(i) Leased Real Property 1.1(a)(ii) Contracts 1.1(g) Medicare and Medicaid Provider Numbers 1.1(h) Assigned Marks 1.1(k) Excluded Assets 1.2 Capital Lease Obligations 1.3 Excluded Liabilities 1.4 Acquired Net Working Capital 1.6 Acquired Net Working Capital 1.6 DPP Illustration 1.7(c) Financial Statements 3.4 Certain Post-Balance Sheet Results 3.5 Licenses 3.6 Medicare Participation/Accreditation 3.7(a) Corporate Integrity Agreement, Investigations, etc. 3.7(c) Regulatory Compliance 3.8 Real Property Material Violations 3.10(a) Zoning Compliance 3.10(b) Tenant Leases 3.10(c) Rent Roll 3.10(d) Eminent Domain Proceedings 3.10(e) Certificates of Occupancy 3.10(f) Operating Leases and Seller Guaranties 3.10(g) Tax Abatement Agreements 3.10(h) Employee Benefit Plans 3.12 Litigation or Proceedings 3.13 Environmental Laws 3.14 Taxes 3.15 Employee Relations 3.16 Contracts with Physicians or Physician Entities 3.17(g) Insurance 3.19 vi Third Party Payor Cost Reports 3.20 Medical Staff Matters 3.21 Intellectual Property 3.24 Compliance Program 3.25 Data Handling 3.26(a) Sensitive Data Security Breaches 3.26(c) Affiliate Contracts 3.27 Partial Subsidiaries 3.28 Material Consents 7.7 Hospital Lease 10.24 Brokerage 12.8
Description Schedule. Owned Real Property 1.1(a)(i) Leased Real Property..…………………………………………………………………….1.1(a)(ii) Contracts 1.1(j) Partial Subsidiaries` 1.1(p) Excluded Assets 1.2 Assumed Liabilities 1.3 Excluded Liabilities 1.4 Net Working Capital 1.7 Financial Statements 3.4 Absence of Certain Changes 3.5 Licenses 3.6 Third Party Payors/Accreditation 3.7 Regulatory Compliance 3.8 Real Property 3.10 Employee Benefit Plans 3.12 Litigation or Proceedings 3.13 Environmental Laws 3.14 Taxes 3.15 Employee Relations 3.16 The Contracts 3.17 Insurance 3.19 Third Party Payor Cost Reports 3.20 Medical Staff Matters 3.21 Intellectual Property 3.24 Compliance Program 3.25 Partial Subsidiaries 3.27 Material Consents 7.7
Description Schedule. Owned Real Property 1.1(a)(i) Leased Real Property..…………………………………………………………………….1.1(a)(ii) Contracts 1.1(j) Partial Subsidiaries` 1.1(p) Excluded Assets 1.2 Assumed Liabilities 1.3 Excluded Liabilities 1.4 Net Working Capital 1.7 Financial Statements 3.4 Absence of Certain Changes 3.5 Licenses 3.6 Third Party Payors/Accreditation 3.7 Regulatory Compliance 3.8 Real Property 3.10 Employee Benefit Plans 3.12 Litigation or Proceedings 3.13 Environmental Laws 3.14 Taxes 3.15 Employee Relations 3.16 The Contracts 3.17 Insurance 3.19 Third Party Payor Cost Reports 3.20 Medical Staff Matters 3.21 Intellectual Property 3.24 Compliance Program 3.25 Partial Subsidiaries 3.27 Material Consents 7.7 vi Accounting Firm 1.7(c) Acquired Companies Recital E Acquired Company Ownership Interests Recital E Affiliate 12.18 Agreement Introduction Assets 1.1 Assignment and Assumption Agreement 2.2(c) Assignments of Leases 2.2(a) Assumed Liabilities 1.3 Balance Sheet Date 3.4(a) Benefit Plans 3.12(a) Business Associate Agreement 2.2(j) Buyer Introduction
Description Schedule. Par Deposits 1.4(b) Real Estate and Related Improvements and Fixtures 2.1(a)(1) Leases or Subleases 2.1(a)(2) Personal Property Leases 2.1(a)(3) Repurchase Agreements 2.1(a)(11) Excluded Contracts 2.1(b)(2) Seller’s Loans 2.4(a) Excluded Loans and Discount Loans 2.4(b)(i) Par Value Loans 2.4(b)(ii) Seller’s Underwriting and Documentation Guidelines 2.4(c) Assumed Contracts 2.5 Consents 4.5 Permitted Encumbrances 4.7 Material Adverse Change 4.11 Litigation 4.12 Compliance With Law 4.13 Mortgages, Trust Deeds, Ground Leases & Other Subordination of Leases 4.18(g) Notice of Special Assessment 4.19(c) Leases Relating to Purchased Assets (Real Property) 4.19(e) Work on Real Estate Giving Rise to Liens 4.19(g) Employee Benefit Plans 4.22(b) Welfare Plans 4.22(c) Actions not in the Ordinary Course of Business 4.24 Undisclosed Liabilities 4.29 Material Consents 6.1(d) Opinion of Buyer’s Counsel 6.2(h) THIS AGREEMENT made this 24 day of September, 2002, by and between THE BANK OF KENTUCKY, INC., a Kentucky state bank having its executive offices in Florence, Kentucky (“Buyer”), PEOPLES BANK OF NORTHERN KENTUCKY, INC., a Kentucky state bank having its main office in Crestview Hills, Kentucky (“Seller”), and PEOPLES BANCORPORATION OF NORTHERN KENTUCKY, INC., a Kentucky corporation and bank holding company, having its executive offices in Crestview Hills, Kentucky, and owner of all the outstanding capital stock of Seller (“Bancorp”).
Description Schedule. Property Description “A” Issued and Outstanding Share Capital of Fabled “B”
