INDEX OF TERMS. Defined Term Section Defined Term Section
INDEX OF TERMS. TERM SECTION ---- ------- (a) NCRR-inclusive Preamble (b) NSR-inclusive Preamble (c) CSXT 2 (d) Old Leases 6 (e) Release Payment 6 (f) Rental Payments 6 (g) Interim Payments 6 (h) Cap 4 (i) Line of Road 24 (j) High Speed Passenger Trains 13 (k) Amtrak/NSR Direct Service Agreement 2 (l) Effective Date 27 (m) Period of Continued Occupancy 4 (n) Right of Way 15 (o) Return Date 18 (p) Designated Returned Property 18 (q) Designated NSR Facility Property 18 (r) Environmental Occurrence 24 (s) Contaminating Substance 24 (t) Leased Properties 24 (u) Trackage Rights Agreement 2 GENERAL PRINCIPLES OF INTERPRETATION The following general principles will apply throughout this Agreement unless specifically stated to the contrary:
(a) Safety considerations will be paramount;
(b) For any operating scenario, NCRR and NSR intend to jointly work to make changes in a manner that will: (1) minimize capital and operating costs, and (2) minimize disruption to existing service so as to maximize the value of both freight and passenger services;
(c) Cross subsidization of costs will not occur between passenger and freight operations or between NSR freight and third-party freight operations, including but not limited to operating and maintenance expenses and capital expenditures;
(d) All costs, including but not limited to operating and maintenance expenses and capital expenditures, will be borne by the party hereto who requests the expenditure or the addition to capacity; and
INDEX OF TERMS. Terms defined in this Agreement are organized alphabetically as follows, together with the Section and, where applicable, paragraph, number in which definition of each such term is located: “A&R Letter Agreement” Recitals “A&R Registration Rights Agreement” Recitals “Additional Xxxxxxx SEC Reports” Section 3.7(a) “Additional Parent SEC Reports” Section 4.7(a) “Affiliate” Schedule A Section 2 “Aggregate Stock Consideration” Schedule A Section 2 “Agreement” Preamble “Antitrust Filings” Section 6.2 “Antitrust Laws” Schedule A Section 2 “Approvals” Section 3.6(b) “Financial Statements” Section 3.7(b) “Balance Sheet Date” Section 3.7(b) “Business Day” Schedule A Section 2 “Cash and Cash Equivalents” Schedule A Section 2 “CCMP Parties” Schedule A Section 2 “Certificate” Section 2.6(a) “Certificate of Merger” Section 1.5(c) “Change in Recommendation” Section 6.1(b) “Closing” Section 1.1 “Closing Available Proceeds” Schedule A Section 2 “Closing Date” Section 1.1 “Closing Form 8-K” Section 6.3(c) “Closing Press Release” Section 6.3(c) “Code” Schedule A Section 2 “Communications Plan” Section 6.4(b) “Company” Preamble “Company Award” Schedule A Section 2 “Company Benefit Plan” Section 3.11(a) “Company Board” Recitals “Company Business Combination” Section 6.11(a) “Company Capital Stock” Schedule A Section 2 “Company Common Stock” Schedule A Section 2 “Company Disclosure Letter” Article III
INDEX OF TERMS. Term Location of Definition ---- ---------------------- Acquisition Transaction Section 4.2.2 Agreement Preamble CBS Agreement Section 1.9 Closing Section 1.6 Closing Date Section 1.6 Code Section 1.3.3 Condition Completion Date Section 1.6 Confidentiality Agreement Section 4.1.6 Conversion Ratio Section 1.3.1 DGCL Section 1.2 ERISA Section 3.1.12.2
INDEX OF TERMS. Term Location of Definition ---- ---------------------- Medscape Preamble Medscape Bylaws Section
INDEX OF TERMS. Term Location of Definition
INDEX OF TERMS. 33 EXHIBIT "A" TO THE MASTER BUILD TO SUIT LEASE AGREEMENT............................................................ 1
INDEX OF TERMS. A Sites...............................................................7, 9, 12 Adjusted Fee............................................................ 17
INDEX OF TERMS. Term Location of Definition ---- ---------------------- 2001 Financial Statements...........................
INDEX OF TERMS. 38 Exhibits Exhibit A - Form of Legal Opinion of Xxxxx & Xxxxxxx Exhibit B - Form of Lease Agreement Exhibit C - Form of Escrow Agreement Exhibit D - Form of Employment Agreement Exhibit E - Form of Consulting Agreement Exhibit F - Form of Non-Competition Agreement Exhibit G - Form of Legal Opinion of Xxxxx & Lardner Schedules Schedule 2.03(d) Estimated Closing Balance Sheet Schedule 3.01 Qualifications Schedule 3.02 No Violation Schedule 3.03 Financial Statements Schedule 3.05 Capitalization Schedule 3.06 Tax Matters Schedule 3.07 Accounts Receivable Schedule 3.08 Inventory Schedule 3.09 Absence of Certain Changes Schedule 3.10 Absence of Undisclosed Liabilities Schedule 3.11 Litigation Schedule 3.12 Compliance with Laws and Orders Schedule 3.13 Title to and Condition of Personal and Real Properties Schedule 3.16 Bank Accounts Schedule 3.17 Insurance Schedule 3.18 Contracts and Commitments Schedule 3.19 Labor Matters Schedule 3.20 Employee Benefit Plans Schedule 3.21 Employment Compensation Schedule 3.22 Proprietary Rights Schedule 3.23 Major Customers and Suppliers Schedule 3.24 Product Warranty and Product Liability Schedule 3.25 Affiliates' Relationships to Company Schedule 3.26 Xxxxxx Spinoff Schedule 5.04 Year 2000 Compliance Schedule 5.06 Payment of Line of Credit Schedule 8.06 Certain Tax Matters Schedule 9.01(j) Assets to be Transferred from Zanetis Enterprises Schedule 9.01(k) Third Party Obligations To Be Released at Closing STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (this "Agreement") dated July 30, 1999, by and among WEC COMPANY d/b/a Xxxxx Equipment Company, a Delaware corporation ("Buyer"), C. Xxxxxxxxxxx Xxxxxxx, Xxx X. Xxxxxxx, Xxxx X. Xxxxxxx, Xxxx X. Xxxxxx, Xxxxxxx X. Xxxxxxxx and Xxxxxx X. Xxxxxxxx (each individually, a "Shareholder," and, together, "Shareholders"), and Zanetis Enterprises, LLC, an Illinois limited liability corporation (the "LLC").
