INDEX OF EXHIBITS. Exhibit A − Escrow Agreement Exhibit B − Loan Agreement Exhibit C − Security Agreement Exhibit D − Buyer Parent Guaranty Exhibit E − Subsidiary Guaranty Exhibit F − Secured Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement INDEX OF SCHEDULES Schedule 1.A Excluded Assets Schedule 1.B Net Working Capital Schedule 1.C Rate Adjustment Schedule 1.D Closing Pension/OPEB Shortfall Schedule 3.01(a) Seller Entities’ Jurisdictions of Incorporation/Formation Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting and Non-Voting Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 Compliance with Laws Schedule 3.06 Taxes Schedule 3.07 Litigation Schedule 3.08(a) Financial Statements Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business Names and Addresses Schedule 3.23 List of Bank Accounts Schedule 3.25 Privacy and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) Tax Matters Schedule 9.01(c) Governmental and Third Party Consents Schedule 9.01(r) Renewed Permits
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Samples: Purchase Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
INDEX OF EXHIBITS. Exhibit A − Escrow Agreement Opinion of Counsel to Buyer Exhibit B − Loan Agreement Opinion of Counsel to SVPC and the Shareholders Exhibit C − Security Agreement Bill of Sale Exhibit D − Buyer Parent Guaranty Employment Agreements Exhibit E − Subsidiary Guaranty Incentive Compensation Plan Exhibit F − Secured Buyer's Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement Notes and Guaranty INDEX OF SCHEDULES Schedule 1.A 1.2(c) Other Excluded Assets Schedule 1.B Net Working Capital 2.1 Subordinated Term Note and Guaranty Schedule 1.C Rate Adjustment 4.5 Capitalization of SVPC; Shareholders Schedule 1.D Closing Pension/OPEB Shortfall 4.6 Violations; Conflicts; etc. Schedule 3.01(a4.8 Financial Statements Schedule 4.9 Changes since the Current Balance Sheet Date Schedule 4.10 Liabilities Schedule 4.11 Litigation Schedule 4.12 Environmental Matters Schedule 4.13(a) Seller Entities’ Jurisdictions Owned Premises Schedule 4.13(b) Leased Premises Schedule 4.13(c) Additional Locations Schedule 4.14 Title to and Condition of Incorporation/Formation Assets Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting and Non-Voting Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 4.15 Compliance with Laws Schedule 3.06 Taxes 4.16 Labor and Employment Matters Schedule 3.07 Litigation Schedule 3.08(a) Financial Statements Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) 4.17 Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business Names and Addresses Schedule 3.23 List of Bank Accounts Schedule 3.25 Privacy and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) 4.18 Tax Matters Schedule 9.01(c4.19 Insurance Schedule 4.20 Receivables Schedule 4.21 Licenses and Permits Schedule 4.22 Relationships with Customers and Suppliers Schedule 4.23 Intellectual Property Schedule 4.24 Purchased Contracts Schedule 4.26 Accuracy of Information Schedule 4.27 Names Schedule 4.28 Commissions ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the "Agreement") Governmental is entered into effective as of December 1, 1998, by and Third Party Consents Schedule 9.01(ramong Circuit Systems, Inc., an Illinois corporation ("CSI"), and SVPC Circuit Systems, Inc., a California corporation and a wholly-owned subsidiary of CSI ("SVCS") Renewed Permits("SVCS," together with "CSI," constitute "BUYER"); and H.O.T.L.R.T., Inc. d/b/a Silicon Valley Printed Circuits, a California Corporation ("SVPC"); Xxxxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxx, and Xxxxxxx X. Xxxxx, being the shareholders of SVPC (Xxxxxxxx, Xxxxxxx, and Xxxxx are hereinafter sometimes referred to individually as "SHAREHOLDER" and collectively as "SHAREHOLDERS") ("SVPC," together with "SHAREHOLDERS," constitute "SELLERS").
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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 B − Loan Agreement Exhibit C − Security Agreement Exhibit D − Buyer Parent Guaranty Exhibit E − Subsidiary Guaranty Exhibit F − Secured Promissory Note Exhibit G − Subordination General Escrow Agreement Exhibit H − Assignment of Membership Interest Registration Rights Agreement Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement INDEX OF SCHEDULES Employment Agreements Schedule 1.A 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.B Net Working Capital 1.2(h) Shareholder Personal Property Schedule 1.C Rate Adjustment 4.1 Jurisdictions in which Qualified to do Business Schedule 1.D Closing Pension/OPEB Shortfall 4.5 Capitalization of the Companies; Shareholder Schedule 3.01(a4.6 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) Seller Entities’ Jurisdictions Owned Premises Schedule 4.14(b) Leased Premises Schedule 4.14(c) Additional Locations Schedule 4.15 Title to and Condition of Incorporation/Formation Assets Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting and Non-Voting Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 4.16 Compliance with Laws Schedule 3.06 Taxes 4.17 Labor and Employment Matters Schedule 3.07 Litigation Schedule 3.08(a) Financial Statements Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) 4.18 Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business Names and Addresses Schedule 3.23 List of Bank Accounts Schedule 3.25 Privacy and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) 4.19 Tax Matters Schedule 9.01(c4.20 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) Governmental Fixed Asset Schedule Schedule 4.33(b) Liability Schedule Schedule 5.5 SEC Filings and Third Party Consents Financial Information Schedule 9.01(r6.2 Negative Covenants Schedule 11.19(a) Renewed PermitsRemediation 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 Michxxx Xxxxxxx, xxing the sole shareholder of Aerospace and Security ("SHAREHOLDER"). Certain other capitalized terms used herein are defined in Article XIII or elsewhere throughout this Agreement.
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INDEX OF EXHIBITS. Exhibit A − - Escrow Agreement Exhibit B − Loan B-1 - Gxxxxxxxx Xxxx Employment Agreement Exhibit B-2 - Gxxxxxx Xxxx Employment Agreement Exhibit C − Security - Opinion of Counsel to the Company and Sellers Exhibit D - Sellers’ Certificate Exhibit E-1 - GM Squared Acquisitions Lease Agreement Exhibit D − Buyer Parent Guaranty Exhibit E − Subsidiary Guaranty E-2 - Mana Associates Lease Agreement Exhibit F − Secured Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement - Buyer’s Certificate INDEX OF SCHEDULES Schedule 1.A Excluded Assets 1.3(b)(iii) Schedule 1.B Net Working Capital of Sellers Schedule 1.C Rate Adjustment 3.1 Organization and Corporate Power Schedule 1.D Closing Pension/OPEB Shortfall 3.3 Capitalization Schedule 3.01(a3.4 Subsidiaries; Investments Schedule 3.5 Absence of Conflicts; Consents Schedule 3.6 Financial Statements Schedule 3.7 Absence of Undisclosed Liabilities Schedule 3.8 Absence of Certain Developments Schedule 3.9(b) Seller Entities’ Jurisdictions of Incorporation/Formation Leased Real Property Schedule 3.02(a3.9(e) Seller Entities’ Equity Ownership Personal Property Schedule 3.02(c3.10 Accounts Receivable Schedule 3.12 Taxes Schedule 3.13 Contracts and Commitments Schedule 3.14 Intellectual Property Schedule 3.15 Litigation; Proceedings Schedule 3.16 Brokerage (Company and Sellers) Voting Schedule 3.17 Governmental Licenses and Non-Voting Stock or Equity Interests Permits Schedule 3.02(e) Seller Entities’ Options 3.18 Employees Schedule 3.03(c) Notices, Consents 3.19 Employee Benefit Plans Schedule 3.20 Insurance Schedule 3.21 Officers and Approvals Directors; Bank Accounts Schedule 3.04 3.22 Insider Transactions Schedule 3.23 Compliance with Laws Schedule 3.06 Taxes 3.24 Environmental Matters Schedule 3.07 Litigation 3.25 Product and Service Warranties Schedule 3.08(a3.26 Products Liability; Recalls Schedule 3.27(a) Financial Statements Customers Schedule 3.08(c3.27(b) Other Liabilities Vendors Schedule 3.08(d) Closing 3.28 Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List 3.29 No Acceleration of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Rights or Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business 3.30 Corporate Names and Addresses Locations Schedule 3.23 List 4.2 Absence of Bank Accounts Conflicts (Sellers) Schedule 3.25 Privacy 4.3 Brokerage (Sellers) Schedule 5.4 Consents (Buyer) Schedule 5.6 Brokerage (Buyer) Schedule 6.2(a) Indemnification Schedule 7.2 Allocation of ADSP STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (including all Schedules and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct Exhibits hereto, this “Agreement”) is made as of December 28, 2007, by and among All Points Industries, Inc., a Florida corporation (the “Company”), Gxxxxxxxx Xxxx and Gxxxxxx Xxxx, the sole stockholders of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) Tax Matters Schedule 9.01(c) Governmental (each a “Seller” and Third Party Consents Schedule 9.01(r) Renewed Permitscollectively the “Sellers”), and The Hxxxxxx Group, Inc., a Delaware corporation (“Buyer”). The Company, Sellers and Buyer are collectively referred to herein as the “Parties” and individually as a “Party.” Unless otherwise specified herein, capitalized terms used in this Agreement have the meanings set forth in Article VIII hereof. The authorized capital stock of the Company consists of 1,000 shares of common stock, without par value, of which 100 shares are issued and outstanding and owned beneficially and of record by Sellers (the “Common Stock”). Buyer desires to acquire from Sellers, and Sellers desire to sell to Buyer, all of the shares of Common Stock owned by Sellers (the “Shares”).
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INDEX OF EXHIBITS. Exhibit A − Escrow Agreement Purchase Price Note Exhibit B − Loan Stock Pledge and Security Agreement Exhibit C − Security Employment Agreement of Xxxx Xxxxxx Exhibit D − Buyer Parent Guaranty Employment Agreement of Xxxxxx Xxxxxx Exhibit E − Subsidiary Guaranty Employment Agreement of Xxxxx Xxxxxx Exhibit F − Secured Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Escrow Agreement INDEX OF SCHEDULES Schedule 1.A Excluded 2.6 Capitalization of MTLM Schedule 3.1 Jurisdictions in which Qualified to do Business Schedule 3.4 Capitalization of Reserve and the Company Schedule 3.5 Shareholders; Partners Schedule 3.6 Violations; Conflicts; etc. Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.10 Changes since the Current Balance Sheet Date Schedule 3.11 Liabilities Schedule 3.12 Litigation Schedule 3.13 Environmental Matters Schedule 3.14(a) Owned Real Estate Schedule 3.14(b) Leases Schedule 3.15 Title to and Condition of Assets Schedule 1.B Net Working Capital Schedule 1.C Rate Adjustment Schedule 1.D Closing Pension/OPEB Shortfall Schedule 3.01(a) Seller Entities’ Jurisdictions of Incorporation/Formation Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting and Non-Voting Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 3.16 Compliance with Laws Schedule 3.06 Taxes 3.17 Labor and Employment Matters Schedule 3.07 Litigation Schedule 3.08(a) Financial Statements Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) 3.18 Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans 3.19 Tax Matters Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV 3.20 Insurance Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign Employee Benefit Plan Schedule 3.17(b) Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List of Environmental 3.22 Licenses and Permits Schedule 3.20 Events Outside Ordinary Course 3.23 Relationships with Customers and Suppliers Schedule 3.24 Intellectual Property Schedule 3.25 Contracts Schedule 3.26 Material Customers Schedule 3.30 Names Schedule 4.1 Conduct of Business Pending Closing Schedule 3.21 Accounts Receivable 5.14 Employee Warrants Schedule 3.21(b11.1 Missing Due Diligence Items and Schedules PURCHASE AGREEMENT This Purchase Agreement (this "Agreement") Uncollectable Accounts Receivable Schedule 3.22 List is entered into effective as of Business Names January 17, 1997, by and Addresses Schedule 3.23 List among Metal Management, Inc., a Delaware corporation ("MTLM"); X. Xxxxxx Iron & Metal, Inc., an Ohio corporation (the "Company") and the sole general partner of Bank Accounts Schedule 3.25 Privacy Reserve Iron & Metal Limited Partnership, a Delaware limited partnership ("Reserve"); and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct Xxxx X. Xxxxxx, Xxxxxx Xxxxxx and Xxxxx Xxxxxx, who constitute all of the shareholders of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) Tax Matters Schedule 9.01(c) Governmental and Third Party Consents Schedule 9.01(r) Renewed Permits(together, the "Shareholders"). Certain other capitalized terms used herein are defined in ARTICLE XI or elsewhere throughout this Agreement.
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INDEX OF EXHIBITS. Exhibit A − Escrow Agreement Exhibit B − Loan Agreement Exhibit C − Security Agreement Exhibit D − Buyer Parent Guaranty Exhibit E − Subsidiary Guaranty Exhibit F − Secured Promissory Note Exhibit G − Subordination Agreement Exhibit H − Assignment of Membership Interest Exhibit I − Union Contract Extension Exhibit J − FTI Letter Agreement Exhibit K − FTI Transition Management Services Agreement INDEX OF SCHEDULES Schedule 1.A Excluded Assets Schedule 1.B Net Working Capital Schedule 1.C Rate Adjustment Schedule 1.D Closing Pension/OPEB Shortfall Schedule 3.01(a) Seller Entities’ Jurisdictions of Incorporation/Formation Schedule 3.02(a) Seller Entities’ Equity Ownership Schedule 3.02(c) Voting A-Retention Bonus and Non-Voting competition Agreement Exhibit B-Retention Bonus and Non-competition Agreement Exhibit C-Transition Agreement iv GLOSSARY OF DEFINED TERMS The following terms used in this Agreement and Plan of Merger have the meanings given to them on the pages indicated below: 2010 PTO 53 Accounting Firm 55 Acquisition Proposal 47 Acquisition Transaction 47 Adjusted Merger Consideration 11 Adjusted Transaction Value 6 Affiliate 66 Affiliated 66 Agencies 54 Bank Consolidation 51 Bank Consolidation Agreement 51 Benefit Reduction 54 Business Day 2 CERCLA 34 Certificate of Merger 2 Chemical 1 Chemical Allocation 56 Chemical Call Reports 14 Chemical Common Stock or Equity Interests Schedule 3.02(e) Seller Entities’ Options Schedule 3.03(c) Notices, Consents and Approvals Schedule 3.04 Compliance with Laws Schedule 3.06 Taxes Schedule 3.07 Litigation Schedule 3.08(a) 4 Chemical Disclosure Statement 11 Chemical Investment Banker 16 Chemical Permitted Issuances 6 Chemical Subsidiaries 12 Chemical Subsidiary 12 Chemical's Financial Statements 14 Chemical's Representatives 17 Closing 2 Closing Balance Sheet 55 Closing Report 55 Code 1 Constituent Corporation 1 Continuation Coverage 46 Continuing Employee 52 Control 19 Data Conversion 57 Effective Time 2 Environmental Laws 34 Environmental Risks 50 ERISA 30 Excess Parachute Payment 24 Exchange Agent 7 Exercise Period 10 FDI Act 12 FDIC 14 Federal Bank Holding Company Act 12 Federal Reserve Board 13 Fee Termination Event 65 Fiduciary Event 45 Final Chemical Price 10 Final Statement Date 55 Floor Chemical Price 10 GAAP 14 Hazardous Substance 34 Increase Notice 11 Individual Specific Loan Potential Adjustment 56 Initial Chemical Price 10 Initial Index Price 10 Initial Triggering Event 64 Investigated Property 50 Investment Banker Fees 56 IRS 24 Knowledge 66 Losses 6 Management Continuity Agreements 54 MBCA 1 Merger 1 Merger Consideration 5 Michigan Banking Code 12 Nonspecific Loan Charge-Offs 56 Nonspecific Loans 56 O.A.K. 1 O.A.K. Allocation Schedule 3.08(c) Other Liabilities Schedule 3.08(d) Closing Indebtedness Schedule 3.09(a) Affiliate Transactions Schedule 3.09(b) Affiliate Indebtedness to the Company Schedule 3.10(a) Owned Real Property Schedule 3.10(b) List of Real Property Leases Schedule 3.10(c)(i) Valid Leasehold Interests Schedule 3.10(c)(ii) Subleases Schedule 3.10(c)(iii) Tenancy Agreements Schedule 3.10(d)(i) Real Estate Permits Schedule 3.10(d)(ii) Leases Requiring Consent Schedule 3.10(e) Conditions Schedule 3.11 Tangible Personal Property Schedule 3.12(a) List of Intellectual Property Schedule 3.12(c) Intellectual Property Infringement 42185384v.30 Schedule 3.13 List of Company Contracts Schedule 3.14(a) List of Insurance Policies Schedule 3.14(b) List of Claims Schedule 3.14(c) Termination/Lapse of Insurance Policies Schedule 3.15(a) List of Permits Schedule 3.15(b) Status of Permits Schedule 3.16(a) Employee Benefit Plans Schedule 3.16(d) Noncompliant Employee Benefit Plans Schedule 3.16(e) Employee Benefit Plans Subject to ERISA Title IV Schedule 3.16(g) Employee Benefit Plans Providing Retiree Health & Welfare Benefits Schedule 3.16(j) Outstanding Company Contributions to Employee Benefit Plans Schedule 3.16(k) Foreign 56 O.A.K. Call Reports 21 O.A.K. Common Stock 4 O.A.K. Disclosure Statement 17 O.A.K. Employee Benefit Plan Schedule 3.17(b30 O.A.K. Identified Loan Reserves and Charge-Offs 56 O.A.K. Investment Banker 35 O.A.K. Permitted Issuances 6 O.A.K. Plan 51 v O.A.K. Premises 33 O.A.K. Shareholder Approval 18 O.A.K. Stock Option Plans 6 O.A.K. Subsidiaries 18 O.A.K. Subsidiary 18 O.A.K.-Related Person 35 O.A.K.'s Financial Statements 20 O.A.K.'s Leased Real Property 25 O.A.K.'s Leases 26 O.A.K.'s Real Property 25 O.A.K.'s Representatives 35 Old Certificates 7 PBGC 30 Per Share Adjusted Transaction Value 6 Person 66 Phase I Assessment 50 Phase II Assessment 50 Plan of Merger 1 Pricing Period 10 Prospectus and Proxy Statement 16 PTO Policy 53 Reduced Merger Consideration 6 Registration Statement 16 Retention and Transition Agreements 54 SEC 9 SEC Documents 38 Securities Act 38 Shareholder Meeting 16 Shareholders' Equity 54 Single Triggering Event 63 SOX 39 Specific Loan Potential Adjustment 56 Specific Loan Reserves and Charge-Offs 56 Specific Loans 56 Stock Distribution 5 Subsequent Triggering Event 65 Subsidiaries Consolidation 51 Superior Proposal 45 Surviving Corporation 1 Tail Coverage 46 Tax Returns 23 Taxes 23 Technology-Related Contracts 45 Termination Fee 63 Transaction Documents 16 Transaction Value 6 Unexercised Options 9 Upset Condition 10 Upset Date 2 vi AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this "Plan of Merger") Labor Complaints Schedule 3.17(c) Collective Bargaining Agreements Schedule 3.18 List is made as of Environmental Permits Schedule 3.20 Events Outside Ordinary Course of Business Schedule 3.21 Accounts Receivable Schedule 3.21(b) Uncollectable Accounts Receivable Schedule 3.22 List of Business Names January 7, 2010, by and Addresses Schedule 3.23 List of Bank Accounts Schedule 3.25 Privacy between O.A.K. Financial Corporation, a Michigan corporation ("O.A.K."), and Data Security Matters Schedule 5.04 Potential Contravention Schedule 5.05 Permit Qualifications Schedule 6.01 Conduct of the Company Schedule 6.01(a)(ii) Budget Schedule 6.01(a)(vii) Metrics Schedule 6.01(a)(x) Required Conduct Schedule 6.01(b)(xx) Tax Matters Schedule 9.01(c) Governmental and Third Party Consents Schedule 9.01(r) Renewed PermitsChemical Financial Corporation, a Michigan corporation, ("Chemical").
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Samples: Agreement and Plan of Merger (Chemical Financial Corp)
