INDEX OF EXHIBITS AND SCHEDULES. EXHIBITS
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A Definitions Exhibit B Allocation of Purchase Price Exhibit C General Conveyance, Assignment and Xxxx of Sale Exhibit D Seller’s Secretary’s Certificate and Unanimous Written Consent in Lieu of a Meeting of the Board of Directors and Shareholders of Seller Exhibit E Form of Opinion of Seller’s/Shareholders’ Counsel Exhibit F Form of Covenant Not to Compete Agreement Exhibit G Form of Seller’s and Shareholders’ Closing Certificate Exhibit H Non-Foreign Affidavit Exhibit I Form of Buyer’s Closing Certificate Exhibit J Survey Requirements Schedule 2.1.1 Permits Schedule 2.1.2 Equipment Schedule 2.1.3 Customer Contracts and Employee Contracts Schedule 2.1.8 Office Equipment Schedule 2.1.9 Systems Schedule 3.5 Accounts Receivable as of the Closing Date Schedule 6.3(c) Consents and Defaults Schedule 6.4 Governmental Consents Schedule 6.5 Financial Statements Schedule 6.7.1 Intellectual Property Rights Schedule 6.8.2 Tangible Personal Property Leases Schedule 6.9.3 Consents Schedule 6.10 Insurance and Workers’ Compensation Schedule 6.11 Employees Schedule 6.13 Governmental Orders Schedule 6.14 W-9 Form Schedule 6.15 Litigation Schedule 6.16 Price Redetermination Contracts Schedule 6.17 Ordinary Course of Business Schedule 6.18.1 Permits Requiring Consents Schedule 6.21 Restrictive Agreements Schedule 6.22.2 Leased Real Property
INDEX OF EXHIBITS AND SCHEDULES. Exhibit Description Schedule Description
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A Definitions and Rules of Interpretation Exhibit B-1 Form of Note Exhibit C [Reserved] 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 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 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 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 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 Agreement Exhibit O Form of O&M Reserve LC Exhibit P Form of Debt Service Reserve LC Exhibit Q-1 Form of Energy Hedg...
INDEX OF EXHIBITS AND SCHEDULES. Exhibits Schedules
INDEX OF EXHIBITS AND SCHEDULES. Exhibits
INDEX OF EXHIBITS AND SCHEDULES. Schedule A - Definitions Schedule B - Lender's and Borrower's Addresses for Notices Schedule C - Letters of Credit Schedule D - Cash Management System Schedule E - Fees and Expenses Schedule F - Schedule of Documents Schedule G - Financial Covenants Disclosure Schedule (3.2) - Places of Business; Corporate Names Disclosure Schedule (3.6) - Real Estate Disclosure Schedule (3.7) - Stock; Affiliates Disclosure Schedule (3.10) - Taxes Disclosure Schedule (3.12) - ERISA Disclosure Schedule (3.13) - Litigation Disclosure Schedule (3.14) - Intellectual Property Disclosure Schedule (3.16) - Environmental Matters Disclosure Schedule (3.17) - Insurance Disclosure Schedule (3.19) - Contracts (Offset Risk) Disclosure Schedule (5(b)) - Indebtedness Disclosure Schedule (6.1) - Actions to Perfect Liens Exhibit A - Form of Notice of Revolving Credit Advance Exhibit B - Form of Borrowing Base Certificate Exhibit C - Form of Revolving Credit Note Exhibit D - Form of Secretarial Certificate Exhibit E - Form of Power of Attorney Exhibit F - Form of Certificate of Compliance Exhibit G - Form of Opinion of Counsel to Borrower This LOAN AND SECURITY AGREEMENT is dated as of July 31, 2001, and agreed to by and between (i) INTRADO INC., a Delaware corporation ("Intrado"), INTRADO COMMUNICATIONS INC., a Delaware corporation ("ICI") and INTRADO COMMUNICATIONS OF VIRGINIA INC., a Virginia corporation ("ICIV"), as co-borrowers, jointly and severally (ICIV, ICI and Intrado, acting in such capacities, herein called, individually and collectively, jointly and severally, "Borrower"), (ii) any other Credit Party at any time executing this Agreement, and (iii) GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ("Lender").
INDEX OF EXHIBITS AND SCHEDULES. Exhibit A – Termination and Release Exhibit B – Accounts Payable Example Exhibit C – Shared Services Agreement The location of the definition of each capitalized term used in this Agreement and not defined in Section 11.01 is set forth in this Glossary: AAA 35 Acquisition Proposal 17 Agreement 1 Basket Amount 25 Business 1 Buyer 1 Buyer’s Representatives 16 Cap 25 Claim Notice 26 Closing 2 Closing Date 2 Company 1 Company Disclosure Schedule 6 Company Financial Statements 7 Company Shares 1 Disputed Amounts 5 Estimated Closing Consideration 4 Estimated Closing Statement 3 Estimated Closing Working Capital 3 Final Closing Consideration 4 Final Closing Statement 4 Indemnified Party 25 Indemnifying Party 25 Independent Accountant 5 Interim Balance Sheet 7 Interim Balance Sheet Date 7 Interim Company Financial Statements 7 Litigation Conditions 26 Material Contract 9 Outside Date 21 Parties 1 Party 1 Payoff Amount 17 Payoff Letter 17 Post-Closing Adjustment 4 Property Taxes 22 Purchase Price 1 Resolution Period 4 Review Period 4 Seller 1 Statement of Objections 4 Subsidiary 6 Termination and Release 1 Working Capital Holdback 3 THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of January 11, 2023, is made by and among Akerna Corp., a Delaware corporation (“Seller”), The Nav People, Inc., a Delaware corporation d/b/a “365 Cannabis”) (the “Company”), and 365 Holdco LLC, a Delaware limited liability company (the “Buyer”). Xxxxx, Seller and the Company will each be referred to herein from time to time as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XII below.
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 Central Jersey Schedules
