Common use of Disclosed Matters Clause in Contracts

Disclosed Matters. Gimaex Holdings, Inc. v. Spartan Motors USA, Inc. f/k/a Crimson Fire, Inc. and Spartan Gimaex Innovations, LLC, Case No. 1:2015-CV-00515 (U.S. District Court, District of Delaware), filed June 19, 2015. De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015066646-9 Specific Equipment (under master agreement 937) De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015077067-4 Specific Equipment (under master agreement 100-100779765) Xxxxx Xxxx Sales, Inc. Spartan Motors USA, Inc. 20160280849256 Specific Motor Vehicles Ford Motor Company Spartan Motors USA, Inc. 20160401572799 Specific Motor Vehicles This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Disclosed Matters. Gimaex HoldingsThe representations and warranties of the Borrower in Section 3.04(b) and Section 3.06 of the Agreement are made subject to the matters involving the April 2007 leveraged buyout of the Tribune Company (“Tribune”) by Xxx Xxxx and the subsequent bankruptcy of Tribune, Inc. v. Spartan Motors USAdescribed in further detail on page 73 of E*TRADE Financial Corporation’s 10-Q filed May 6, Inc. f/k/a Crimson Fire, Inc. 2015 and Spartan Gimaex Innovations, LLC, Case No. 1:2015on page 20 of E*TRADE Financial Corporation’s 10-CV-00515 (U.S. District Court, District of Delaware), K filed June 19February 24, 2015. De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015066646-9 Specific Equipment (under master agreement 937) De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015077067-4 Specific Equipment (under master agreement 100-100779765) Xxxxx Xxxx Sales, Inc. Spartan Motors USA, Inc. 20160280849256 Specific Motor Vehicles Ford Motor Company Spartan Motors USA, Inc. 20160401572799 Specific Motor Vehicles None. None. None. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignorthe] [each] Assignor identified in item 1 below (the [the] [each, an] “Assignor”) and [Insert name of Assigneethe] [each] Assignee identified in item 2 below (the [the] [each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors] [the Assignees] hereunder are several and not joint.] Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, amended and restated, supplemented, extended and/or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the [the] [each] Assignor hereby irrevocably sells and assigns to [the Assignee] [the respective Assignees], and the [the] [each] Assignee hereby irrevocably purchases and assumes from [the Assignor] [the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s ’s] [the respective Assignors’] rights and obligations in [its capacity as a Lender Lender] [their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor Assignor] [the respective Assignors] under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Lawapplicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender) )] [the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the] [any] Assignor to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the [the] [an] “Assigned Interest”). Such Each such sale and assignment is without recourse to the [the] [any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the [the] [any] Assignor.

Disclosed Matters. Gimaex Holdings, Inc. v. Spartan Motors USA, Inc. f/k/a Crimson Fire, Inc. and Spartan Gimaex Innovations, LLC, Case NoAll material Contingent Obligations disclosed in the financial statements referred to in Section 3.04 of the Agreement. 1:2015-CV-00515 Part (U.S. District Court, District of Delaware), filed June 19, 2015a) – Material Subsidiaries None. De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015066646-9 Specific Equipment (under master agreement 937) De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015077067-4 Specific Equipment (under master agreement 100-100779765) Xxxxx Xxxx Sales, Inc. Spartan Motors USA, Inc. 20160280849256 Specific Motor Vehicles Ford Motor Company Spartan Motors USA, Inc. 20160401572799 Specific Motor Vehicles None. This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Lawapplicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

Disclosed Matters. Gimaex Holdings72 -6- In some of the matters referred to above, Inc. v. Spartan Motors USAvery large and/or indeterminate amounts, Inc. f/k/including punitive and treble damages, are sought. While it is not feasible to predict or determine the ultimate outcome of all pending investigations and legal proceedings, it is the opinion of the Company's management that their outcomes, after consideration of available insurance and reinsurance and the provisions made in the Company's consolidated financial statements, are not likely to have a Crimson Firematerial adverse effect on the Company's consolidated financial position. However, Inc. given the large and/or indeterminate amounts sought in certain of these matters and Spartan Gimaex Innovationsthe inherent unpredictability of litigation, LLCit is possible that an adverse outcome in certain matters could, Case Nofrom time to time, have a material adverse effect on the Company's operating results or cash flows in particular quarterly or annual periods. 1:2015-CV-00515 (U.S. District Court, District of Delaware), filed June 19, 2015. De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015066646-9 Specific Equipment (under master agreement 937) De Xxxx Xxxxxx Financial Services Spartan Motors, Inc. 2015077067-4 Specific Equipment (under master agreement 100-100779765) Xxxxx Xxxx Sales, Inc. Spartan Motors USA, Inc. 20160280849256 Specific Motor Vehicles Ford Motor Company Spartan Motors USA, Inc. 20160401572799 Specific Motor Vehicles This Assignment and Assumption (Schedule 3.06 - Disclosed Matters 73 EXHIBIT A [FORM OF] ASSIGNMENT AND ACCEPTANCE Reference is made to the “Assignment and Assumption”) is Credit Agreement dated as of September [___], 1999 (as amended and in effect on the Effective Date set forth below date hereof, the "Credit Agreement"), among Metropolitan Life Insurance Company, MetLife Funding, Inc.; the Lenders named therein and is entered into by and between [Insert name of Assignor] (The Chase Manhattan Bank, as Administrative Agent for the “Assignor”) and [Insert name of Assignee] (the “Assignee”)Lenders. Capitalized terms used but not Terms defined herein shall have the meanings given to them in the Credit Agreement identified are used herein with the same meanings. The Assignor named below hereby sells and assigns, without recourse, to the Assignee named below, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Assignment Date set forth below, the interests set forth below (as amendedthe "Assigned Interest") in the Assignor's rights and obligations under the Credit Agreement, including, without limitation, the “Credit Agreement”)interests set forth below in the Commitment of the Assignor on the Assignment Date and Competitive Loans and Syndicated Loans owing to the Assignor which are outstanding on the Assignment Date, excluding accrued interest and fees to and excluding the Assignment Date. The Assignee hereby acknowledges receipt of a copy of which the Credit Agreement. From and after the Assignment Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and (ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be released from its obligations under the Credit Agreement. This Assignment and Acceptance is hereby acknowledged being delivered to the Administrative Agent together with (i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee pursuant to Section 2.15(e) of the Credit Agreement, duly completed and executed by the Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed [ASSIGNEE/ASSIGNOR] shall pay the fee payable to and incorporated herein by reference and made a part the Administrative Agent pursuant to Section 9.04(b) of this the Credit Agreement. This Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells Acceptance shall be governed by and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and construed in accordance with the Standard Terms and Conditions and the Credit Agreement, as laws of the State of New York. Assignment and Acceptance 74 Date of Assignment: Legal Name of Assignor: Legal Name of Assignee: Assignee's Address for Notices: Effective Date inserted by the Administrative Agent as contemplated below of Assignment (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this "Assignment and Assumption, without representation or warranty by the Assignor.Date")(1):