INDEX OF EXHIBITS AND SCHEDULES. Schedule I - General Terms for Letter of Credit Schedule II - Conditions Precedent Schedule III - Financial Covenants Schedule IV - Cash Management Schedule V - Addresses for Notices Attachment A - Fees, Charges and Commissions Exhibit A - Form of Note Exhibit B - Form of Monthly Statement Report Exhibit C - Form of Borrowing Base Certificate Exhibit D - Form of Certificate of Compliance Exhibit E - Form of Power of Attorney Exhibit F - Form of Accountant’s Letter Exhibit G - Form of Officer’s Certificate Exhibit H - Form of Account Debtor Notification Letter Exhibit I - Form of Intellectual Property Security Agreement Disclosure Schedule 7.2 - Names, Organizational Information and Collateral Locations Disclosure Schedule 7.6 - Real Estate Disclosure Schedule 7.7 - Ventures, Subsidiaries and Affiliates Disclosure Schedule 7.9 - Taxes Disclosure Schedule 7.12 - Litigation Disclosure Schedule 7.13 - Intellectual Property Disclosure Schedule 7.15 - Environmental Matters Disclosure Schedule 7.16 - Insurance Disclosure Schedule 7.17 - Deposit and Disbursement Accounts Disclosure Schedule 9(b) - Indebtedness Disclosure Schedule 9(e) - Permitted Liens LOAN AND SECURITY AGREEMENT This Loan and Security Agreement is made as of February 23, 2016 by and among GERBER FINANCE INC., a New York corporation (“Lender”), KBS BUILDERS, INC., a Delaware corporation, MAINE MODULAR HAULERS, INC., a Delaware corporation (individually, “Initial Borrower”) and, collectively, if more than one, the “Initial Borrowers”), and together with each other Person which, on or subsequent to the Closing Date, agrees in writing to become a “Borrower” hereunder, herein called, individually, a “Borrower” and, collectively, jointly and severally, the “Borrowers,” and pending the inclusion by written agreement of any other such Person, besides each Initial Borrower, as a “Borrower” hereunder, all references herein to “Borrowers,” “each Borrower,” the “applicable Borrower,” “such Borrower” or any similar variations thereof (whether singular or plural) shall all mean and refer to the Initial Borrower or each one of them collectively) and any other Credit Party executing or becoming a party to this Agreement, including but not limited to ATRM HOLDINGS, INC., a Minnesota corporation, as a guarantor, “Guarantor”.
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A Definitions and Rules of Interpretation Exhibit B-1 Form of Note Exhibit C [Reserved] Disbursement Procedures Exhibit D-2 [Reserved] Exhibit D-3 Form of Confirmation of Interest Period Selection Exhibit D-4 Form of Notice of Borrowing Exhibit D-5 Form of Pending Disbursements Clause Security-Related Documents Exhibit E-1 Form of Mortgage Documents Exhibit E-2 Form of Borrower Pledge and Security Agreement Exhibit E-3 Form of Guaranty and Security Agreement Exhibit E-4 Form of Account Control Agreement Exhibit E-5 Schedule of Permitted Encumbrances Exhibit E-6 Schedule of Security Filings Exhibit E-7 Form of Member Pledge and Security Agreement Consents Exhibit F-1 Exhibit F-2 Form of Consent of BOP Contractor Exhibit F-3 Form of Consent of Energy Hedge Provider Exhibit F-4 Form of Consent of Energy Hedge Guarantor Exhibit F-5 [Reserved] Exhibit F-6 Form of Landowner Estoppel Exhibit F-7 Form of Consent of Contracting Party Exhibit F-8 Form of Consent of Turbine Supplier and Turbine Operator Exhibit F-9 [Reserved] Exhibit F-10 Form of Consent of Operator Exhibit F-11 Form of Shared Facilities Consent Exhibit F-12 Form of Project Administration Agreement Consent Closing Certificates Exhibit G-1 Form of Borrower’s Closing Certificate Exhibit G-2 Form of Insurance Consultant’s Certificate Exhibit G-3 Form of Environmental Consultant’s Certificate Exhibit G-4 Form of Independent Engineer’s Closing Certificate and Report Project Description Exhibits Exhibit H-2A Schedule of Borrower Permit Exceptions— Environmental, Permitting, Real Property, Maine Regulatory Matters and FERC Exhibit H-2B Schedule of Applicable Permits — Environmental, Permitting, Real Property, Maine Regulatory Matters and FERC Exhibit H-3 Governmental Regulations Exhibit H-4 [Reserved] Exhibit H-5 Pending Litigation Exhibit H-6 Environmental Matters Disclosure Exhibit H-7 Chief Executive Office of Borrower Exhibit H-8A Description of Stetson I Real Property Interests Exhibit H-8B Description of Stetson II Real Property Interests Exhibit H-9 Description of Transmission Line Real Property Interests Other Exhibits Exhibit I Lenders/Lending Offices Exhibit J Schedule of Lender Proportionate Shares Exhibit K Amortization Schedule Exhibit L-1 Form of Withholding Certificate (Treaty) Exhibit L-2 Form of Withholding Certificate (Effectively Connected) Exhibit L-3 Form of Withholding Certificate (Portfolio Interest) Exhibit M Form of Subordination Agreement Exhibit N Form of Assignment Agreem...
INDEX OF EXHIBITS AND SCHEDULES. Schedule A: Definitions Schedule B: Lender’s and Credit Parties’ Addresses for Notices Schedule C: Letters of Credit Schedule D: Cash Management System Schedule E: Fees Schedule F: Schedule of Documents Schedule G: Material Contracts Schedule H: Bank Products Schedule I: RBC Lease Facility Schedule J: Post-Closing Undertakings Disclosure Schedule (3.2): [***] Disclosure Schedule (3.6): [***] Disclosure Schedule (3.7): [***] Disclosure Schedule (3.9): [***] Disclosure Schedule (3.11): [***] Disclosure Schedule (3.12): [***] Disclosure Schedule (3.13): [***] Disclosure Schedule (3.15): [***] Disclosure Schedule (3.16): [***] Disclosure Schedule (3.17): [***] Disclosure Schedule (3.18): [***] Disclosure Schedule (5.2(b)): [***] Disclosure Schedule (5.2(e)): [***] Disclosure Schedule (6.1): [***] Exhibit A: Form of Notice of Borrowing or Continuation/Conversion Exhibit B: Form of Borrowing Base Certificate Exhibit C: Form of Compliance Certificate Exhibit D: Form of Notice of Repayment TRANSACTION SUMMARY AS OF THE DATE OF THIS AGREEMENT REVOLVING CREDIT LOAN Maximum Amount: $15,000,000 or the Equivalent Amount in U.S.$ if available Letter of Credit Sublimit: $5,000,000 Term: One (1) year Interest Rate: RBP plus 0.75% per annum RBUSBR plus 0.75% per annum CDOR Rate plus 2.00% per annum Term SOFR Rate plus 2.00% per annum plus the Term SOFR Adjustment Unused Line Fee: 0.40% per annum Letter of Credit Fee: to be determined at time of issue Borrowing Base: (i) 85% of the value (as determined by Lender) of Eligible Accounts (other than Investment Grade or Insured Accounts), 90% of the value (as determined by Lender) of Eligible Investment Grade or Insured Accounts; plus (ii) the lesser of (I) 85% of the net orderly liquidation value of Eligible Inventory, and (II) 75% of the book value of Eligible Inventory; less (iii) reserves. OTHER FEES Closing Fee: $75,000 Collateral Monitoring Fee: $1,000 per month in advance STATED EXPIRY DATE February 12, 2024 The loans described generally here are established and governed by the terms and conditions set forth below in this Agreement and the other Loan Documents, and if there is any conflict between this general description and the express terms and conditions below or elsewhere in the Loan Documents, such other express terms and conditions shall control.
INDEX OF EXHIBITS AND SCHEDULES. EXHIBITS
INDEX OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A Form of Key Employee Non-Competition and Non-Solicitation Agreement Exhibit B Form of Voting Agreement Exhibit C Form of Joinder Agreement Exhibit D Form of Option Cancellation Agreement Exhibit E Form of Letter of Transmittal Exhibit F Form of Director and Officer Resignation Letter Exhibit G Form of Charter Amendment Exhibit H Form of Key Employee Offer Letter Exhibit I Form of Legal Opinion of Counsel to the Company Exhibit J Form of Escrow Sale Instruction Letter Exhibit K U.S. Bank Money Market Deposit Account Terms Exhibit L U.S. Bank Security Procedures Schedules Schedule I Designated Securityholders Schedule 1.1(p) Company Core Hardware Products Schedule 1.1(vv) Specified Indebtedness Schedule 1.1(yy) Key Employees Schedule 1.1(zz) Knowledge Persons Schedule 2.7(f)(i) Assumed Options Schedule 2.7(f)(ii) Unvested Option Cashout Schedule 5.2 Parent Individuals Schedule 5.2(ff) Prohibited Option Bonus Agreement Payments Schedule 6.7(b) Agreements Requiring Notices Schedule 6.7(c) Agreements to be Modified Schedule 6.7(d) Agreements to be Cancelled Schedule 6.7(e) Agreements to be Terminated Schedule 6.22 Deliveries Under Commercial Agreement Schedule 6.23(a) Indemnification Schedule Schedule 6.24 Option Bonus Agreement Schedule 7.2(f)(i) Agreements Requiring Consents, Waivers and Approvals Schedule 7.2(f)(ii) Agreements Requiring Modification Schedule 7.2(f)(iii) Agreements Requiring Termination Schedule 7.2(f)(iv) Agreements Requiring Cancellation Schedule 7.2(f)(v) Required Notices Schedule 7.2(h)(ii) Key Employees Executing Key Employee Non-Competition and Non-Solicitation Agreements Schedule 7.2(l) Liens Required to be Released Schedule 8.2(a)(ix) Designated Indemnification Matters
INDEX OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 Principal Stockholders Exhibit A-2 Form of Stockholder Consent Exhibit A-3 Form of Principal Stockholder Indemnification Agreement Exhibit B Form of 280G Waiver Exhibit C Form of Charter Amendment Exhibit D Guaranty Exhibit E Form of Certificate of Merger Exhibit F Letter of Transmittal Exhibit G Director and Officer Resignation Letter Exhibit H Standard Fee Schedule of Escrow Agent Schedules Schedule 1.1 Critical Employees and Key Employees Schedule 3.15(e)(i) Non-Infringement of Intellectual Property Schedule 5.2 Restrictions on Conduct of Company Business Schedule 5.2(h) Standard Forms of End User License Agreement Schedule 6.10 Code Section 401(k) Arrangement Schedule 6.12 Spreadsheet Schedule 6.13 Liens to be Released Schedule 6.16(a) D&O Indemnification Agreements Schedule 7.2(g)(i) Agreements Requiring Consents, Waivers and Approvals Schedule 7.2(g)(ii) Agreements to be Terminated Schedule 7.2(g)(iii) Agreements Requiring Notices Schedule 8.6(d) Third Party Claim Procedures AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into as of November 10, 2009 by and among Logitech, Inc., a California corporation (“Parent”), Agora Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), LifeSize Communications, Inc., a Delaware corporation (the “Company”), Shareholder Representative Services, LLC, a Colorado limited liability company, solely in its capacity as stockholder representative (the “Stockholder Representative”), and U.S. Bank National Association, as Escrow Agent (the “Escrow Agent”). All capitalized terms that are used in this Agreement shall have the respective meanings ascribed thereto in Article I.
INDEX OF EXHIBITS AND SCHEDULES. Schedule A (Recitals) - Definitions Schedule B (Section 1.2) - Letters of Credit Schedule C - Intentionally Omitted Schedule D - Intentionally Omitted Schedule E (Section 1.9) - Cash Management System Schedule F (Section 2.1(b)) - Schedule of Additional Closing Documents Schedule G (Section 4.1(a)) - Financial Statements and Projections - Reporting Schedule H (Section 4.1(b)) - Collateral Reports Schedule I (Section 6y.10) - Financial Covenants Schedule J (Section 11.10) - Notice Addresses Schedule 1.1 - Responsible Individual Schedule 3.2 - Executive Offices Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.18 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 6.3 - Indebtedness Schedule 6.4(a) - Transactions with Affiliates Schedule 6.7 - Existing Liens Schedule 6.18 - Form of Transportation Certificate Schedule 11.8 - Authorized Signatures Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b)(i) - Form of Notice of Swing Line Advance Exhibit 1.1(b)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement This AMENDED AND RESTATED CREDIT AGREEMENT, dated as of May 24, 1999 among WILSONS LEATHER HOLDINGS INC., a Minnesota corporation ("Borrower"), -------- GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in its individual capacity, "GE Capital"), for itself, as Lender, as Swing Line Lender and as ---------- Agent for Lenders, and the other Lenders signatory hereto from time to time.
INDEX OF EXHIBITS AND SCHEDULES. A-1 Legal Description A-2 Landlord Personal Property B Certain Definitions C Landlord’s Wire Instructions D As-Is Exceptions E Deferred Maintenance Items F Financial, Management and Regulatory Reports G Fair Market Value Determination Process H Facility Mortgagee Specific Requirements I Form of Recognition Agreement Schedule 1 Related Facilities HNZW/522096_6doc/3583-1 EXHIBIT “A-1” LEGAL DESCRIPTION Address: 0000 Xxxxxxx Xxxxxx, Fort Xxxxx, Arkansas 72901 The West half of the South Half of the North Half of the Northeast Quarter of the Southeast Quarter of Section 32, Township 8 North, Range 32 West, Fort Xxxxx District, Sebastian County, Arkansas and all that part described us beginning at the Southwest corner of the above described tract: thence South 62.00 feet; thence Last 630.00 feet; thence North 62.00 feet; thence West 630.00 feet to the point of beginning. HNZW/522096_6.doc/3583-1 EXHIBIT “A-2” LANDLORD PERSONAL PROPERTY
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A – Xxxx of Sale and Assignment and Assumption Agreement Exhibit B – Buyer Out-License Agreement Exhibit C – Seller Out-License Agreement Exhibit D – Supply Agreement Exhibit E – Transition Services Agreement Exhibit F – Convertible Note Agreement Exhibit G – Observer Rights Letter Schedule 2.01(a)(vi) – Acquired Contracts Schedule 2.01(a)(viii) – Prepayments, Deposits, Rebates and Refunds Schedule 2.01(a)(xii) – Computer Software Data and Information and Related Hardware Schedule 2.02(b)(vi) – Other Excluded Liabilities Schedule 2.03(b)(i) – Seller Allocation Schedule 2.05(c)(iii) – Required Third-Party Consents Schedule 5.04(a) – Guarantees, Letters of Comfort, Indemnities or Similar Arrangements Schedule 5.05(a) – Trademarks Schedule 5.06(e) – Shared Contracts Schedule 5.08(a) – Business Employee Information Seller Disclosure Schedule ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of April 28, 2020, is made by and among (i) BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (“Parent”), (ii) those Affiliates of Parent that hold Purchased Assets, as identified on Annex A (the “Sellers”), on the one hand, and (iii) XXXXXXX SURGICAL, INC., a Delaware corporation (“Buyer”), on the other hand.
INDEX OF EXHIBITS AND SCHEDULES. Schedule A (Recitals) - Definitions Schedule B (Section 1.2) - Letters of Credit Schedule C - Intentionally Omitted Schedule D - Intentionally Omitted Schedule E (Section 1.9) - Cash Management System Schedule F (Section 2.1(b)) - Schedule of Additional Closing Documents Schedule G (Section 4.1(a)) - Financial Statements and Projections - Reporting Schedule H (Section 4.1(b)) - Collateral Reports Schedule I (Section 6y.10) - Financial Covenants Schedule J (Section 11.10) - Notice Addresses Schedule 1.1 - Responsible Individual Schedule 3.2 - Executive Offices Schedule 3.6 - Real Estate and Leases Schedule 3.7 - Labor Matters Schedule 3.8 - Ventures, Subsidiaries and Affiliates; Outstanding Stock Schedule 3.11 - Tax Matters Schedule 3.12 - ERISA Plans Schedule 3.13 - Litigation Schedule 3.15 - Intellectual Property Schedule 3.17 - Hazardous Materials Schedule 3.18 - Insurance Schedule 3.18 - Deposit and Disbursement Accounts Schedule 3.20 - Government Contracts Schedule 3.22 - Material Agreements Schedule 5.1 - Trade Names Schedule 6.3 - Indebtedness Schedule 6.4(a) - Transactions with Affiliates Schedule 6.7 - Existing Liens Schedule 6.18 - Form of Transportation Certificate Schedule 11.8 - Authorized Signatures Exhibit 1.1(a)(i) - Form of Notice of Revolving Credit Advance Exhibit 1.1(a)(ii) - Form of Revolving Note Exhibit 1.1(b)(i) - Form of Term B Note Exhibit 1.1(c)(i) - Form of Notice of Swing Line Advance Exhibit 1.1(c)(ii) - Form of Swing Line Note Exhibit 1.5(e) - Form of Notice of Conversion/Continuation Exhibit 4.1(b) - Form of Borrowing Base Certificate Exhibit 9.1(a) - Form of Assignment Agreement This THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 19, 2001 among WILSONS LEATHER HOLDINGS INC., a Minnesota corporation ("Borrower"), GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation (in its individual capacity, "GE Capital"), for itself, as Lender, as Term Lender, as Swing Line Lender and as Agent for Lenders, FLEET NATIONAL BANK, as documentation agent and as Lender, FIRST UNION NATIONAL BANK, as syndication agent and as Lender and the other Lenders signatory hereto from time to time.
