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”.
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INDEX OF EXHIBITS AND SCHEDULES. Schedule A Starwood shareholders executing Starwood Shareholder Agreement Schedule B Starwood shareholders executing Starwood Affiliate Lock-Up Agreements Schedule C Persons executing Advisor Affiliate Lock-Up Agreements Schedule D Persons Executing Option Standstill Agreements Schedule E TriNet Management Company Owners Schedule F Directors of New Starwood Schedule G Directors of the Surviving Corporation Schedule H Officers of New Starwood Schedule I - General Terms for Letter Officers 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 the Surviving Corporation Exhibit A - Incorporation Merger Agreement Exhibit B Advisor Transaction Agreement Exhibit C Form of Note Starwood Shareholder Agreement Exhibit B - D Form of Monthly Statement Report Starwood Affiliate Lock-Up Agreement Exhibit C - E Form of Borrowing Base Certificate Advisor Affiliate Lock-Up Agreement Exhibit D - F Form of Certificate of Compliance Option Standstill Agreement Exhibit E - G TriNet Management Company Stock Purchase Agreement Exhibit H Form of Power Charter of Attorney the Surviving Corporation Exhibit F - I Form of Accountant’s Letter Bylaws of the Surviving Corporation Exhibit G - J Form of Officer’s Certificate Charter of New Starwood Exhibit H - K Form of Account Debtor Notification Letter Bylaws of New Starwood Exhibit I - L Form of Intellectual Property Security Agreement Disclosure Schedule 7.2 - NamesArticles Supplementary for each class of New Starwood Preferred Stock Exhibit M Form of Xxxxxx Xxxxxx & Xxxxx Tax Opinion Exhibit N Form of Xxxxx, Organizational Information and Collateral Locations Disclosure Schedule 7.6 - Real Estate Disclosure Schedule 7.7 - VenturesXxxxx & Xxxxx LLP Tax Opinion Exhibit O Form of Xxxxxx & Xxxxx LLP Tax Opinion Exhibit P Form of Xxxx, 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 Weiss, Rifkind, Xxxxxxx & Xxxxxxxx Tax Opinion Exhibit Q Form of Affiliate Letter AGREEMENT AND SECURITY AGREEMENT This Loan and Security Agreement is made PLAN OF MERGER ("AGREEMENT"), dated as of February 23June 15, 2016 1999, by and among GERBER FINANCE INC.STARWOOD FINANCIAL TRUST, a New York corporation Maryland real estate investment trust (“Lender”"STARWOOD"), KBS BUILDERSST MERGER SUB, INC., a Delaware corporationMaryland corporation ("STARWOOD SUB"), MAINE MODULAR HAULERSand TRINET CORPORATE REALTY TRUST, INC., a Delaware Maryland corporation (individually, “Initial Borrower”) and, collectively, if more than one, the “Initial Borrowers”"TRINET"), 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”.
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Samples: Agreement and Plan of Merger (Starwood Financial Trust)
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 – Termination and Release Exhibit B - Form of Monthly Statement Report – Accounts Payable Example Exhibit C - Form – Shared Services Agreement GLOSSARY OF DEFINED TERMS The location of Borrowing Base Certificate Exhibit D - Form the definition of Certificate of Compliance Exhibit E - Form of Power of Attorney Exhibit F - Form of Accountanteach 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 Letter Exhibit G - Form of Officer’s Certificate Exhibit H - Form of Account Debtor Notification Letter Exhibit I - Form of Intellectual Property Security Agreement Representatives 16 Cap 25 Claim Notice 26 Closing 2 Closing Date 2 Company 1 Company Disclosure Schedule 7.2 - Names6 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 STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (this “Agreement”), Organizational Information and Collateral Locations Disclosure Schedule 7.6 - Real Estate Disclosure Schedule 7.7 - Venturesdated as of January 11, 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 2023, 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.Akerna Corp., a Delaware corporation (individually“Seller”), The Nav People, Inc., a Delaware corporation d/b/a “Initial Borrower365 Cannabis”) and, collectively, if more than one, (the “Initial BorrowersCompany”), and together with 365 Holdco LLC, a Delaware limited liability company (the “Buyer”). Xxxxx, Seller and the Company will each other Person which, on or subsequent be referred to the Closing Date, agrees in writing herein from time to become time as a “Borrower” hereunder, herein called, individually, a “BorrowerParty” and, collectively, jointly and severally, as the “Borrowers,Parties.” Capitalized terms used and pending not otherwise defined herein have 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, INCmeanings set forth in Article XII below., a Minnesota corporation, as a guarantor, “Guarantor”.
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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 - A- Form of Notice of Revolving Credit Advance Exhibit B- Form of Amended and Restated Revolving Credit Note Exhibit B - C- Form of Monthly Statement Report Term Note Exhibit C - D- Form of Borrowing Base Certificate Opinion of Xxxx Xxxxx, General Counsel of the Borrower Exhibit D - E- Form of Compliance 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 1- Liens Schedule 4.2- Offices and Collateral Other Locations Disclosure Schedule 7.6 - 4.3- Subsidiaries Schedule 4.6- Obligations on Long-Term Leases Schedule 4.7(a)- Owned Real Estate Disclosure Schedule 7.7 - Ventures4.7(b)- Leased Real Estate Schedule 4.11- Other Ventures Schedule 4.14- Tax Matters Schedule 4.15- ERISA Matters Schedule 4.16- Litigation Schedule 4.17- Stock Ownership Schedule 4.18- Employment Matters Schedule 4.19- Patents, Subsidiaries Trademarks, Copyrights and Affiliates Disclosure Licenses Schedule 7.9 - Taxes Disclosure Schedule 7.12 - Litigation Disclosure Schedule 7.13 - Intellectual Property Disclosure Schedule 7.15 - 4.22- Environmental Matters Disclosure Schedule 7.16 - 6.6- Insurance Disclosure Schedule 7.17 - Deposit and Disbursement Accounts Disclosure 7.3- Existing Indebtedness Schedule 9(b) - Indebtedness Disclosure Schedule 9(e) - Permitted Liens 11.9- Authorized Signatories AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT This Loan and Security Agreement is made AGREEMENT, dated as of February 23June 30, 2016 by and 1997, among GERBER FINANCE INC., a New York corporation (“Lender”), KBS BUILDERS, INC.QUIXOTE CORPORATION, a Delaware corporationcorporation ("Quixote"), MAINE MODULAR HAULERSENERGY ABSORPTION SYSTEMS, INC., a Delaware corporation (individually, “Initial Borrower”) and, collectively, if more than one, the “Initial Borrowers”"EAS"), and together with each other Person whichQUIXOTE LASER CORPORATION (f/k/a Disc Manufacturing, on or subsequent to the Closing Date, agrees in writing to become a “Borrower” hereunder, herein called, individuallyInc.), a “Borrower” andDelaware corporation ("DMI"), collectivelyQUIXOTE STENO CORPORATION (f/k/a Stenograph Corporation), jointly and severallya Delaware corporation ("Stenograph"), 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 HOLDINGSLEGAL TECHNOLOGIES, INC., a Minnesota corporationDelaware corporation ("LTI"), TRANSAFE CORPORATION, a Delaware corporation ("Transafe"), LITIGATION COMMUNICATIONS, INC., a Delaware corporation ("LCI") SPIN-CAST PLASTICS, INC., an Indiana corporation ("Spin-Cast"), QUIXOTE LSI CORPORATION (f/k/a Litigation Services, Inc.), a Delaware corporation ("LSI"), E-TECH TESTING SERVICES,INC., a Delaware corporation ("E-Tech"), ROADWAY SAFETY SERVICE, INC., a Delaware corporation ("Roadway"), and SAFE-HIT CORPORATION, a Nevada corporation ("Safe-Hit"), the lenders ("Lenders") named herein, and THE NORTHERN TRUST COMPANY, an Illinois banking corporation having an office at Fifty South LaSalle Street, Chicago, Illinois 60675 ("Northern"), as a guarantoragent for the lenders hereunder (Northern, “Guarantor”in such capacity, being "Agent"). Quixote, EAS, DMI, LTI, Stenograph, Transafe, LCI, Spin-Cast, LSI, E-Tech, Roadway and Safe-Hit are individually and collectively referred to herein as "Borrower."
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Samples: Loan Agreement (Quixote Corp)
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 - B Form of Certificate Borrowing Notice Exhibit C Form of Commitment Assignment and Acceptance Exhibit D Form of Compliance Certificate Exhibit E - Form of Power Request for Letter of Attorney Credit Exhibit F - Form of Accountant’s Letter Beneficial Interest Pledge Agreement 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 Owner Trustee Mortgage and Security Agreement is made Exhibit H Form of Owner Trustee Guaranty Exhibit I Form of Leasing Subsidiary Security Assignment Exhibit J Form of Subsidiary Guaranty Exhibit K Form of Trust Agreement Exhibit L Form of Placard Schedule 1.1b Borrowing Base Geographic Limitations Schedule 1.1d Liens of Record Schedule 1.1e Schedule of Documents Schedule 2.1 Revolving Commitment – Pro Rata Share Schedule 5.2 Executive Offices; Corporate or Other Names; Conduct of Business Schedule 5.5 Subsidiaries Schedule 5.7 No Other Liabilities; No Material Adverse Changes Schedule 5.9 Trade Names Schedule 5.10 Litigation Schedule 5.17 Hazardous Materials Schedule 5.21 Depreciation Policies Schedule 5.22 Non-Lender Protection Agreements Schedule 5.23 Eligible Leases as of February 23, 2016 by the Closing Date Schedule 7.10 Indebtedness and among GERBER FINANCE INC., a New York corporation Guaranteed Indebtedness existing on the Closing Date Schedule 7.15 Investments Existing as of the Closing Date AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDED AND RESTATED CREDIT AGREEMENT (“LenderAgreement”), KBS BUILDERSis entered into as of November 18, INC.2011, a Delaware corporation, MAINE MODULAR HAULERS, INC.between XXXXXX LEASE FINANCE CORPORATION, a Delaware corporation (individually, “Initial Borrower”) and), UNION BANK, N.A., together with any other Lender hereunder from time to time (collectively, if more than one, the “Initial BorrowersLenders” and individually, a “Lender”) and UNION BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”), as the Swing Line Lender (in such capacity, “Swing Line Lender”), Issuing Lender (“Issuing Lender”), Security Agent (in such capacity, “Security Agent”), and together with each other Person whichJoint Lead Arranger, on or subsequent to XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, “Syndication Agent”), XXXXX FARGO SECURITIES, LLC, as Joint Lead Arranger, and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent (in such capacity, “Documentation Agent”) and Joint Lead Arranger, effective as of 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 with reference 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”.following facts:
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INDEX OF EXHIBITS AND SCHEDULES. Exhibit Description Exhibit A Pxxxxx Employment Agreement Exhibit B Pxxxxxx Employment Agreement Exhibit C Bxxx of Sale Exhibit D License Agreement Exhibit E Copyright Co-Ownership Agreement Exhibit F Transition Services Agreement Exhibit G Referral Agreement Exhibit H Rohm & Hxxx Amendment Exhibit I-1 Form of Patent Assignment Exhibit I-2 Form of Copyright Assignment Exhibit J Escrow Agreement Schedules Description Disclosure Schedule Seller Disclosure Schedule Schedule I - General Terms for Letter of Credit Seller Intellectual Property – Transferred Patents 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 Seller Intellectual Property Security Agreement Disclosure – Transferred Know-How Schedule 7.2 - Names, Organizational Information 1.3(b) Assumed Contracts Schedule 1.4(a) Assumed Liabilities Schedule 4.6-1 Certain Seller Party Patents Schedule 4.6-2 Excluded Entity List Schedule 5.2(b) Agreements to be Terminated at Closing The registrant agrees to furnish to the Securities 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(bExchange Commission upon request a copy of any omitted schedule or exhibit. THIS ASSET PURCHASE AGREEMENT (the “Agreement”) - Indebtedness Disclosure Schedule 9(e) - Permitted Liens LOAN AND SECURITY AGREEMENT This Loan and Security Agreement is made and entered into as of February 23December 14, 2016 2009 by and among GERBER FINANCE INC.among, a New York corporation (“Lender”)on the one hand, KBS BUILDERS, INC., a Delaware corporation, MAINE MODULAR HAULERS, INC.Rambus Inc., a Delaware corporation (individually“Buyer Parent”), Rambus International Ltd., a Cayman Islands corporation (“Initial BorrowerBuyer IP”) and), collectivelyRambus Delaware LLC, if more than onea Delaware limited liability corporation (“Buyer R&D,” and together with Buyer Parent and Buyer IP, the “Initial BorrowersBuyer Parties,” and each a “Buyer Party”), and, on the other hand, Global Lighting Technologies, Inc., a Cayman Islands corporation (“Seller Parent”), Solid State OPTO Limited, a British Virgin Island business company (“Seller IP”), and Global Lighting Technologies, Inc., an Ohio corporation (“Seller R&D,” 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 Seller Parent and severallySeller IP, the “BorrowersSeller Parties,” 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, INCSeller Party”)., a Minnesota corporation, as a guarantor, “Guarantor”.
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