INDEX OF SCHEDULES. Schedule 1.8(a) Working Capital Schedule 2.1(e) Assumed Contracts Schedule 2.7 Certain Contracts Schedule 3.6 Company Financial Information Schedule 3.10(a) Owned Property Schedule 3.10(b) Leased Property Schedule 3.11(a) Leases Schedule 3.13(a) Tangible Personal Property Schedule 3.13(b) Tangible Personal Property (Leased) Schedule 3.13(c) Tangible Personal Property (Gaming) Schedule 3.14 Intellectual Property Schedule 3.16(a) Insurance Schedule 3.19(a)(1) Plans Schedule 3.19(a)(2) Benefit Plan Schedule 3.20(a) Environmental Permits Schedule 3.20(d) Materials of Environmental Concern Schedule 3.20(h) Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) Liens Schedule 5.1(f) Debts or Claims Schedule 5.17 Terminated Employees Schedule 5.18 Legal Description of Potential Land Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Plans and Specifications UNIT PURCHASE AGREEMENT (this "Agreement") dated as of June 27, 1999, among BOYD XXXING CORPORATION, a Nevada corporation ("BGC"), BOYD XXXIANA, INC., an Indiana corporation, ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana corporation (the "Company"), BLUE CHIP CASINO, LLC, an Indiana limited liability company ("LLC"), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized terms used herein are defined in Article XIV.
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INDEX OF SCHEDULES. Schedule 1.8(a) Working 1.1 Capital Leases Schedule 2.1(e) Assumed Contracts 2.4 Excluded Assets Schedule 2.7 Certain Contracts 3.3 Subsidiaries and Stock Investments Schedule 3.6 Company Financial Information Government Authorization Schedule 3.7(a) Capital Expenditures Program Schedule 3.7(b) Other Material Indebtedness, Obligations or Other Liabilities Schedule 3.8 Powers of Attorney Schedule 3.9 Seller Brokers Schedule 3.10(a) Owned Property Government Investigations Schedule 3.10(b) Leased Property Notices of Non-Compliance Schedule 3.10(c) Business Not Conducted in Compliance with the Law Schedule 3.11(a) Leases Insurance Policies Schedule 3.11(b) Worker’s Compensation Claims Schedule 3.12(a) Litigation Schedule 3.12(b) Material Orders, Judgments, Injunctions and Decrees Schedule 3.13(a) Tangible Personal Property Schedule 3.13(b) Tangible Personal Property (Leased) Schedule 3.13(c) Tangible Personal Property (Gaming) Schedule 3.14 Intellectual Property Schedule 3.16(a) Insurance Schedule 3.19(a)(1) Plans Schedule 3.19(a)(2) Benefit Plan Schedule 3.20(a) Environmental Permits Schedule 3.20(d) Materials of Environmental Concern Schedule 3.20(h) Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Missing Approvals for the Operation of the Business Schedule 5.1(d3.13(b) Liens Compliance with Government Approvals Schedule 5.1(f3.13(c) Debts Suspension or Cancellation of Approvals Schedule 3.13(d) Material Approvals Required Schedule 3.14(a) Labor Matters Schedule 3.14(d) NLRA Actions Schedule 3.15(a) Employee Benefit Plans Schedule 3.15(e) Severance or Accelerated Compensation Schedule 3.15(i)(1) Full Time Employees Schedule 3.15(i)(2) Employees with Employment Agreements Schedule 3.16(a)(1) Owned Real Property Schedule 3.16(a)(2) Real Property Leases Schedule 3.16(a)(3) Real Property Leases Not in Effect Schedule 3.16(a)(4) Real Property Leases Breached or in Default Schedule 3.16(c) Real Property Options or Rights of First Refusal Schedule 3.16(d) Notices of Condemnation Schedule 3.16(f)(i) Third Party Leases Schedule 3.16(f)(ii) Third Party Real Property Leases not in Full Force and Effect Schedule 3.16(g) Notice of Violations Related to Real Property Schedule 3.17(c) Tax Audits Schedule 3.17(d) 481(a) Adjustments Schedule 3.18 Contracts and Commitments Schedule 3.18(k) Contracts in Excess of $100,000 Schedule 3.19(a) Environmental Laws Schedule 3.19(b) Environmental Claims Schedule 5.17 Terminated Employees 3.20(a) Patents, Trademarks, Copyrights and Software Schedule 5.18 Legal Description of Potential Land 3.20(b) Intellectual Property Violations Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b3.21(a) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Related Party Assets Schedule 14.3 Untitled 3.21(b) Related Party Contracts Schedule 3.23 Water Rights Schedule 4.7 Buyer Brokers Schedule 9.5 Extraordinary Actions Schedule 9.6(g) Licenses Schedule 9.7 Use of Names Schedule 9.14 New Reservoir Property Schedule 14.4 Plans and Specifications UNIT EXHIBIT 2.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "“Agreement") ”), dated as of June 27November __, 1999, among BOYD XXXING CORPORATION, a Nevada corporation 2015 ("BGC"the “Effective Date”), BOYD XXXIANAby and among XXXX XXXXXXX, XXXXXXX X. XXXXXXX, XXXXX XXXXXXX, XXXX XXXXXXX, and XXXXX XXXXXXX-XXXXXXXXXX (each a “Seller” and together “Sellers”), and PEAK RESORTS, INC., an Indiana corporation, a Missouri corporation ("Boyd Xxxiana"“Buyer”), BLUE CHIP CASINO, INC., an Indiana corporation for the sale and purchase of all of the outstanding capital stock (the "Company")“Stock”) of each of Hunter Mountain Ski Bowl, BLUE CHIP CASINOInc., LLCHunter Mountain Festivals, an Indiana limited liability company ("LLC")Ltd., Hunter Mountain Rentals, Inc., Hunter Resort Vacations, Inc., Hunter Mountain Base Lodge, Inc., and Frosty Land, Inc. (each of a “Company” and collectively the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"“Companies”). Collectively, BGC, Boyd Xxxiana, the Company, LLC Sellers and the Individual Covenantors are Buyer may hereinafter be referred to as a “Party” or the "parties“Parties”)." Capitalized terms used herein are defined in Article XIV.
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INDEX OF SCHEDULES. Schedule 1.8(a) Working Capital A: Contributed Properties and Contributed Property Values and DB Properties and DB Property Values Schedule 2.1(e) Assumed Contracts B: Contribution Structure Chart Schedule 2.7 Certain Contracts C: Name Use Rights of Contributed Properties Schedule 3.6 Company Financial Information D: Title Objections Schedule 3.10(a) Owned Property 3.1(c): Title Insurance Commitments Schedule 3.10(b) Leased Property 4.4: Consents and Approvals Required for Contribution Transactions Schedule 3.11(a) Leases 5.2: Ownership of Contributed Entities Schedule 3.13(a) Tangible Personal Property 5.3 EL Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 3.13(b) Tangible Personal Property (Leased) 5.4: Subsidiaries of Contributed Entities Schedule 3.13(c) Tangible Personal Property (Gaming) Schedule 3.14 Intellectual Property Schedule 3.16(a) Insurance Schedule 3.19(a)(1) Plans Schedule 3.19(a)(2) Benefit Plan Schedule 3.20(a) Environmental Permits Schedule 3.20(d) Materials of Environmental Concern Schedule 3.20(h) Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) Liens Schedule 5.1(f) Debts or Claims Schedule 5.17 Terminated Employees Schedule 5.18 Legal Description of Potential Land Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed 5.5: Undisclosed Liabilities Schedule 14.2 Excluded Assets 5.8(c)(i): Rent Rolls for Contributed Properties Schedule 14.3 Untitled 5.8(c)(ii): Lease Defaults for Contributed Properties Schedule 5.8(d): Rights and Options for Contributed Properties Schedule 5.8(e): Certain Impairments to Contributed Properties Schedule 5.8(f): Certain Tax Matters for Contributed Properties Schedule 5.9: Leased FF&E for Contributed Properties Schedule 5.10: Non-Terminable Contracts for Contributed Properties Schedule 5.11: Litigation for Contributed Properties Schedule 5.14: Construction Contracts for Contributed Properties Schedule 5.15: Loan Documents for Contributed Properties Schedule 5.20: Condition of Properties Schedule 6.5: Ownership of ATA Holdings Schedule 6.29 ATA Consents and Approvals re: Org Docs, Loan Docs, Contracts, Permits and Laws Schedule 7.3(b)(vi): Required Capital Improvements for Contributed Properties Schedule 7.4(c)(iii) Properties Subject to a Refinancing Schedule 9.2(l): REIT Ownership Limit Waiver Recipients Schedule 12.12(b)(ii) Knowledge Parties Index of Exhibits Exhibit A-1: Form of Property Schedule 14.4 Plans and Specifications UNIT PURCHASE AGREEMENT Contribution Agreement Exhibit A-2: Form of Interest Contribution Agreement Exhibit B: Executed Form of DB Contribution Agreement Exhibit C: Executed Form of Cash Investment Agreement Exhibit D: Form of Loan Indemnification Agreement Exhibit E: Form of Audit Inquiry Letter Exhibit F: Form of Registration Rights Agreement Exhibit G: Form of Tax Protection Agreement Exhibit H: Form of Third Amendment to Partnership Agreement Exhibit I-1: Form of Fourth Articles of Amendment to ATA Charter Exhibit I-2: Form of Certificate of Amendment to ATA Holdings Certificate of Limited Partnership Exhibit J: Form of Corporate Governance Agreement Exhibit K: Form of Employment Agreement (this "Agreement"Xxxxxxx) dated as Exhibit L-1: Form of June 27, 1999, among BOYD XXXING CORPORATION, a Nevada corporation Employment Agreement ("BGC"), BOYD XXXIANA, INC., an Indiana corporation, Remppies) Exhibit L-2 Form of Employment Agreement ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana corporation Xxxxx) Exhibit M: Form of Employment Agreement (the "Company"), BLUE CHIP CASINO, LLC, an Indiana limited liability company ("LLC"), and each Lubeck) Exhibit N: Form of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred Advisor Termination Agreement Exhibit O: Form of Support Services Agreement Exhibit P: Form of REIT Ownership Limit Waiver Exhibit Q: Form of Opinion of Tax Counsel to as the "parties." Capitalized terms used herein are defined in Article XIV.ATA Parties Exhibit R: Form of Escrow Agreement Exhibit S Form of Amendment to ATA Bylaws MASTER CONTRIBUTION AND RECAPITALIZATION
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Samples: Master Contribution and Recapitalization Agreement (Landmark Apartment Trust of America, Inc.)
INDEX OF SCHEDULES. Schedule 1.8(a1.1(k) Working Capital Knowledge Parties Schedule 2.1(e1.1(m) Assumed List of Title Reports for the Owned Property and the Leased Property Schedule 1.1(c) Satellite Construction Contract Schedule 1.1(r) Description of the Transferred Real Property Schedule 2.4 Scheduled Anomaly Schedule 3.4 Conflicts or Violation by Seller Schedule 3.5 Governmental Consents and Approval Required of Seller Schedule 4.1 Jurisdictions where Business is Conducted Schedule 4.3 Subsidiaries Schedule 4.4 Conflicts or Violations by the Company Schedule 4.5 Governmental Consents and Approvals Required by Seller Schedule 4.7(a) Audited Financial Statements of the Company Schedule 4.7(b) Unaudited Financial Statements of the Company Schedule 4.8 Undisclosed Liabilities Schedule 4.9 Actions or Proceedings Against the Company or its Subsidiaries Schedule 4.10(a) Exceptions to Compliance with Legal Requirements by the Company and its Subsidiaries Schedule 4.10(b) Material Permits Schedule 4.11 Material Contracts Schedule 2.7 4.12(a) Government Contracts? Schedule 4.12(b) Government Bids Schedule 4.13 Government Furnished Property, Equipment or Material Schedule 4.14 Security Clearances Schedule 4.15 Export Controls Schedule 4.16 International Trade Laws and Regulations Schedule 4.18 Organizational Conflicts of Interest Schedule 4.20 Regulatory Filings Schedule 4.21(a) Real Property Schedule 4.21(b) Certain Contracts Schedule 3.6 Company Financial Information Schedule 3.10(a) Impediments to Title to Owned Property Schedule 3.10(b) Leased Property Schedule 3.11(a4.21(c) Leases Schedule 3.13(a4.22 Certain Impediments to Title to Material Assets Schedule 4.23(a) Tangible Personal Property Schedule 3.13(b) Tangible Personal Property (Leased) Schedule 3.13(c) Tangible Personal Property (Gaming) Schedule 3.14 Intellectual Property Schedule 3.16(a4.23(c) Contracts Granting Right to Use Intellectual Property Schedule 4.23(d) IP Infringement Schedule 4.23(g) Open Source Software Schedule 4.24(a) Employee Benefit Plans Schedule 4.24(d) Non-employees Covered by Benefit Plans Schedule 4.24(f) Contingent Liabilities – Multi-employer Plans Schedule 4.24(h) Severance Benefit Entitlements Schedule 4.25 Labor Relations and Employment Schedule 4.26 Taxes Schedule 4.27 Environmental Matters Schedule 4.28 Insurance Schedule 3.19(a)(14.29 Interim Operations Schedule 4.32(a) Plans Anomolies or Defects Schedule 3.19(a)(24.32(b) Benefit Plan Unexpired Warranties or Guarantees of the Company Schedule 3.20(a4.32(c) Environmental Permits Defects in Design Schedule 3.20(d5.3 Conflicts or Violations by Purchaser Parties Schedule 5.4 Governmental Consents and Approvals Required by the Purchaser Parties Schedule 5.5 Actions or Proceedings Against Purchaser Parties Schedule 5.6 Exceptions to Compliance with Legal Requirements by the Purchaser Parties Schedule 5.7(a) Materials Audited Financial Statements of Environmental Concern the Company Schedule 3.20(h5.7(b) Unaudited Financial Statements of the Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation 6.1 Conduct of the Business prior to Closing Schedule 5.1(d6.2(a) Liens Pre-Closing Access and Investigations Schedule 5.1(f6.3 Excluded Actions Schedule 6.5(a) Debts or Claims Intercompany Matters Schedule 5.17 Terminated Employees 6.10 Letters of Credit Schedule 5.18 7.6(a) List of Joint Advisers Schedule 7.6(b) List of Joint Legal Description of Potential Land Advisers Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation 8.4 Third Party Consents Schedule 10.2 Existing Engagements Definition of Covered Litigation Schedule 10.2(b10.8 Certain Settlement Actions Schedule 12.2(a) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Benefit Plans and Specifications UNIT Post-Closing Obligation PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "“Agreement") ”), dated as of June 2726, 19992012, is entered into by and among BOYD XXXING CORPORATION, a Nevada corporation ("BGC"), BOYD XXXIANASPACE SYSTEMS/LORAL, INC., an Indiana corporation, a Delaware corporation ("Boyd Xxxiana"the “Company”), BLUE CHIP CASINOLORAL SPACE & COMMUNICATIONS INC., a Delaware corporation (the “Seller”), MACDONALD, DETTWILER XXX XXXXXIAXXX XXX., a Canadian corporation (“MDA”), and MDA COMMUNICATIONS HOLDINGS, INC., an Indiana a Delaware corporation and a wholly-owned subsidiary of MDA (the "Company"“Purchaser” and together with MDA “Purchaser Parties”), BLUE CHIP CASINO, LLC, an Indiana limited liability company ("LLC"), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized terms used herein are defined in Article XIV.
Appears in 1 contract
Samples: Purchase Agreement (Loral Space & Communications Inc.)
INDEX OF SCHEDULES. Schedule 1.8(a1.1(a) Working Capital - Personal Property to be Purchased Schedule 2.1(e1.1(c) Assumed Contracts - Accounts Receivable to be Purchased Schedule 2.7 Certain Contracts 1.1(f) - Proprietary Rights Schedule 3.6 Company 1.1(k) - Telephone Numbers Schedule 1.2(c) - Excluded Inventory Schedule 1.2(d) - Locations of Sellers' Facilities Schedule 3.1(b) - March 31 Net Assets Statement Schedule 3.4 - Allocation of Purchase Price Schedule 4.1 - Foreign Jurisdictions in which Sellers are Qualified to Transact Business Schedule 4.3 - No Violations Schedule 4.4 - Location of Purchased Assets Schedule 4.6 - Financial Information Schedule 3.10(a4.7 - Accounts Receivable Schedule 4.8 - Location of Inventory Schedule 4.10 - Governmental Licenses, Permits and Authorizations Schedule 4.11 - Undisclosed Liabilities Schedule 4.12 - Required Filings with Governmental Authorities Schedule 4.13 - Litigation Schedule 4.14 - Tax Assessment Statute of Limitations Waivers Schedule 4.15 - Contracts to be Purchased (with disclosure of assignment restrictions) Owned Property Schedule 3.10(b4.17 - Environmental Matters Schedule 4.18 - No Material Adverse Change Schedule 4.19 - Existing Liens Schedule 4.20 - Employee and Independent Contractor Information Schedule 4.21 - Employee Benefit Plans/Labor Matters Schedule 4.21(g) Leased Property - Aerospace Severance Plan Schedule 3.11(a) 4.22 - Insurance Policies Schedule 4.23 - Conduct of Business in Ordinary Course Schedule 4.24 - Leases Schedule 3.13(a) Tangible Personal Property 4.25 - Proprietary Rights Schedule 3.13(b) Tangible Personal Property (Leased) 4.29 - Warranties Schedule 3.13(c) Tangible Personal Property (Gaming) 4.30 - Affiliate Transactions Schedule 3.14 Intellectual Property 4.31 - Significant Customers and Suppliers Schedule 3.16(a) 5.4 - Licenses, Approvals, Authorizations and Consents Schedule 5.5 - Commitment Letter Schedule 6.9 - Division Employees Schedule 6.16 - Insurance Schedule 3.19(a)(1) Plans Schedule 3.19(a)(2) Benefit Plan Schedule 3.20(a) Environmental Permits Schedule 3.20(d) Materials of Environmental Concern Schedule 3.20(h) Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) 7.13 - Permitted Liens Schedule 5.1(f) Debts or Claims Schedule 5.17 Terminated Employees Schedule 5.18 Legal Description of Potential Land Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Plans and Specifications UNIT PURCHASE AGREEMENT (this "Agreement") dated as of June 27, 1999, among BOYD XXXING CORPORATION, a Nevada corporation ("BGC"), BOYD XXXIANA, INC., an Indiana corporation, ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana corporation (the "Company"), BLUE CHIP CASINO, LLC, an Indiana limited liability company ("LLC"), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized terms used herein are defined in Article XIV.7.1.5 - Required Consents
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INDEX OF SCHEDULES. Schedule 1.8(a1.01(a) Working Capital Allocation of Loans and Commitments Schedule 2.1(e1.01(c) Assumed Contracts Reducing Revolving Credit Note Schedule 2.7 Certain Contracts 1.02 Letter of Credit Request Schedule 3.6 Company 1.04(a) Loan Request Schedule 1.04(d) Interest Rate Option Notice Schedule 1.06 Commitment Reduction Notice Schedule 2.01(a) Exceptions to Security Schedule 2.01(b) Form of Seller Subordination Agreement Schedule 2.02 Sources and Uses of Proceeds Schedule 3.01 Omnibus Officer's Certificate(s) and Compliance Certificate/Closing Schedule 3.02(d) Officer's Certificate/Acquisition Loans Schedule 3.02(g)(i) Form of General Counsel Opinion/Acquisition Loans Schedule 3.02(g)(ii) Forms of FCC Counsel Opinion/Acquisition Loans Schedule 3.02(g)(iii) Form of Local Counsel Opinion/Acquisition Loans Schedule 4.01(a) Financial Information Statements Schedule 3.10(a4.01(b) Owned Property Opening Balance Sheet Schedule 3.10(b) Leased Property 4.02 Organization, Qualification, Etc. Schedule 3.11(a) Leases 4.04 Governmental and Other Consents Schedule 3.13(a) Tangible Personal Property 4.05 Litigation Schedule 3.13(b) Tangible Personal Property (Leased) 4.07 CATV Franchises Schedule 3.13(c) Tangible Personal Property (Gaming) 4.08 FCC Licenses Schedule 3.14 Intellectual Property 4.10 Rate Regulation Schedule 3.16(a) Insurance 4.12 DBS Agreements and Service Areas Schedule 3.19(a)(1) 4.13 Head-End and Tower Site Leases, Etc. Schedule 4.14 Interests in Other Businesses Schedule 4.19 Pension Plans Schedule 3.19(a)(2) Benefit Plan 4.20 Material Agreements Schedule 3.20(a) 4.21 Projections Schedule 4.23 Capitalization Schedule 4.24 Environmental Permits Compliance Schedule 3.20(d) Materials of Environmental Concern 6.05 Compliance Certificate Schedule 3.20(h) Company Environmental Reports 7.01 Indebtedness Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) 7.02 Liens Schedule 5.1(f11.01(a) Debts or Claims Officer's Certificate/Permitted Acquisitions Schedule 5.17 Terminated Employees 11.01(b) Form of General Counsel Opinion/Permitted Acquisitions Schedule 5.18 Legal Description 11.01(c) Form of Potential Land FCC Counsel Opinion/Permitted Acquisitions Schedule 7.1 Known Environmental Conditions 11.01(d) Form of Local Counsel Opinion/Permitted Acquisitions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Plans 13 Form of Assignment and Specifications UNIT PURCHASE Acceptance CREDIT AGREEMENT (this "Agreement") AGREEMENT dated as of June 27December 9, 19991997, by and among BOYD XXXING CORPORATIONthe financial institutions which are now, or in accordance with Article XIII hereafter become, parties hereto (collectively, the "Lenders" and each individually, a Nevada corporation ("BGCLender"); BANKERS TRUST COMPANY, BOYD XXXIANAas agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Agent"); and PEGASUS MEDIA & COMMUNICATIONS, INC., an Indiana corporation, ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana a Delaware corporation (the "CompanyBorrower")) and a wholly owned subsidiary of Pegasus Communications Corporation, BLUE CHIP CASINO, LLC, an Indiana limited liability company a Delaware corporation ("LLC"), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual CovenantorsParent"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized Certain capitalized terms used herein without definition are defined in Article XIVXI of this Agreement.
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INDEX OF SCHEDULES. Schedule 1.8(a1.01(a) Working Capital Allocation of Commitments Schedule 2.1(e1.01(b) Assumed Contracts Form of Reducing Revolving Credit Note Schedule 2.7 Certain Contracts 1.04(a) Loan Request Schedule 3.6 Company Financial Information 1.04(d) Form of Interest Rate Option Notice Schedule 3.10(a1.06 Form of Commitment Reduction Notice Schedule 2.01 Exceptions to Security Schedule 2.02 Sources and Uses of Proceeds Schedule 3.01(a) Owned Property Form of Omnibus Officer's and Compliance Certificate Schedule 3.10(b3.01(b) Leased Property Material Adverse Changes Schedule 3.11(a) Leases 4.01 Opening Balance Sheet Schedule 3.13(a) Tangible Personal Property 4.02 Organization, Etc. Schedule 3.13(b) Tangible Personal Property (Leased) 4.04 Governmental and Other Consents Schedule 3.13(c) Tangible Personal Property (Gaming) 4.05 Litigation Schedule 3.14 Intellectual Property 4.07 FCC Licenses Schedule 3.16(a) Insurance 4.08 Proprietary Rights Schedule 3.19(a)(1) 4.09 Real Properties Schedule 4.10 Interests in Other Businesses Schedule 4.15 Pension Plans Schedule 3.19(a)(2) Benefit Plan 4.16 Material Agreements Schedule 3.20(a) Environmental Permits 4.17 Projections Schedule 3.20(d) Materials of Environmental Concern 4.19 Capitalization Schedule 3.20(h) Company Environmental Reports 6.05 Compliance Report Schedule 3.22 Suppliers 7.01 Permitted Indebtedness Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) 7.02 Permitted Liens Schedule 5.1(f13(b)(iii) Debts or Claims Form of Assignment and Acceptance Schedule 5.17 Terminated Employees Schedule 5.18 Legal Description 13(b)(iv) Form of Potential Land Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Plans Notice of Assignment and Specifications UNIT PURCHASE Acceptance CREDIT AGREEMENT (this "Agreement") AGREEMENT dated as of June 27September 18, 19991997, by and among BOYD XXXING CORPORATIONthe financial institutions which are now, or in accordance with ARTICLE XIII hereafter become, parties hereto (collectively, the "LENDERS" and each individually, a Nevada corporation ("BGCLENDER"); BANQUE PARIBAS, BOYD XXXIANAas administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "ADMINISTRATIVE AGENT"); FLEET NATIONAL BANK, as documentation agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "DOCUMENTATION AGENT"); and TELETRAC, INC., an Indiana corporation, ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana a Delaware corporation (the "CompanyBORROWER"), BLUE CHIP CASINOthe sole subsidiary of Teletrac Holdings, LLCInc., an Indiana limited liability company a Delaware corporation ("LLC"), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual CovenantorsPARENT"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized Certain capitalized terms used herein without definition are defined in Article XIVARTICLE XI of this Agreement.
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Samples: Credit Agreement (Teletrac Inc /De)
INDEX OF SCHEDULES. Schedule 1.8(a) Working Capital Schedule 2.1(e) Assumed Contracts Schedule 2.7 Certain Contracts Schedule 3.6 Company Financial Information Schedule 3.10(a) Owned Property Schedule 3.10(b) Leased Property Schedule 3.11(a) Leases Schedule 3.13(a2.1(a) Tangible Personal Property Schedule 3.13(b2.1(c) Tangible Equipment and Other Personal Property (LeasedLeases Schedule 2.1(e) Schedule 3.13(c) Tangible Personal Property (Gaming) Schedule 3.14 Intellectual Property Schedule 3.16(a2.1(f) Permits Schedule 2.2(g) Notes Receivable from Affiliates Schedule 2.2(i) Retained Inventory Schedule 2.3(a)(ii) Assumed Accrued Expenses Schedule 2.3(a)(iii) Assumed Contracts Schedule 2.3(b)(i) Excluded Accrued Expenses Schedule 3.2(c) Working Capital Determination Schedule 3.4 Allocation of Purchase Price Schedule 5.2 Authority; Consents Schedule 5.4 Real Property Schedule 5.5 Environmental Matters Schedule 5.6(a) Title to Purchased Assets Schedule 5.6(b) Die Ownership Schedule 5.7 Taxes Schedule 5.8 Litigation Schedule 5.9 Financial Statement Exceptions Schedule 5.10(a) Accounts Payable and Accrued Expenses Schedule 5.10(b) Indebtedness Schedule 5.11 Transactions with Affiliates Schedule 5.13 Absence of Undisclosed Liabilities Schedule 5.14 Customers Schedule 5.15 Suppliers Schedule 5.16 Business Relations Schedule 5.17 Material Contracts Schedule 5.18 Purchase Orders Schedule 5.19 Receivables Schedule 5.20 Inventory Schedule 5.21 Products and Warranties Schedule 5.22 Employment Matters Schedule 5.23(a) Non-Union Employees Schedule 5.23(b) Union Employees Schedule 5.24 Employee Benefit Plans and Other Plans Schedule 5.25 Licenses and Permits Schedule 5.26 Governmental Reports Schedule 5.28 Intellectual Property Schedule 5.29 Powers of Attorney Schedule 5.30 Insurance Schedule 3.19(a)(1) Plans 5.31 Brokerage & Finder’s Fees Schedule 3.19(a)(2) Benefit Plan Schedule 3.20(a) Environmental Permits Schedule 3.20(d) Materials of Environmental Concern Schedule 3.20(h) Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) Liens Schedule 5.1(f) Debts or Claims Schedule 5.17 Terminated Employees Schedule 5.18 Legal Description of Potential Land Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Plans and Specifications UNIT 5.33 No Changes ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "“Agreement"”) dated is entered into as of June 27December 10, 19992010, among BOYD XXXING CORPORATION, a Nevada corporation ("BGC"), BOYD XXXIANAbetween T & W FORGE, INC., an Indiana corporation, ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana Ohio corporation (the "Company"), BLUE CHIP CASINO“Seller”) and TWF ACQUISITION, LLC, an Indiana Ohio limited liability company ("LLC"“Purchaser”), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized terms used herein are defined in Article XIV.
Appears in 1 contract
INDEX OF SCHEDULES. Schedule 1.8(a) Working Capital Schedule 2.1(e) Assumed Contracts Schedule 2.7 Certain Contracts Schedule 3.6 Company Financial Information Schedule 3.10(a) Owned Property Schedule 3.10(b) Leased Property Schedule 3.11(a) Leases Schedule 3.13(a2.1(a) Tangible Personal Property Schedule 3.13(b2.1(c) Tangible Equipment and Other Personal Property (LeasedLeases Schedule 2.1(e) Schedule 3.13(c) Tangible Personal Property (Gaming) Schedule 3.14 Intellectual Property Schedule 3.16(a2.1(f) Permits Schedule 2.2(h) Personal Assets Schedule 2.3(a)(i) Assumed Trade Payables Schedule 2.3(a)(ii) Assumed Accrued Expenses Schedule 2.3(a)(iii) Assumed Contracts Schedule 2.3(b)(i) Excluded Accrued Expenses Schedule 3.2(c) Working Capital Determination Schedule 3.4 Allocation of Purchase Price Schedule 5.2 Authority; Consents Schedule 5.4 Real Property Schedule 5.5 Environmental Matters Schedule 5.6(a) Title to Purchased Assets Schedule 5.6(b) Die Ownership Schedule 5.7 Taxes Schedule 5.8 Litigation Schedule 5.9 Financial Statement Exceptions Schedule 5.10(a) Accounts Payable and Accrued Expenses Schedule 5.10(b) Indebtedness Schedule 5.11 Transactions with Affiliates Schedule 5.13 Absence of Undisclosed Liabilities Schedule 5.14 Customers Schedule 5.15 Suppliers Schedule 5.16 Business Relations Schedule 5.17 Material Contracts Schedule 5.18 Purchase Orders Schedule 5.19 Receivables Schedule 5.20 Inventory Schedule 5.21 Products and Warranties Schedule 5.22 Employment Matters Schedule 5.23 Employees Schedule 5.24 Employee Benefit Plans and Other Plans Schedule 5.25 Licenses and Permits Schedule 5.26 Governmental Reports Schedule 5.27 Compliance With Laws Schedule 5.28 Intellectual Property Schedule 5.29 Powers of Attorney Schedule 5.30 Insurance Schedule 3.19(a)(15.31 Brokerage & Finder’s Fees Schedule 5.33 No Changes Schedule 9.1(a) Plans Specific Indemnity Matters Schedule 3.19(a)(210.6(b) Benefit Plan Schedule 3.20(a) Environmental Permits Schedule 3.20(d) Materials of Environmental Concern Schedule 3.20(h) Company Environmental Reports Schedule 3.22 Suppliers Schedule 3.23(f) Contracts Schedule 3.25 Bank Accounts Schedule 3.29(d) Hotel Expenditures Schedule 5.1 Operation of the Business Schedule 5.1(d) Liens Schedule 5.1(f) Debts or Claims Schedule 5.17 Terminated Inactive Employees Schedule 5.18 Legal Description of Potential Land Schedule 7.1 Known Environmental Conditions Schedule 10.1 Purchase Price Allocation Schedule 10.2 Existing Engagements Schedule 10.2(b10.6(d) Excluded Employees Schedule 10.3(g) Hotel Construction Budget Schedule 10.5 Bonds Schedule 13.2 Expenses Schedule 14.1 Assumed Liabilities Schedule 14.2 Excluded Assets Schedule 14.3 Untitled Property Schedule 14.4 Plans and Specifications UNIT COBRA Eligible Persons ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "“Agreement"”) dated is entered into as of June 27October 28, 19992011, among BOYD XXXING CORPORATIONbetween GEL INDUSTRIES, INC. DBA QUALITY ALUMINUM FORGE, a Nevada California corporation ("BGC"), BOYD XXXIANA, INC., an Indiana corporation, ("Boyd Xxxiana"), BLUE CHIP CASINO, INC., an Indiana corporation (the "Company"), BLUE CHIP CASINO“Seller”) and FORGE ACQUISITION, LLC, an Indiana Ohio limited liability company ("LLC"“Purchaser”), and each of the INDIVIDUALS SET FORTH UNDER THE CAPTION "INDIVIDUAL COVENANTORS" ON THE SIGNATURE PAGES HERETO (each, an "Individual Covenantor" and collectively, the "Individual Covenantors"). Collectively, BGC, Boyd Xxxiana, the Company, LLC and the Individual Covenantors are referred to as the "parties." Capitalized terms used herein are defined in Article XIV.
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