INDEX OF EXHIBITS. Exhibit Description
INDEX OF EXHIBITS. Exhibit 1 (Town Outlet Capacities). Para 2.
INDEX OF EXHIBITS. Exhibit A-1 Form of Company Voting Agreement Exhibit A-2 Form of Parent Voting Agreement Exhibit B Form of Stock Option Agreement Exhibit C Form of Affiliate Agreement AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of April 5, 2000, among Peregrine Systems, Inc., a Delaware corporation ("PARENT"), Soda Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent ("MERGER SUB"), and Harbinger Corporation, a Georgia corporation ("COMPANY").
INDEX OF EXHIBITS. Exhibit A Sellers’ Pro Rata Portions Exhibit B Specific Accounting Policies, Sample Closing Statement and Accounting Reference Statement Exhibit C Purchase Price Allocation Exhibit D List of Company Business Venues Exhibit E Mutual Release Exhibit F TAO Holdings Redemption Exhibit G TG Rollover Holdco Distribution Exhibit H Aggregator Contribution and Roll Percentages Exhibit I DB Holdings Contribution Exhibit J Term Sheet Exhibit K Rollover Seller Representations THIS TRANSACTION AGREEMENT (this “Agreement”), dated as of April 17, 2023, is made by and among (i) TAO Group Sub-Holdings LLC, a Delaware limited liability company (the “Company”), (ii) Disco Ball Intermediate, LLC, a Delaware limited liability company (the “Buyer”), (iii) Disco Ball Merger Sub, LLC, a Delaware limited liability company and a direct subsidiary of Buyer (“Debt Merger Sub”), (iv) Disco Ball Holdings, LLC, a Delaware limited liability company and the parent company of Buyer (“DB Holdings”, together with the Buyer, Debt Merger Sub, the “Buyer Entities”), (v) Disco Management, LLC, a Delaware limited liability company (“Rollover Aggregator”), (vi) TG Rollover Holdco LLC, a Delaware limited liability company (“TG Rollover Holdco”), (vii) TAO Group Holdings LLC, a Delaware limited liability company (“TAO Holdings”); (viii) Hakkasan USA, Inc., a Delaware corporation (“Hakkasan USA”), (ix) Xxxxx Xxxxxxx (“Xxxxxxx”), (x) Xxxx Xxxxxxxxxx (“Tepperberg”), (xi) the sellers (including Xxxxxxx and Xxxxxxxxxx) set forth on the signature pages hereto (each, a “Rollover Seller” and collectively, the “Rollover Sellers”, and together with Hakkasan USA, TAO Holdings, TG Rollover Holdco and Rollover Aggregator, the “Sellers”), (xiii) TAO Holdings, solely in its capacity as the representative, agent and attorney-in-fact of the Sellers (the “Sellers’ Representative”), and (xiii) solely for the purposes of Sections 7.6 and 10.4, MSG Entertainment Group, LLC (to be renamed “Sphere Entertainment Group, LLC”), a Delaware limited liability company (the “TAO Parent”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI.
INDEX OF EXHIBITS. Exhibit A Lease Agreement Exhibit B Option Agreement Exhibit C Bill xx Sale Exhibit D-1 Opinion of Counsel to Buyer Exhibit D-2(a) Opinion of Counsel to the Companies and the Shareholder Exhibit D-2(b) Opinion of Counsel to the Companies and the Shareholder Exhibit E Assumption Agreement Exhibit F Cleanup Escrow Agreement Exhibit G General Escrow Agreement Exhibit H Registration Rights Agreement Exhibit I Employment Agreements Schedule 1.1(k) Prepaid Expenses Schedule 1.2(c) Deferred Income Taxes Schedule 1.2(e) Insurance Policies Schedule 1.2(g) Other Excluded Assets Schedule 1.2(h) Shareholder Personal Property Schedule 4.1 Jurisdictions in which Qualified to do Business Schedule 4.5 Capitalization of the Companies; Shareholder Schedule 4.6 Violations; Conflicts; etc. Schedule 4.8 Subsidiaries Schedule 4.9 Financial Statements Schedule 4.10 Changes since the Current Balance Sheet Date Schedule 4.11 Liabilities Schedule 4.12 Litigation Schedule 4.13 Environmental Matters Schedule 4.14(a) Owned Premises Schedule 4.14(b) Leased Premises Schedule 4.14(c) Additional Locations Schedule 4.15 Title to and Condition of Assets Schedule 4.16 Compliance with Laws Schedule 4.17 Labor and Employment Matters Schedule 4.18 Employee Benefit Plans Schedule 4.19 Tax Matters Schedule 4.20 Insurance Schedule 4.21 Receivables Schedule 4.22 Licenses and Permits Schedule 4.23 Relationships with Customers and Suppliers Schedule 4.24 Intellectual Property Schedule 4.25 Purchased Contracts Schedule 4.27 Documents Not Prepared by Companies or Shareholder Schedule 4.30 Names Schedule 4.31 Commissions Schedule 4.33(a) Fixed Asset Schedule Schedule 4.33(b) Liability Schedule Schedule 5.5 SEC Filings and Financial Information Schedule 6.2 Negative Covenants Schedule 11.19(a) Remediation Plan ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this "AGREEMENT") is entered into effective as of January 20, 1998, by and among Metal Management, Inc., a Delaware corporation ("MTLM"); AMI Acquisition Co., a Delaware corporation and a wholly-owned subsidiary of MTLM ("AMI" together with MTLM, "BUYER"); Aerospace Metals, Inc., a Connecticut corporation ("AEROSPACE"); Aerospace Parts Security, Inc., a Connecticut corporation ("SECURITY"); The Suisxxx Xxxanium Corporation, a Connecticut corporation and a wholly-owned subsidiary of Aerospace ("TITANIUM") (Aerospace, Security and Titanium are hereinafter sometimes referred to individually as a "COMPANY" and collectively as the "COMPANIES"); and...
INDEX OF EXHIBITS. EXHIBIT 1 – Fee Schedule EXHIBIT 2 –Tampa Bay Water Administrative Policy 650-15 EXHIBIT 3 – Tampa Bay Water Certificate of Insurance (or XXXXX) 0000 Xxxxxxxxxx Xxxx Xxxxxxxxxx, Xxxxxxx 00000-0000 Phone: 000.000.0000 Fax: 000.000.0000 Suncom: 513.7010 xxx.xxxxxxxxxxxxx.xxx Issue Date: Contract Number:
INDEX OF EXHIBITS. 55 AGREEMENT OF LIMITED PARTNERSHIP OF BEHRINGER HARVARD OPERATING PARTNERSHIP I LP JUNE 27, 2002
INDEX OF EXHIBITS. Exhibit A Names, Addresses, Capital Accounts, and Percentage Interests of Members Exhibit B Big Cedar Timeshare Property Exhibit C Red Rock Bluff Property Exhibit D Red Rock Bluff Business Plan Exhibit E Deliberately Omitted Exhibit F Business Plan Exhibit G Annual Budget
INDEX OF EXHIBITS. Exhibit A Form of Shareholder Agreement Exhibit A-2 Form of Stockholder Agreement Exhibit B-1 Form of Company Affiliate Agreement Exhibit B-2 Form of Parent Affiliate Agreement Exhibit C-1 Persons to Sign Employment Agreement Exhibit C-2 Form of Employment Agreement AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This AGREEMENT AND PLAN OF MERGER AND REORGANIZATION is made and entered into as of November 21, 1999, among Digital Insight corporation, a Delaware corporation ("Parent"), Black Transitory Corporation., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and nFront, Inc., a Georgia corporation ("Company").
INDEX OF EXHIBITS. Exhibit A - Form of Notice of Revolving Advance Exhibit B - Form of Certification Regarding Compliance with Financial Covenants Exhibit C - List of Real Property Collateral THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”), dated as of July 8, 2008, is by and among ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership, and ML RESOURCES, INC., a Hawaii corporation (collectively, “Borrower”), and AMERICAN AGCREDIT, PCA as successor in interest to PACIFIC COAST FARM CREDIT SERVICES, PCA, (“Lender”) with respect to the following facts:
