List of Plans Set forth in Schedule 3.19(a) is an accurate and complete list of all (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), profit-sharing, pension or retirement, deferred compensation, medical, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 3.19, any predecessors to the Company or any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, or (2) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since November 1, 1992 ("Employee Benefit Plans").
LIST OF SCHEDULES Schedule 1.01(a) Assigned Contracts Schedule 1.01(b) Business Employees Schedule 1.01(c) General Account Reserves Computation as of 3/31/02 Schedule l.0l(d) Insurance Contracts Forms Schedule 1.01(e) Purchase Price - Accounting and Actuarial Methods Schedule l.0l(f) Transferred Assets Schedule 1.01 (g) VFL Separate Accounts Schedule 2.03 (b) Closing Date Statement Schedule 3.03 Conflicts - Seller Schedule 3.04 Consents and Approvals - Seller Schedule 3.05 Actions Pending - Seller Schedule 3.06 Liens Schedule 3.09 Exceptions to Permits Schedule 3.10(a) Contracts Relating to the Business Schedule 3.11 Compliance Exceptions Schedule 3.13(a) Intellectual Property Used Primarily in the Business Schedule 3.13(b) Intellectual Property Licensed to VFL Schedule 3.13(c) Intellectual Property Licensed to Third Parties Schedule 3.13(d) Exceptions to Purchaser's Ownership and Right to Use Intellectual Property Schedule 3.14(a) Owned Computer Programs Schedule 3.14(b) Shrink Wrap Computer Programs Schedule 3.14(c) Exceptions to Purchaser's Right to Use Computer Programs Schedule 3.17 Reinsurance Ceded Schedule 3.19 Absence of Certain Changes Schedule 3.21(a) Commission Brokers Schedule 3.21(b) Brokerage Agreements Schedule 3.24 Participation, Distribution and Service Related Agreements Schedule 4.03 Conflicts - Purchaser Schedule 4.04 Consents and Approvals - Purchaser Schedule 4.05 Actions Pending - Purchaser Schedule 4.10 Permits, Licenses and Franchises Schedule 5.07(c) Data File Deliveries Schedule 5.12(a) GAAP Financial Highlights Schedule 8.0l(c) Participation, Distribution and Service Related Agreement Amendments Schedule 8.03(a) Use of Names WO 110546.10 TRANSFER AGREEMENT THIS TRANSFER AGREETMENT, dated as of June 21,2002 (this "Agreement"), has been made and entered into by and among Valley Forge Life Insurance Company, a Pennsylvania life insurance company ("VFL"), and PHL Variable Insurance Company, a Connecticut life insurance company ("Purchaser").
Access to List of Holders (a) If the Trustee is not acting as Certificate Registrar, the Certificate Registrar will furnish or cause to be furnished to the Trustee, within fifteen days after receipt by the Certificate Registrar of a request by the Trustee in writing, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Certificateholders of each Class as of the most recent Record Date.
LIST OF FUNDS This Schedule A, as may be amended from time to time, is incorporated into that certain Agency Agreement dated April 30, 2010 by and between DST Systems, Inc. and Lord Xxxxxx Family of Funds. Capitalized terms used herein but not defined herein in this Schedule A have the meanings given to such terms in the Agreement. The following table is the list of the Funds within the Lord Xxxxxx Family of Funds. Registrants are listed in bold font and each Registrant’s Series, if any, are listed in italics immediately below the Registrant. LORD XXXXXX AFFILIATED FUND, INC. LORD XXXXXX BLEND TRUST Lord Xxxxxx Small-Cap Blend Fund LORD XXXXXX BOND-DEBENTURE FUND, INC. LORD XXXXXX DEVELOPING GROWTH FUND, INC. LORD XXXXXX GLOBAL FUND, INC. Lord Xxxxxx Global Allocation Fund Lord Xxxxxx Developing Local Markets Fund LORD XXXXXX INVESTMENT TRUST Lord Xxxxxx Convertible Fund Lord Xxxxxx Core Fixed Income Fund Lord Xxxxxx Floating Rate Fund Lord Xxxxxx High Yield Fund Lord Xxxxxx Income Fund Lord Xxxxxx Short Duration Income Fund Lord Xxxxxx Total Return Fund Lord Xxxxxx Balanced Strategy Fund Lord Xxxxxx Diversified Income Strategy Fund Lord Xxxxxx Growth & Income Strategy Fund Lord Xxxxxx Diversified Equity Strategy Fund LORD XXXXXX MID-CAP VALUE FUND, INC. 1 As amended on November 19, 2010 to reflect (1) the Reorganization of each of Lord Xxxxxx Connecticut Tax-Free Income Fund, Georgia Series, Lord Xxxxxx Hawaii Tax-Free Income Fund, Lord Xxxxxx Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Xxxxxx National Tax-Free Income Fund; and (2) the Redomestication of each of Lord Xxxxxx High Yield Municipal Bond Fund, Lord Xxxxxx Intermediate Tax-Free Fund, and Lord Xxxxxx Short Duration Tax Free Fund, as a series of Lord Xxxxxx Municipal Income Fund, Inc. LORD XXXXXX MUNICIPAL INCOME FUND, INC. Lord Xxxxxx AMT Free Municipal Bond Fund Lord Xxxxxx California Tax-Free Income Fund Lord Xxxxxx High Yield Municipal Bond Fund Lord Xxxxxx Intermediate Tax-Free Fund Lord Xxxxxx National Tax-Free Income Fund Lord Xxxxxx New Jersey Tax-Free Income Fund Lord Xxxxxx New York Tax-Free Income Fund Lord Xxxxxx Short Duration Tax Free Fund LORD XXXXXX RESEARCH FUND, INC. Lord Xxxxxx Capital Structure Fund Lord Xxxxxx Classic Stock Fund Lord Xxxxxx Growth Opportunities Fund Small-Cap Value Series LORD XXXXXX SECURITIES TRUST Lord Xxxxxx Alpha Strategy Fund Lord Xxxxxx Fundamental Equity Fund Lord Xxxxxx International Core Equity Fund Lord Xxxxxx International Dividend Income Fund Lord Xxxxxx International Opportunities Fund Lord Xxxxxx Large-Cap Value Fund Lord Xxxxxx Micro-Cap Growth Fund Lord Xxxxxx Micro-Cap Value Fund Lord Xxxxxx Value Opportunities Fund LORD XXXXXX SERIES FUND, INC. Bond-Debenture Portfolio Capital Structure Portfolio Classic Stock Portfolio Developing Growth Portfolio Fundamental Equity Portfolio Growth and Income Portfolio Growth Opportunities Portfolio International Core Equity Portfolio International Opportunities Portfolio Mid-Cap Value Portfolio Total Return Portfolio Value Opportunities Portfolio LORD XXXXXX STOCK APPRECIATION FUND LORD XXXXXX U.S. GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES
LIST OF ATTACHMENTS Following is a list of attachments to this Amendment, including all Schedules and Exhibits. Any future added attachment must include a dated Amendment or provision referencing the Agreement and must be executed by all parties. ***Confidential Treatment Requested With due authority from our respective companies, we hereby signify our consent to this Agreement by signing below, Novati Technologies, Inc. Signature: /s/ Xxxxx X. Xxxxxxxx Printed Name: Xxxxx X. Xxxxxxxx Title: President and CEO Date: April 24, 2013 Customer: BioNano Genomics Signature: /s/ R. Xxxx Xxxxxxx Printed Name: R. Xxxx Xxxxxxx Title: President CEO Date: 24-Apr-2013 AMENDMENT 12 This Amendment 12, (“Amendment”), dated December 15, 2013 (“Effective Date”) is to the Master Services Agreement dated March 2, 2009 (“Agreement”) between Novati Technologies, Inc. (“Novati”), and BioNano Genomics (“Customer”). The Agreement mandates that all changes must be in a writing signed by the parties. Except as provided below, all the provisions of the Agreement shall remain in effect and apply to the amended language. Accordingly, the parties agree to the following:
LIST OF EXHIBITS List below all exhibits filed as part of this Statement of Eligibility and Qualification.
List of Contracts The information set forth in the List of Contracts is true, complete and correct in all material respects as of the Cutoff Date.
List of Holders Promptly upon written request by the Company, the Depositary shall furnish to it a list, as of a recent date, of the names, addresses and holdings of ADSs of all Holders.
Updating List of Responsible Persons On or before the Closing Date, the Administrator will notify the Owner Trustee, the Indenture Trustee, the Servicer and the Depositor of each Person who is a Responsible Person for the Administrator. The Administrator may change such Persons by notifying the Owner Trustee, the Indenture Trustee, the Servicer and the Depositor.
LIST OF DEFINED TERMS A— Acquisition Proposal 36 Affiliates 6 Agreement 1, 52 Agreement Date 1 Alternative Acquisition Agreement 36 Alternative Financing 41 Antitrust Laws 39 Assignee 48 —B— Balance Sheet Date 18 Bank 40 Benefit Plans 19 Book Entry Shares 11 Business Day 2 —C— CERCLA 25 Certificate of Merger 9 Certificates 11 Change of Recommendation 35 Chestnut Merger Agreement 9 Closing 9 Closing Date 9 Company 1 Company Board 1 Company Board Recommendation 1 Company Bylaws 15 Company Charter 15 Company Common Stock 1 Company Disclosure Documents 16 Company Disclosure Schedule 15 Company Equity Plans 14 Company Material Adverse Effect 15 Company Restricted Stock 14 Company RSUs 14 Company SEC Reports 17 Company Stock Option 14 Company Stockholder Approval 27 Company Stockholders 1 Company’s Knowledge 19 Confidentiality Agreement 34 Consideration Fund 11 Continuing Director 6 Continuing Employees 37 Contract 17 —D— Debt Financing Letter 30 Delisting Period 42 DGCL 8 Dissenting Shares 13 —E— Effective Time 9 End Date 43 Environmental Laws 25 ERISA 19 ESPP 14 Exchange Act 2 Expiration Date 3 —F— FDCA 26 Financing 30 Financing Sources 47 Fully Diluted Basis 2 —G— GAAP 17 Good Manufacturing Practices 26 XXX Xxx 00 —I— Indemnified Parties 38 Initial Expiration Date 3 Insured Parties 38 Intellectual Property 22 IRS 20 —K— Knowledge of the Company 19 Knowledge of the Parent 31 —L— Law 2 License-In Contracts 22 License-Out Contracts 22 Loan Agreement 40 —M— Material Contract 18 Maximum Premium 38 MDD 26 Medical Device 26 Merger 1 Merger Consideration 11 Minimum Condition 2 —N— Notice Period 36 —O— Offer 1 Offer Documents 4 Offer Price 1 Offer to Purchase 2 Offering 14 Option Amount 13 Order 22 —P— Parent 1 Parent Disclosure Schedule 28 Parent Material Adverse Effect 28 Parent’s Knowledge 31 Paying Agent 11 Permits 21 Person 12 Post-Closing SEC Reports 42 Prohibited Payment 21 Proxy Statement 10 Purchaser 1 —Q— Qualifying Transaction 45 —R— Real Property 24 Representatives 33 —S— Schedule 14D-9 5 Schedule TO 4 SEC 3 Section 409A 20 Securities Act 8 Securities Exchange Rule 3 Share Acceptance Time 2 Shares 1 Short Form Threshold 10 Special Meeting 10 Subsequent Offering Period 3 Subsidiary 16 Superior Proposal 36 Surviving Corpo 8 —T— Tax 24 Taxes 23, 24 Taxing Authorities 23 Tender and Voting Agreements 1 Termination Fee 45 Top-Up Option 7 Top-Up Option Shares 7 Transactions 1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).