Description Schedule Sample Clauses

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 GLOSSARY OF DEFINED TERMS Defined Term Section 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 ...
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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 GLOSSARY OF CERTAIN DEFINED TERMS Defined Term Section 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
Sample 1
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) ASSET PURCHASE AGREEMENT 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.
Sample 1
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) ASSET PURCHASE AGREEMENT 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.”
Sample 1
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”
Sample 1
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 GLOSSARY OF CERTAIN DEFINED TERMS
Sample 1
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) PURCHASE AND ASSUMPTION AGREEMENT 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”).
Sample 1
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Description Schedule. Property Description “A” Issued and Outstanding Share Capital of Fabled “B”
Sample 1

Related to Description Schedule

  • Construction Schedule The progress schedule of construction of the Project as provided by Developer and approved by District.

  • Schedule B Schedule B to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement is hereby replaced in its entirety by Schedule B attached hereto. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

  • Project Description In two or three brief sentences, provide a concise description of your exhibition. Include the subject matter, type of objects to be included (paintings, sculpture, manuscripts, etc.), those responsible for organizing the exhibition, and catalogue author(s).

  • Schedule The Work shall be performed as expeditiously as possible in conformity with the schedule requirements contained herein and in the Statement of Work. The draft and final versions of all deliverables shall be submitted by the dates specified in the Exhibit A Schedule and Project Period noted in Item No. 7 of this Agreement. It is understood and agreed that the delivery of the draft and final versions of such deliverables by the Contractor shall occur in a timely manner and in accordance with the requirements of the Exhibit A Schedule.

  • Schedule C Schedule C to the Agreement, setting forth the Portfolios of the Trust on behalf of which the Trust is entering into the Agreement, is hereby replaced in its entirety by Schedule C attached hereto.

  • Contract Schedule The information set forth in the Contract Schedule is true and correct.

  • Allocation Schedule No later than three Business Days prior to the scheduled Closing Date, the Company shall deliver to CCTS an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Company Shares held by each Company Shareholder, the number of Company Shares deemed subject to each Company Award held by each holder thereof, as well as whether each such Company Award will be vested or unvested as of immediately prior to the Closing Date, and the number of Company Shares subject to each other warrant, award, convertible security or any other right to subscribe for Company Shares held by each holder thereof, and (b) the number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of any other option, warrant, award, convertible security or any other right to subscribe for Company Shares is entitled to receive as a result of Company Share Exchange , and (c) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a) and (b) are, and will be as of immediately prior to the Closing, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company and applicable Laws and, in the case of the Company Awards, the Company Incentive Plan and any applicable grant or similar agreement with respect to any such Company Award. The Company will review any comments to the Allocation Schedule provided by CCTS or any of its Representatives and consider in good faith and incorporate any reasonable comments proposed by CCTS or any of its Representatives prior to the issuance of any Holdco Shares. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of Holdco Shares that each Company Shareholder, holder of Company Awards or holder of other Equity Securities (including a holder of Company Issuance Rights) will have a right to receive pursuant to Section ‎2.1(a) will be (A) rounded down to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is less than one-half of a Holdco Share and (B) rounded up to the nearest whole number in the event that the fractional Holdco Share that otherwise would be so paid is greater than or equal to one-half of a Holdco Share.

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