LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a) - Cash and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.
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LIST OF SCHEDULES AND EXHIBITS. SCHEDULES DESCRIPTION --------- ----------- Schedule 2.1(a2.3 Conflicts and Consents Schedule 2.5 Jurisdictions in which the Target is Qualified Schedule 2.6 Officers & Directors Schedule 2.9 Subsidiaries & Affiliates Schedule 2.11 Events Subsequent to Baseline Financial Statement Schedule 2.12 Undisclosed Liabilities Schedule 2.13 Legal Compliance Schedule 2.14(c) - Cash and Cash Equivalents Income Taxes Schedule 2.1(b2.14(d) - Receivables Other Taxes Schedule 2.1(c2.14(f) - Inventories Tax Basis, NOL's, etc. Schedule 2.1(d2.15(a) - Prepaid Items and Deposits Leased Real Property Schedule 2.1(e2.15(b) - Fixed Assets Condominium Documents Schedule 2.1(f2.15(c) - Licenses & Permits Schedule 2.15(i) Good Title Schedule 2.15(j) Leases & Subleases Schedule 2.16 Intellectual Property Schedule 2.1(g2.16(b) - Other Proprietary Intellectual Property Infringement Schedule 2.17 Leased Tangible Assets Schedule 2.1(h2.17(a) - Supplies Rolling Stock Schedule 2.1(i2.17(b) - Motor Vehicle & Equipment Schedule 2.17(c) Personal Property Schedule 2.18 Contracts Schedule 2.1(j2.19(a) - Leased Real Estate Employment Policies & Contracts Schedule 2.4 - Liens 2.19(b) Employee Benefits Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM 2.19(c) Salaried Employees Schedule 4.3 - Purchaser Required Consents 2.19(d) Workers' Compensation Compliance Schedule 5.1(a2.19(e) - Articles of Incorporation and Bylaws Labor Relations & Compliance Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a2.20(b) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes 2.20(e) Employee Claims Schedule 5.11 - Contracts 2.23 Insurance Schedule 5.14(b2.24(a) - Condition of Assets Litigation Claims Schedule 5.15(e2.24(b) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Accident Registers & Loss Runs Schedule 5.16 - Litigation 2.24(c) Cargo Loss Logs Schedule 5.17 - Environmental 2.24(d) Incidents since January 1, 1998 Schedule 2.26 Environmental, Health & Safety Matters Schedule 5.18 - Banks 2.29 Safety Rating Schedule 5.19 - 2.30 Organizations & Clubs Schedule 2.31 Bank Accounts Schedule 2.32 Major Suppliers and & Customers Schedule 5.25 - Government Inquiries 3.2 Authorization of Transaction Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.3.3 Noncontravention
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Samples: Stock Purchase Agreement (Us Xpress Enterprises Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.1(a)(i)(1) - Cash Fee Sites Schedule 1.1(a)(i)(2) Leased Sites and Cash Equivalents Ground Leases Schedule 2.1(b1.1(a)(ii)(1) - Receivables Sites Under Contracts for Sale and Sale Contracts Schedule 2.1(c1.1(a)(ii)(2) - Inventories Operator Leases Schedule 2.1(d1.1(a)(iii) - Prepaid Items Supply Agreements and Security Deposits Schedule 2.1(e1.1(a)(iv) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Jobber Incentive Agreements Schedule 5.8(f1.1(a)(vi) - Equipment Schedule 1.1(a)(vii) Vendor Agreements Schedule 1.1(a)(viii) Rights of Reversion Under Ground Leases Schedule 1.1(a)(xiii) UST and Condemnation Funds Schedule 1.1(b)(vi) Trademarks Schedule 1.3(a) Allocation Schedule 1.3(d) Tax Allocation Schedule 1.4(c) BP Restrictions Schedule 2.6 Eminent Domain Schedule 2.11 Third Party Options Schedule 2.12 Litigation Schedule 2.15 Compliance with Laws Schedule 5.8(g2.16 Outstanding Balances Under Land Contracts and Notes Schedule 2.17 Consents, Waivers and Approvals Schedule 2.22 Additional Seller Disclosure Documents Schedule 4.2 Purchaser’s Consents Schedule 5.1(b) - Labor Matters Covered Contamination Schedule 5.8(h5.1(c) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Covered UST Equipment Corrective Measures Exhibit A - Escrow Form of Ground Lessor Estoppel Certificate Exhibit B Form of Land Contract Estoppel Certificate Exhibit C Form of Sublease/Note Estoppel Certificate Exhibit D Form of Assignment of Ground Lease Exhibit E Form Access Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's F Form Non-Compete and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Non-Solicitation Agreement Exhibit G - Opinion Form of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Limited Warranty Deed 101365
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LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 2.1(a) - Cash and Cash Equivalents 1.34 Knowledge Schedule 2.1(b) - Receivables 1.10 Cable One Leased Property Schedule 2.1(c) - Inventories 1.12 Cable One Other Real Property Schedule 2.1(d) - Prepaid Items and Deposits 1.13 Cable One Owned Property Schedule 2.1(e) - Fixed 1.15 Cable One Systems Contracts Schedule 1.16 Cable One Systems Franchises Schedule 1.17 Cable One Systems Licenses Schedule 1.18 Cable One Tangible Personal Property Schedule 1.56 TCA Leased Property Schedule 1.58 TCA Other Real Property Interests Schedule 1.59 TCA Owned Property Schedule 1.61 TCA Systems Contracts Schedule 1.62 TCA Systems Franchises Schedule 1.63 TCA Systems Licenses Schedule 1.64 TCA Tangible Personal Property Schedule 4.2 TCA Excluded Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary 4.4 Cable One Excluded Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser 5.3 Cable One Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws 5.4 Cable One Liens Schedule 5.3 - Seller and Shareholder 5.4.3 Cable One Competition Schedule 5.7.2 Cable One Environmental Exceptions Schedule 5.8.4 Cable One Customer Service Standards Exceptions Schedule 5.11 Cable One Undisclosed Liabilities; Certain Changes or Events Schedule 5.12 Cable One Litigation Schedule 5.14 Cable One Plans; Employee Matters Schedule 5.14.1 Cable One Employees Schedule 5.15 Cable One Systems Information Schedule 5.18 Cable One Bonds Schedule 6.3 TCA Required Consents Schedule 5.5 - Seller Financial Statements 6.4 TCA Liens and Permitted Liens Schedule 5.6(a) - Liabilities and Obligations 6.4.3 TCA Competition Schedule 5.6(b) - Warranties 6.7.2 TCA Environmental Exceptions Schedule 5.7 - Assigned 6.8.4 TCA Customer Service Standards Exceptions Schedule 6.11 TCA Undisclosed Liabilities; Certain Changes or Pledged Accounts Receivable Events Schedule 5.8(a) - 6.12 TCA Litigation Schedule 6.14 TCA Plans; Employee Matters Schedule 5.8(b6.14.1 TCA Employees Schedule 6.15 TCA Systems Information Schedule 6.18 TCA Bonds Schedule 7.2.3 Exceptions to Section 7.2.3(j) - Compensation Plans Schedule 5.8(cExhibit 7.5.1 Form of Consent Exhibit 7.9(a) - Employment Agreements Schedule 5.8(fTCA Noncompetition Covenant Exhibit 7.9(b) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Cable One Noncompetition Covenant
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a2.6(a) - Cash and Cash Equivalents – Estimated Expected Closing Date Working Capital Schedule 2.1(b2.7 – Closing Statement Procedures Schedule 3.1 – Organization, Subsidiaries, Jurisdictions Schedule 3.3(a) - Receivables – Capital Structure Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required 3.4 – Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller 3.5 – Financial Statements Schedule 5.6(a3.7 – No Changes Schedule 3.8(b) - Liabilities and – Tax Records Schedule 3.8(d) – Audits; Examination Schedule 3.8(e) – Obligations to indemnify lenders for taxes Schedule 5.6(b3.10 – Litigation Schedule 3.11(a) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - – Compliance with Laws Schedule 5.8(g3.11(b) - – Permits Schedule 3.12 – Labor Matters Schedule 5.8(h3.13 – Intellectual Property Schedule 3.13(k) - Termination – Content of Employment Databases Schedule 5.9 - 3.14(a) – Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes 3.14(d) – Contributions Schedule 5.11 - 3.14(f) – Employees Schedule 3.14(g) – Obligations under Bonus Plans Schedule 3.14(h) – Severance Obligations Schedule 3.16 – Bank Accounts Schedule 3.17 – Material Contracts Schedule 5.14(b3.17(c) - Condition of – Contractual Obligations Assumed Schedule 3.19 – Insurance Policies and Claims Schedule 3.20 – Affiliate Transactions Schedule 3.22 – Transferred Assets Schedule 5.15(e5.3(a) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications – Consents under Contracts Schedule 5.16 - Litigation 5.3(b) – Consents under Permits Schedule 5.17 - Environmental Matters 5.4 – Operations Prior to Closing Date Schedule 5.18 - Banks 6.9 – Cuban Assets Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders 6.10 – Cap of Spun-Off Database Elements Exhibit A - Escrow – Form of Non-Competition Agreement Exhibit B - Bill xx Sale – Deliverables under local law Exhibit C - Purchaser's Representations – Promissory Note Exhibit D - Seller's and Shareholders' Representations – Form of Transition Services Agreement Exhibit E - Executive Employment Agreements – Form of Argentine Counsel Opinion Exhibit F - – Form of Dutch Counsel Opinion of Bakex & XcKexxxx Exhibit G - – Form of NY Counsel Opinion Exhibit H – Transfer of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. Title of Certain Assets Exhibit I – Forms of Employee Transfer Documents STOCK PURCHASE AGREEMENT (the "Seller"“Agreement”), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all dated as of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement25th day of August, dated October ____2008, 1998 by and among AVTEAM SubX.X. Xx Xxxxxx, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by a sociedad anónima organized under the laws of Argentina (“SALN”), Hispanoamerican Educational Investments BV, a corporation organized under the State laws of FloridaHolland (“HEI”) (SALN and HEI may be herein referred to as a “Seller” and, collectively, the “Sellers”), Xxxxxx.xxx, LLC, a Delaware limited liability company (the “Buyer”), MercadoLibre, Inc. a Delaware corporation (the “Guarantor”) (but solely with respect to Section 8.4), XxXxxxxx.xxx de Argentina S.A., a sociedad anónima organized under the laws of Argentina (“DR Argentina”), XxXxxxxx.xxx Chile S.A., a sociedad anónima organized under the laws of Chile (“DR Chile”), Interactivos y Digitales México S.A. de C.V., a sociedad anónima de capital variable organized under the laws of Mexico (“ID Mexico”) and Compañía de Negocios Interactiva de Colombia E.U., a empresa unipersonal organized under the laws of Colombia (“CNI Colombia” and together with DR Argentina, DR Chile and ID Mexico, collectively, the “Companies” and each individually, a “Company”). The Sellers and the Buyer are referred to collectively herein as the “Parties” and each individually as a “Party.”
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES: Schedule 2.1(a1.1(A) - Cash and Cash Equivalents Permitted Liens Schedule 2.1(b1.1(B) - Retention Bonus Letter Agreements Schedule 1.1(C) Loan Receivables Schedule 2.1(c3.3 Defaults or Conflicts Schedule 3.4 Financial Statements Schedule 3.4(c) - Inventories Indebtedness Schedule 2.1(d3.5 Undisclosed Liabilities Schedule 3.6 Absence of Certain Changes or Events Schedule 3.7 Capitalization; Subsidiaries Schedule 3.7(c) - Prepaid Items and Deposits Voting Company Debt Schedule 2.1(e3.7(d) - Fixed Assets Other Equity Schedule 2.1(f) - 3.8 No Consents Schedule 3.9 Permits Schedule 3.10 Litigation Schedule 3.11 Material Contracts Schedule 3.12 Real Property Interests Schedule 3.13 Intellectual Property Schedule 2.1(g) - Other Proprietary Assets 3.14 Environmental Compliance Schedule 2.1(h) - Supplies 3.15 Taxes Schedule 2.1(i) - Contracts 3.16 Employee Benefits Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee 3.17 Employment Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - 3.19 Compliance with Laws Schedule 5.8(g) - Labor Matters 3.21 Carriers Schedule 5.8(h) - Termination 3.22 Customers Schedule 3.23 Agents Schedule 3.24 Officers and Directors Schedule 3.25 Related Party Transactions Schedule 3.26 Sufficiency of Employment Assets Schedule 5.9 - Employee 6.2 Intercompany Arrangements Schedule 6.5 Company Assumed Benefit Plans Schedule 5.10 - Absence 6.11 Schedule 6.12(a)(ii)(A) Schedule 6.12(a)(ii)(B) Schedule 6.14(b) Resignations of Certain Changes Officers and Directors Restricted Customers Restricted Customer Lanes Non-Restricted Hub Employees Schedule 5.11 - 6.16(c) Shared Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders EXHIBITS: Exhibit A - Escrow Transition Services Agreement Exhibit B - Bill xx Sale Assignment and Assumption Agreement – Retention Bonus Letter Agreements Exhibit C - Purchaser's Representations Purchase Price Allocation Schedule Exhibit D - Seller's and Shareholders' Representations Bank Release Exhibit E - Executive Employment Agreements Exhibit F - Opinion Form of Bakex & XcKexxxx Exhibit G - Opinion Press Release Jillamy Incentive Commission Calculation Example PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (this “Agreement”) is dated as of CohexAugust 31, Xxxxx xxx Hoffxxx2018, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTSby and among Hub Group, that the undersignedInc., M&M AIRCRAFT SERVICESa Delaware corporation (“Seller”), INC. Mode Transportation, LLC, a Delaware limited liability company (the "Seller"“Company”), a Florida corporationand Mode Purchaser, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub")Inc., a Florida corporationDelaware corporation (“Purchaser”). Except as otherwise indicated herein, its successors and assigns, all of the Assets (other than the Excluded Assets) as such capitalized terms used herein are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Article I.
Appears in 1 contract
Samples: Purchase Agreement
LIST OF SCHEDULES AND EXHIBITS. All Schedules to the Credit and Security Agreement: Schedule 2.1(a2.9 Existing Letters of Credit Schedule 4.1 Commercial Tort Claims Schedule 4.14(c) - Cash Chief Executive Offices Schedule 4.14(g) Lockboxes; Bank Accounts Schedule 4.14(j) Securities Accounts Schedule 5.2 Incorporation/Organization/Qualification Schedule 5.3 Officers, Directors, Shareholders, Capitalization Schedule 5.5 FXXXX/Tax Returns Schedule 5.7 Corporate Names Schedule 5.8 O.S.H.A. and Cash Equivalents Environmental Compliance Schedule 2.1(b5.9(b) - Receivables Litigation Schedule 2.1(c) - Inventories 5.10 ERISA Plans Schedule 2.1(d) - Prepaid Items 5.11 Patents, Trademarks, Copyrights and Deposits Licenses Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - 5.15 Labor Contracts Schedule 2.1(j) - Leased Real Estate 5.22 Business Activities Schedule 2.4 - Liens 5.23 Locations Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment 5.25 Material Business Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition 7.1 Sale of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives 7.2 Permitted Encumbrances Schedule 7.3 Permitted Guarantees Schedule 7.4 Permitted Investments Schedule 7.5 Extensions of Credit Schedule 7.8 Permitted Indebtedness All Exhibits to the Credit and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Security Agreement: Exhibit A - Escrow Closing Agenda Exhibit B Form of Revolving Note Exhibit C Form of Revolving Advance Request for Libor Rate Loans Exhibit D Form of Borrowing Base Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Financial Condition Certificate Exhibit G-1 Form of Landlord Waiver Exhibit G-2 Form of Processor/Bailee Waiver Exhibit G-3 Form of Mortgagee Waiver Exhibit G-4 Form of Consignee Waiver Exhibit H Projections Exhibit I Form of Assignment and Assumption Exhibit J Form of Borrower Joinder Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's K Form of Guarantor Joinder Agreement CREDIT AND SECURITY AGREEMENT This CREDIT AND SECURITY AGREEMENT (this “Agreement”), is dated as of November , 2007, by and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICESamong STONERIDGE, INC. ., an Ohio corporation (the "Seller"“Parent”), STONERIDGE ELECTRONICS, INC., a Florida corporationTexas corporation (“Electronics”), for good STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Controls”), STONERIDGE-PXXXXX LIMITED, an English corporation (the “English Borrower”), STONERIDGE ELECTRONICS LIMITED., a Scottish corporation (the “Scottish Borrower” and valuable considerationtogether with the English Borrower, the “UK Borrowers”) and such other Persons as are from time to time parties hereto as Borrowers, STONERIDGE FAR EAST LLC, a Delaware limited liability company (“Far East”), and such other Persons as are from time to time parties hereto, as Guarantors, the financial institutions which are now or which hereafter become a party to this Agreement (the “Lenders”), NATIONAL CITY BANK, a national banking association (“National City Bank”), as Lead Arranger and the Issuer (as hereinafter defined), and NATIONAL CITY BUSINESS CREDIT, INC., an Ohio corporation (“NCBC”), as administrative agent and collateral agent (the “Agent”). IN CONSIDERATION of the mutual covenants and undertakings herein contained, the receipt and sufficiency of which is are hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. the Loan Parties ("AVTEAM Sub"as hereinafter defined), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc.Lenders, the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all Issuer and singular, the Assets (other than the Excluded Assets) Agent hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.agree as follows:
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LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.1(a) - Cash and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Description of Seller Real Estate Schedule 2.4 - Liens 1.1(b) List of Proprietary Rights Schedule 4.1 - Articles 1.1(c) List of Incorporation Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Bylaws Approvals Schedule 1.1(i) Categories of AVTEAM Pre-Paid Expenses Schedule 4.3 - Purchaser Required Consents 1.1(l) Categories and Aggregate Value of Inventory Schedule 5.1(a1.1(n) - Articles List of Incorporation Computer Software Schedule 1.1(o) List of Easements and Bylaws Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 - Seller List of Required Filings, Permits, Consents, Approvals and Shareholder Required Consents Notices Schedule 5.5 - Seller 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.6(a5.11(iii) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee List of Certain Financial Matters Schedule 5.8(b5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) - Compensation Plans Description of Partnership Real Estate Schedule 5.8(c5.16(d) - List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.8(f5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) - Compliance Due Diligence Letters Schedule 15.19 Key Employees Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence Covenant Exhibit C Form of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition Lease Terms Exhibit C-1 List of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Leases Exhibit A - C-2 Rockland Lease Amendment Exhibit D Form of Post Closing Escrow Agreement Exhibit B - E Form of Closing Certificates of Seller, Licensee and Shareholder Exhibit F Form of Bill xx Sale Exhibit C - G Form of Seller's Section 1445 Affidavit Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder Exhibit H-1 Form of Agreement Not to Compete of Maurxxx X'Xxxxxx Xxxibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Representations Closing Certificate Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - M Form of Opinion of Bakex & XcKexxxx Purchaser's Counsel Exhibit G - N Form of Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer Purchaser's FCC Counsel 70 76 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION Affiliate.......................................................................15.12 Agreement.......................................................................Preamble Agreement Not to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Compete........................................................2.1
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LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.1(a) - Cash and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Description of Seller Real Estate Schedule 2.4 - Liens 1.1(b) List of Proprietary Rights Schedule 4.1 - Articles 1.1(c) List of Incorporation Tangible Personal Property Schedule 1.1(d) List of Vehicles Schedule 1.1(e) List of Telephone Numbers, Etc. Schedule 1.1(g) List of Material Operating Contracts Schedule 1.1(h) List of Licenses, Certificates, Franchises, Permits, Consents and Bylaws Approvals Schedule 1.1(i) Categories of AVTEAM Pre-Paid Expenses Schedule 4.3 - Purchaser Required Consents 1.1(l) Categories and Aggregate Value of Inventory Schedule 5.1(a1.1(n) - Articles List of Incorporation Computer Software Schedule 1.1(o) List of Easements and Bylaws Permits Schedule 1.2(c) List of Excluded Assets Schedule 1.3 List of Shareholder Assets, Properties, Contracts and Rights Schedule 1.4 List of Licensee Assets, Properties, Contracts and Rights Schedule 5.3 - Seller List of Required Filings, Permits, Consents, Approvals and Shareholder Required Consents Notices Schedule 5.5 - Seller 5.4 List of Certain Encumbrances Schedule 5.6 List of Pending and Threatened Litigation Schedule 5.7 Description of Certain Labor Matters Schedule 5.8 Description of Certain Tax Matters Schedule 5.9 Description of Certain Employee Benefits Schedule 5.11 List of Financial Statements and Certain Liabilities Schedule 5.6(a5.11(iii) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee List of Certain Financial Matters Schedule 5.8(b5.12 List of Certain Developments Schedule 5.13 List of RSA 2 Proprietary Rights Schedule 5.15 List of RSA 2 Contracts Schedule 5.16(a) - Compensation Plans Description of Partnership Real Estate Schedule 5.8(c5.16(d) - List of Permitted Encumbrances Schedule 5.16(k) Description of Certain Real Estate Matters Affecting Seller Real Estate and Partnership Real Estate Schedule 5.19 List of Key Employees and Employment Agreements Schedule 5.8(f5.20 List of RSA 2 Licenses Schedule 5.22 List of Other Material Contracts Schedule 5.25 List of Subsidiaries Schedule 5.27 Product Liability Claims Schedule 5.28 List of Insurance Schedule 5.30 CGSA Maps Schedule 5.31 Network Diagram and Description Schedule 5.32 System Information Updates Schedule 5.33 List of Related Transactions Schedule 5.34 List of Partnership Minutes *Schedule 6.5 Exceptions to Purchaser's Qualifications Schedule 6.5(a) - Compliance Due Diligence Letters Schedule 15.19 Key Employees *Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of Quit Claim Deed with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence Covenant *Exhibit C Form of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition Lease Terms *Exhibit C-1 List of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Leases *Exhibit A - C-2 Rockland Lease Amendment *Exhibit D Form of Post Closing Escrow Agreement Exhibit B - Bill xx E Form of Closing Certificates of Seller, Licensee and Shareholder *Exhibit F Form of Xxxx of Sale Exhibit C - G Form of Seller's Section 1445 Affidavit *Exhibit H Form of Agreement Not To Compete of Seller, Licensee and Shareholder *Exhibit H-1 Form of Agreement Not to Compete of Xxxxxxx X'Xxxxxx Exhibit I Form of Opinion of Sellers' Corporate Counsel Exhibit J Form of Opinion of Sellers' FCC Counsel Exhibit K Form of Opinion of Sellers' State Regulatory Counsel Exhibit L Form of Purchaser's Representations Closing Certificate Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - M Form of Opinion of Bakex & XcKexxxx Purchaser's Counsel Exhibit G - N Form of Opinion of CohexPurchaser's FCC Counsel * Filed with this Report. Remaining schedules and exhibits have not been filed, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that but the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as Registrant shall supplementally furnish any such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure omitted item to the benefit of AVTEAM Sub and its successors and assignsCommission upon request. This Bill xx Sale shall be governed by the laws of the State of Florida.71 DIRECTORY OF CERTAIN DEFINED TERMS TERM SECTION
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LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a2.2 Purchase and Other Commitments for Assets (Die Cast) - Cash Schedule 3.2 Inventory Adjustment Schedule 3.3 Purchase Price Allocation Schedule 3.3.7 Security Agreement Schedule 4.2(iv) Warehouse Lease Schedule 4.2(v) Consulting Agreement Schedule 4.2(vi) Opinion of the Selling Stockholders and Cash Equivalents Die Cast's Counsel Schedule 2.1(b4.3(ii) - Receivables List of distributees of JAKKS Pacific Shares Schedule 2.1(c4.3(iv) - Inventories Opinion of Purchaser's Counsel Schedule 2.1(d) - Prepaid Items 6.1 Corporate Good Standing Schedule 6.2 Stockholders and Deposits Capitalization of Road Champs Companies Schedule 2.1(e) - Fixed Assets 6.3.2 Changes to the Road Champs Companies since Balance Sheet Date Schedule 2.1(f) - 6.4 Location of Books and Records Schedule 6.5.2 Encumbrances Schedule 6.5.3 Machinery and Equipment Schedule 6.6 Contracts Schedule 6.7 Litigation Schedule 6.8 Tax Liabilities Schedule 6.9.1 Liabilities Schedule 6.10 Intellectual Property Schedule 2.1(g6.13 Insurance Schedule 6.14 Suppliers & Customers Schedule 6.16.1 Personnel Schedule 6.17 Changes Since Balance Sheet Date Schedule 6.18 Valid Agreements; Restricted Documents Schedule 6.19 Approvals Schedule 6.21 Environmental Conditions Schedule 6.24 Brokers Schedule 6.25 RC Accounts Payable Schedule 7.3 Valid Agreements; Restricted Documents (JAKKS Pacific) - Other Proprietary Assets Schedule 2.1(h7.4 Consents for JAKKS Pacific & Purchaser Schedule 7.8 Liabilities of JAKKS Pacific Schedule 7.9 Brokers (JAKKS Pacific) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged 8.3 RC Accounts Receivable Schedule 5.8(a) - Employee Matters 11.1 Survival Periods of Representations & Warranties Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - 11.2 Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.
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LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 2.1(a1.1 - Selling Parties’ Options and Warrants Schedule 3.4(g) - Cash and Cash Equivalents Agreements to be Terminated Schedule 2.1(b4.1 - Stock Ownership Schedule 5.1(a) - Receivables Foreign Qualifications Schedule 2.1(c5.1(c) - Inventories Authority Schedule 2.1(d5.2(a) - Prepaid Items and Deposits Company Stockholders Schedule 2.1(e5.2(e) - Fixed Assets Company Stock Options Schedule 2.1(f5.2(f) - Intellectual Property Agreements Relating to Company Equity Schedule 2.1(g5.2(g) - Other Proprietary Assets Stockholder Agreements Schedule 2.1(h) 5.4 - Supplies Financial Statements Schedule 2.1(i) 5.5 - Contracts Undisclosed Liabilities Schedule 2.1(j5.6 - Operations Since Audited Balance Sheet Date Schedule 5.7 - Taxes Schedule 5.8 - Governmental Permits Schedule 5.9(a) - Leased Real Estate Property Schedule 2.4 5.10 - Liens Personal Property Leases Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a5.11(a) - Articles List of Incorporation and Bylaws Certain Intellectual Property Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a5.11(b) - Liabilities and Obligations List of Software Schedule 5.6(b5.11(c) - Warranties List of Intellectual Property Agreements Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a5.11(d) - Employee Matters Right, Title and Interests in Intellectual Property Schedule 5.8(b5.11(e) - Validity and Enforceability of Intellectual Property Schedule 5.11(f) - Challenge to Intellectual Property Rights Schedule 5.11(g) - Owned Software Schedule 5.11(i) - Exceptions to Work-for-Hire and Assignment Agreements Schedule 5.11(j) - Ownership Rights Granted Schedule 5.12 - Title to Property Schedule 5.13 - Violation, Litigation or Regulatory Actions Schedule 5.14 - Contracts Schedule 5.15 - Status of Contracts Schedule 5.16 - Insurance Schedule 5.17(a) - Company Plans Schedule 5.17(b) - Company Plan Compliance Schedule 5.17(g) - Compensation Plans Agreements Schedule 5.8(c5.17(h) - Employment Agreements Employees Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 5.18 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Employee Relations Schedule 5.20 - Customers and Suppliers and Customers Schedule 5.25 5.21 - Government Inquiries Availability of Assets Schedule 5.27 5.22 - Tax Matters Doubtful Accounts Schedule 6.3(i5.23 - Product Liabilities Schedule 5.23(b) - Bonuses and Dividends Products in Development Schedule 6.3(ii5.24 - Affiliated Transactions Schedule 6.2(b) - Securities Matters No Conflicts of Parent Schedule 6.3(vii6.2(c) - Expenditures No Conflicts of Buyer Schedule 12.2 7.5(b) - Expenses Borne by the Shareholders Nonsolicitation Exhibits Exhibit A - Form of Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. Valuation Date Working Capital Methodology STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT (the "Seller"this “Agreement”), a Florida corporationdated as of December 31, for good and valuable consideration2007, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAMAllscripts Healthcare Solutions, Inc., the Sellera Delaware corporation (“Parent”), Jamex X. XxXxxxxxBattleship Acquisition Corp., Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all a Delaware corporation and singulara wholly-owned subsidiary of Parent (“Buyer”), the Assets Stockholders selling Shares to Buyer hereunder (other than the Excluded Assets“Selling Parties”) hereby soldand NICE Shareholder Representative, and transferred to AVTEAM SubLLC, its successors and assignsan Illinois limited liability company, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws as representative of the State of FloridaSelling Parties (the “Stockholder Representative”).
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Samples: Stock Purchase Agreement (Allscripts Healthcare Solutions Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.2(g)(i) - Cash and Cash Equivalents Seller’s Knowledgeable Persons Schedule 2.1(b1.2(g)(ii) - Receivables Buyer’s Knowledgeable Persons Schedule 2.1(c2.l(a) - Inventories Real Property Schedule 2.l(c) Current Assets Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Non-Current Assets Schedule 2.1(h) - Supplies Intellectual Properties and Information Systems Schedule 2.1(i2.1(r) - Provider Agreements Among the Assets Schedule 2.2(a) Seller’s Retained Records Schedule 2.2(d) Seller Retained Assets Schedule 2.2(i) Other Excluded Assets Schedule 2.3(a) Current Liabilities Schedule 2.3(b) Assumed Long-Term Liabilities Schedule 2.3(g) Detroit Receiving Hospital and University Health Center Schedule 2.5 Example Calculation of the Purchase Price as of April 30, 2010 Schedule 2.5(a)(i) Long-Term Indebtedness Schedule 2.6 Allocation of Purchase Price Schedule 3.1 Licenses in Foreign Jurisdictions Schedule 3.2 Conflicts with Contracts Schedule 2.1(j3.4(a) - Leased Real Estate Third Party Rights Schedule 2.4 - Liens 3.4(b) Ownership Interests Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller 3.6 Financial Statements Schedule 5.6(a) - Liabilities and Obligations 3.7 Operation of the Hospital Business Schedule 5.6(b) - Warranties 3.8 Recent Activities Schedule 5.7 - Assigned or Pledged 3.9 Encumbrances on Accounts Receivable Schedule 5.8(a) - Employee 3.10 Equipment Schedule 3.11 Personal Property Encumbrances Schedule 3.12 Real Property Encumbrances Schedule 3.13 Environmental Matters Schedule 5.8(b3.15 Insurance Schedule 3.16 Permits, Licenses and Accreditations Schedule 3.18 The Assumed Contracts Schedule 3.19 Exceptions to Representations Regarding the Assumed Contracts Schedule 3.20(a) - Compensation Plans Schedule 5.8(c) - Employment Agreements and Severance Agreements Schedule 5.8(f3.20(b) - Compliance with Laws Collective Bargaining Agreements Schedule 5.8(g3.20(c) - Labor Matters Employee Classification Schedule 5.8(h) - Termination of Employment Schedule 5.9 - 3.21 Seller’s Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts 3.21(e) Employee Payments Schedule 5.14(b3.21(h) - Condition of PBGC Communications Schedule 3.23 Taxes Schedule 3.24 Medical Staff; Physician Relations Schedule 3.25 Restrictions on Assets Schedule 5.15(e3.26 Brokers and Finders Schedule 4.6 Litigation and Proceedings Schedule 5.1 Exceptions to Seller’s Operations Schedule 5.2 Exceptions to Seller’s Negative Covenants Schedule 5.2(b) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Permitted Seller Employment Offers Schedule 5.16 - Litigation 6.3(a) Non-Active Employees Schedule 5.17 - Environmental Matters 9.5(b) Seller’s Budgeted EBITDA Schedule 5.18 - Banks 12.2 Seller’s Charity Care Policies Schedule 5.19 - Suppliers and Customers 12.2-a Vanguard’s Charity Care Policies Schedule 5.25 - Government Inquiries 12.3 Core Services Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - 12.4 Capital Expenditures Schedule 12.2 - Expenses Borne by the Shareholders 12.12 Seller’s Supplier Diversity Program Schedule 12.17 Agreed Upon Procedures Schedule 12.17(c) Buyer’s Reports EXHIBITS Exhibit A - Escrow Agreement Warrant Certificate Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's Note RESTATED PURCHASE AND SALE AGREEMENT THIS RESTATED PURCHASE AND SALE AGREEMENT is made and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion entered into effective as of Bakex & XcKexxxx Exhibit G - Opinion of CohexDecember 31, Xxxxx xxx Hoffxxx2010, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTSby and among THE DETROIT MEDICAL CENTER, that the undersigneda Michigan nonprofit corporation (“DMC”), M&M AIRCRAFT XXXXXX-XXXXXX HOSPITAL, a Michigan nonprofit corporation (“HHH”), DETROIT RECEIVING HOSPITAL AND UNIVERSITY HEALTH CENTER, a Michigan nonprofit corporation (“DRH”), CHILDREN’S HOSPITAL OF MICHIGAN, a Michigan nonprofit corporation (“CHM”), REHABILITATION INSTITUTE, INC., a Michigan nonprofit corporation (“RIM”), SINAI HOSPITAL OF GREATER DETROIT, a Michigan nonprofit corporation (“SHGD”), HURON VALLEY HOSPITAL, INC., a Michigan nonprofit corporation (“HVH”), DETROIT MEDICAL CENTER COOPERATIVE SERVICES, a Michigan nonprofit corporation (“DMCCS”), DMC ORTHOPEDIC BILLING ASSOCIATES, LLC, a Michigan limited liability company (“DMCOBA”), METRO TPA SERVICES, INC. ., a Michigan corporation (the "Seller"“MTPAS”), MICHIGAN MOBILE PET CT, LLC, a Florida Michigan limited liability company (“MMPET”), DMC PRIMARY CARE SERVICES, II, a Michigan nonprofit corporation (“PCS”), HEALTHSOURCE, a Michigan nonprofit corporation (“HealthSource”) (DMC, HHH, DRH, CHM, RIM, SHGD, HVH, DMCCS, DMCOBA, MTPAS, MMPET, PCS and HealthSource are referred to herein individually as a “Seller” or collectively, as “Seller”), VHS OF MICHIGAN, INC., a Delaware corporation (“VHS of Michigan”), VHS XXXXXX-XXXXXX HOSPITAL, INC., a Delaware corporation (“VHS HHH”), VHS DETROIT RECEIVING HOSPITAL, INC., a Delaware corporation (“VHS DRH”), VHS CHILDREN’S HOSPITAL OF MICHIGAN, INC., a Delaware corporation, for good (“VHS CH”), VHS REHABILITATION INSTITUTE OF MICHIGAN, INC., a Delaware corporation (“VHS RI”), VHS SINAI- GRACE HOSPITAL, INC., a Delaware corporation (“VHS SGR”), VHS HURON VALLEY- SINAI HOSPITAL, INC., a Delaware corporation (“VHS HV”), VHS DETROIT BUSINESSES, INC., a Delaware corporation (“VHS DB”), VHS DETROIT VENTURES, INC., a Delaware corporation (“VHS JV”), VHS UNIVERSITY LABORATORIES, INC., a Delaware corporation (“VHS UL”), VHS PHYSICIANS OF MICHIGAN, a Michigan nonprofit corporation (“VHS PM”), CRNAS OF MICHIGAN, a Michigan nonprofit corporation (“CRNA”) (VHS of Michigan, VHS HHH, VHS DRH, VHS CH, VHS RI, VHS SGR, VHS HV, VHS DB, VHS JV, VHS UL, VHS PM and valuable considerationCRNA are referred to herein individually as a “Buyer” or collectively, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sellas “Buyer”), and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub")VANGUARD HEALTH SYSTEMS, INC., a Florida corporation, its successors and assigns, all of the Assets Delaware corporation (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida“Vanguard”).
Appears in 1 contract
Samples: Purchase and Sale Agreement
LIST OF SCHEDULES AND EXHIBITS. Exhibit A-1: Legal Description – Live Oak Property Exhibit A-2: Legal Description – Tides Property Exhibit A-3: Legal Description – Tides Vacant Land Property Exhibit A-4: Legal Description – Cherry Grove Property Exhibit A-5: Legal Description – Brunswick Point Property Exhibit A-6: Legal Description – Creekside Property Exhibit A-7: Legal Description – Xxxxxx Farms Property Exhibit A-8: Legal Description – Hartshire Property Exhibit A-9: Legal Description – Kensington Property Exhibit A-10: Legal Description – Riverchase Property Exhibit B-1: Loan Documents – Hartshire Seller Exhibit B-2: Loan Documents – Brunswick Point Seller Exhibit B-3: Loan Documents – Creekside Seller Exhibit C: Defeased Loans Exhibit D-1: Deed – Brunswick Point Exhibit D-2: Deed – Cherry Grove Exhibit D-3: Deed - Creekside Exhibit D-4: Deed – Live Oak Exhibit D-5: Deed – Tides and Tides Vacant Land Exhibit E: Original Assignment of Leases Exhibit F: Original Assignment of Contracts Exhibit G: Original Xxxx of Sale Exhibit H: Due Diligence Items Exhibit I: Inventory of Personal Property Exhibit J: Intentionally Omitted Exhibit K: Form of Assignment and Assumption of Limited Liability Company Interest Exhibit L: Form of Survey Affidavit of No Change Exhibit M: Form of Non-Imputation Affidavit Exhibit N: Form of Auditor Representation Letter Schedule 2.1(a) - Cash 1: Selling Entities and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Real Property Schedule 2.1(g) - Other Proprietary Assets 4.9(c): Transfer/Documentary Stamp Tax, Title Premium and Search and Exam Fee Allocations Schedule 2.1(h) - Supplies 5.1(c): Live Oak Repairs Schedule 2.1(i) - Contracts 5.9(b): IN/OH Property Owner’s Organizational Documents Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - 5.9(h): Pending Litigation Schedule 5.17 - Environmental Matters 5.9(k)-1: Rent Roll Schedule 5.18 - Banks 5.9(k)-2: Arrearage Report Schedule 5.19 - Suppliers 5.9(l): Property Contracts (iii) PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 3rd day of September, 2017 (the “Effective Date”), by and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(ibetween THE ENTITIES LISTED ON SCHEDULE 1 ATTACHED HERETO, each a Delaware limited liability company, with an address c/o Hamilton Point Investments LLC, 0 Xxxxxxx Xxxx, Old Lyme, Connecticut 06371 (individually and collectively as the context may require, “Property Seller”), HPI REAL ESTATE OPPORTUNITY FUND III, LLC, a Delaware limited liability company, with an address c/o Hamilton Point Investments LLC, 0 Xxxxxxx Xxxx, Old Lyme, Connecticut 06371 (“Entity Seller” and collectively with the Property Seller as the context may require, “Seller”) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of CohexINDEPENDENCE REALTY OPERATING PARTNERSHIP, LP, a Delaware limited partnership, with an address c/o Independence Realty Trust, Two Liberty Place, 00 X. 00xx Xxxxxx, Xxxxx xxx Hoffxxx0000, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTSXxxxxxxxxxxx, that the undersigned, M&M AIRCRAFT SERVICES, INC. Xxxxxxxxxxxx 00000 (the "Seller"“Buyer”), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Independence Realty Trust, Inc.)
LIST OF SCHEDULES AND EXHIBITS. iv DEFINITIONS........................................................................... i LIST OF SCHEDULES AND EXHIBITS Exhibit 1 Definitions Schedule 2.1(a2 Assets Exhibit 3(e)(i)(E) - Cash Form of Opinion of Counsel to the Seller Schedule 3(e)(i)(G) Estoppel Certificates Exhibit 3(e)(i)(H) Form of amendment to the Management and Cash Equivalents Booking Agreement Exhibit 3(e)(ii)(D) Form of Opinion of Counsel to SFX Schedule 2.1(b7(c) - Receivables Violations, Conflicts and Required Consents Schedule 2.1(c7(d) - Inventories Financial Statements Schedule 2.1(d7(e) - Prepaid Items and Deposits Liabilities Schedule 2.1(e7(f) - Fixed Exceptions to Title to Assets Schedule 2.1(f7(g) - Intellectual Property Schedule 2.1(g7(h) - Other Proprietary Assets Licenses Schedule 2.1(h7(i) - Supplies Material Changes in Operations Schedule 2.1(i7(k) - Environmental Law Violations Schedule 7(k)(ii) Environmental Permits Schedule 7(l) Insurance Schedule 7(m) Pending and Threatened Litigation Schedule 7(n) Material Contracts Schedule 2.1(j7(o) - Leased Compliance and Governmental Authorizations of the Seller Schedule 7(p) Employee Information Schedule 7(r) Transactions with Affiliates Schedule 7(s) Real Estate Property Schedule 2.4 - Liens 9(c) Violations and Conflicts Schedule 4.1 - Articles 9(e) Compliance and Governmental Authorizations of Incorporation SFX Schedule 9(k) Documents Provided to SFX and Bylaws of AVTEAM Acquisition Sub Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a12(c)(iii) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Multiemployer Plans Schedule 5.8(c12(e) - Employment Release of Guaranties Schedule 12(o) Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Terminated
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedules: Schedule 2.1(a1 Schedule of Definitions Schedule 2(a) - Cash and Cash Equivalents Schedule 2.1(bof Equipment Schedule 2(b) - Receivables Schedule 2.1(cof Inventory Schedule 2(e) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - of Intellectual Property Schedule 2.1(g4(a)(1) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - of Prepaid Contracts Schedule 2.1(j7(b)(4)(B) - Leased Real Estate Definition of Gross Profit Schedule 2.4 - Liens 7(c) Purchase Price Allocation Schedule 4.1 - Articles 9(e) Schedule of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a9(h) - Articles Schedule of Incorporation and Bylaws Conditions Schedule 5.3 - Seller and Shareholder Required Consents 9(n) Schedule 5.5 - Seller Financial Statements of Employees Schedule 5.6(a9(o) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks 9(r) Schedule 5.19 - of Warranties Schedule 9(s) Schedule of Affiliated Transactions Schedule 9(t) Schedule of Permits Schedule 9(u) Schedule of Insurance Policies Schedule 9(v) Schedule of Claims and Legal Proceedings Schedule 9(x) Schedule of Significant Customers and Significant Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibits: Exhibit A - Escrow Form of Xxxx of Sale Exhibit B Form of Assignment and Assumption Agreement Exhibit B - Bill xx Sale C-1 Form of Convertible Note Exhibit C - Purchaser's Representations C-2 Form of Secured Note Exhibit C-3 Form of Contingent Note Exhibit D - Seller's and Shareholders' Representations Form of Security Agreement Exhibit E - Executive E-1 Form of Employee Offer Letter Exhibit E-2 Form of Key Employee Employment Agreements Exhibit F - Opinion Form of Bakex & XcKexxxx Noncompetition, Nonsolicitation and Nondisclosure Agreement Exhibit G - Opinion Form of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Management Agreement Exhibit H Copy of ATS 2005 Stock Incentive Plan Exhibit I Form of Axon Contract Exhibit J Form of Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.'s Legal Opinion
Appears in 1 contract
Samples: Asset Purchase Agreement (American Tonerserv Corp.)
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a) SCHEDULES --------- SCHEDULE 1.1 - Cash Banks SCHEDULE 1.2 - Commerce Accounts Receivable Agreements SCHEDULE 1.3 - Commerce Accounts Receivable Guaranties SCHEDULE 1.4 - Commerce Subsidiaries SCHEDULE 1.5 - Non-Guarantor Subsidiaries SCHEDULE 5.2 - Subsidiaries; Shares owned by the Commerce Companies SCHEDULE 5.6 - Chief Executive Offices and Cash Equivalents Schedule 2.1(b) Mailing Addresses of the Company and each of the Commerce Subsidiaries SCHEDULE 5.9 - Receivables Schedule 2.1(c) Locations of Commerce Companies SCHEDULE 5.11 - Inventories Schedule 2.1(d) Litigation SCHEDULE 5.12 - Prepaid Items and Deposits Schedule 2.1(e) Defaults SCHEDULE 5.13 - Fixed Assets Schedule 2.1(f) Taxes SCHEDULE 5.20 - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 SCHEDULE 5.22 - Environmental Matters Schedule 5.18 SCHEDULE 8.22 - Banks Schedule 5.19 Post-Closing UCC Search Jurisdictions SCHEDULE 9.1 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(iCapitalized Leases; Indebtedness SCHEDULE 9.2(a) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit Existing Liens EXHIBITS -------- EXHIBIT A - Escrow Agreement Exhibit Note EXHIBIT B - Bill xx Sale Exhibit Loan Request EXHIBIT C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex Xxxxx, Day, Xxxxxx & XcKexxxx Exhibit G Xxxxx EXHIBIT D - Opinion Compliance Certificate EXHIBIT E - Assignment and Acceptance EXHIBIT F - Guaranty REVOLVING CREDIT AND TERM LOAN AGREEMENT --------- ------ --- ---- ---- --------- This REVOLVING CREDIT AND TERM LOAN AGREEMENT is made as of Cohexthe 30th day of September, Xxxxx xxx Hoffxxx1996, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICESby and among STERLING COMMERCE, INC. ., a Delaware corporation (the "SellerCompany"), THE FIRST NATIONAL BANK OF BOSTON, a Florida corporation, for good national banking association ("FNBB) and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sellother lending institutions listed on Schedule 1.1 -------- --- hereto, and transfer to AVTEAM ENGINE REPAIR CORP. THE FIRST NATIONAL BANK OF BOSTON, as agent for itself and such other lending institutions (the "AVTEAM SubAgent"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.
Appears in 1 contract
Samples: Credit and Term Loan Agreement (Sterling Commerce Inc)
LIST OF SCHEDULES AND EXHIBITS. SCHEDULES --------- Schedule 2.1(a2.04 Statement of Net Worth Mechanics Schedule 2.06(a)(1) - Cash Incentive Compensation Mechanics Schedule 2.06(a)(2) Incentive Employees Schedule 2.06(b) Integration Incentive Compensation Mechanics Schedule 3.03 Ownership of Cotton Equity Interests Schedule 4.01(a) Qualifications to Conduct Business Schedule 4.01(c) Officers and Cash Equivalents Directors of the Corporation Schedule 2.1(b4.03 Other Claims Schedule 4.04 Conflicts Schedule 4.05 Required Consents Schedule 4.07 Financial Statements Schedule 4.09(a) - Receivables Real Property Schedule 2.1(c4.09(c) - Inventories Permitted Liens Schedule 2.1(d4.10(a) - Prepaid Items and Deposits Personal Property Schedule 2.1(e4.10(b) - Fixed Assets Property Held at Other Locations Schedule 2.1(f4.10(d) - Personal Property Leases Schedule 4.11 Indebtedness Schedule 4.12(b) Intellectual Property Schedule 2.1(g4.12(c) - Other Proprietary Assets Obligations Related to Intellectual Property Schedule 2.1(h4.13 Litigation Schedule 4.14(a) - Supplies Employees Schedule 2.1(i4.15(a)(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes 4.18 Bank Accounts Schedule 5.11 - Contracts 4.19(b) Exceptions to Compliance with Environmental Laws Schedule 5.14(b) - Condition of Assets 4.20 Cotton Authorizations Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications 4.21 Insurance Policies Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - 4.22 Major Suppliers and Customers Schedule 5.25 - Government Inquiries 4.23 Contracts and Commitments Schedule 5.27 - 4.25 Absence of Changes Schedule 4.26(a) Owner Notes Receivable Schedule 4.26(b) Accounts Receivable Schedule 4.27(b) Tax Matters Returns Schedule 6.3(i4.27(c) - Bonuses and Dividends Tax Deficiencies Schedule 6.3(ii4.27(d) - Securities Matters Tax Sharing Agreements Schedule 6.3(vii4.27(e) - Expenditures Tax Election Adjustments Schedule 12.2 - Expenses Borne by the Shareholders 5.05 Capitalization of Purchaser Schedule 5.07 Financial Condition of Purchaser Schedule 6.13 Spin-Off Agreement Schedule 12.11(a) Seller's Knowledge LIST OF SCHEDULES AND EXHIBITS ------------------------------ (CONTINUED) EXHIBITS -------- Exhibit A - Cotton Group Companies Exhibit B Purchase Price Allocation Among Sellers Exhibit C Form of Seller Note Exhibit D Form of Tax Reimbursement Note Exhibit E Form of Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion Form of Bakex & XcKexxxx Registration Rights Agreement Exhibit G - Opinion Form of CohexNon-Competition Agreement Exhibit H Form of Employment Agreement STOCK AND LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT This STOCK AND LIMITED PARTNERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), Xxxxx xxx Hoffxxxis made and entered into as of September 1, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS2006, that the undersigned, M&M AIRCRAFT SERVICESby and among --------- CHARYS HOLDING COMPANY, INC. ., a Delaware corporation ("Purchaser"), COTTON --------- HOLDINGS 1, INC., a Delaware corporation (the "SellerCotton Holdings"), COTTON --------------- COMMERCIAL USA, LP, a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. Texas limited partnership ("AVTEAM SubCotton Commercial"), COTTON ----------------- RESTORATION OF CENTRAL TEXAS, LP, a Florida corporationTexas limited partnership ("Cotton ------ Restoration"), its successors Bryan Michalsky, Jaxxx Xxxxxx, Xxxxall Xxxxxxxx, Xarxx Xxxxxxx ----------- xxx Xxxe Bell (collectixxxx, xxx "Cotton Holdings Sellers"), Chad Weigman and assigns----------------------- Blake Stansell (colxxxxxxxxx, all of xxx "Cotton Commercial Sellers") and Johnny --------------------------- Slaughter and Russell Xxxxx (xollecxxxxxx, xxx "Cotton Restoration Sellers" and, -------------------------- together with the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by Cotton Holdings Sellers and among AVTEAM Sub, AVTEAM, Inc.Cotton Commercial Sellers, the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx"Sellers"). TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.-------
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LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.1(l) - Cash and Cash Equivalents Vehicles Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed 1.2 Excluded Assets Schedule 2.1(f2.3(e) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Additional Liabilities Schedule 2.4 - Liens Allocation of Purchase Price Schedule 4.1 - Articles of Incorporation 3.1 Foreign Qualification Schedule 3.2 Officers and Bylaws of AVTEAM Directors Schedule 4.3 - Purchaser Required 3.4 Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws 3.5 Capitalization Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - 3.6 Compliance with Laws Schedule 5.8(g3.7 Licenses and Permits Schedule 3.8 Seller 1999 Audited Financial Statements Schedule 3.8(c) - Labor Matters Adjustments to 1999 EBITDA Schedule 5.8(h3.10 Deposits Schedule 3.13 Fixed Assets Schedule 3.14 Accounts Receivable Schedule 3.15 Bank Accounts Schedule 3.16 Contracts Schedule 3.17(a) - Termination of Employment Intellectual Property Schedule 5.9 - Employee 3.17(b) Y2K Compliance Schedule 3.18 Lease Property Disclosures Schedule 3.19 Litigation; Judgments Schedule 3.20 Insurance Schedule 3.21 Benefit Plans Schedule 5.10 - Absence of Certain 3.21(g) Accrued Vacation Schedule 3.22 Immigration Matters Schedule 3.24 Material Changes Schedule 5.11 - Contracts 3.25 Related Party Transactions Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - 3.26 Environmental Matters Schedule 5.18 - Banks 3.27(a) Employees and Labor Relations Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i3.27(b) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Employee Claims Exhibit A - 2.1 Escrow Agreement Exhibit B - Bill xx 5.2 Non-Disclosure Agreement Exhibit 5.5A-1 GWI Noncompetition Agreement Exhibit 5.5A-2 GEM Noncompetition Agreement Exhibit 5.5B-1 Stockholder of GWI Noncompetition Agreement Exhibit 5.5B-2 Stockholder of GEM Noncompetition Agreement Exhibit 5.6A Xxxxxx Employment Agreement Exhibit 5.6B Alzadeh Employment Agreement Exhibit 5.8 Press Release Exhibit 7.4(d)-1 Xxxx of Sale of GWI Exhibit C - Purchaser's Representations 7.4(d)-2 Xxxx of Sale of GEM Exhibit D - 7.4(e)-1 Assignment and Assumption Agreement of GWI Exhibit 7.4(e)-2 Assignment and Assumption Agreement of GEM Exhibit 7.4(h) Opinion of Seller's and ShareholdersStockholders' Representations Counsel Exhibit 7.4(n) Software License Agreement Exhibit 7.10 New Real Property Lease Exhibit 2.2 Final Version ASSET PURCHASE AGREEMENT W I T N E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX S S E T H: ARTICLE I PURCHASE AND SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. OF PURCHASED ASSETS ARTICLE II PURCHASE PRICE; ASSUMPTION OF LIABILITIES ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER AND STOCKHOLDERS ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ARTICLE V ADDITIONAL COVENANTS ARTICLE VI INDEMNIFICATION ARTICLE VII CONDITIONS TO HAVE OBLIGATIONS OF THE PURCHASER TO CLOSE ARTICLE VIII CONDITIONS TO SELLER'S AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.THE STOCKHOLDERS' OBLIGATIONS ARTICLE IX STOCKHOLDERS' REPRESENTATIVE ARTICLE X TERMINATION ARTICLE XI MISCELLANEOUS PROVISIONS LIST OF SCHEDULES AND EXHIBITS
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Samples: Asset Purchase Agreement (Euramax International PLC)
LIST OF SCHEDULES AND EXHIBITS. All Schedules to the Credit and Security Agreement: Schedule 2.1(a2.9 Existing Letters of Credit Schedule 4.1 Commercial Tort Claims Schedule 4.14(c) - Cash Chief Executive Offices Schedule 4.14(g) Lockboxes; Bank Accounts Schedule 4.14(j) Securities Accounts Schedule 5.2 Incorporation/Organization/Qualification Schedule 5.3 Officers, Directors, Shareholders, Capitalization Schedule 5.5 XXXXX/Tax Returns Schedule 5.7 Corporate Names Schedule 5.8 O.S.H.A. and Cash Equivalents Environmental Compliance Schedule 2.1(b5.9(b) - Receivables Litigation Schedule 2.1(c) - Inventories 5.10 ERISA Plans Schedule 2.1(d) - Prepaid Items 5.11 Patents, Trademarks, Copyrights and Deposits Licenses Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - 5.15 Labor Contracts Schedule 2.1(j) - Leased Real Estate 5.22 Business Activities Schedule 2.4 - Liens 5.23 Locations Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment 5.25 Material Business Agreements Schedule 5.8(f) - Compliance with Laws 6.7 UK Pensions Regulator Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition 7.1 Sale of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives 7.2 Permitted Encumbrances Schedule 7.3 Permitted Guarantees Schedule 7.4 Permitted Investments Schedule 7.5 Extensions of Credit Schedule 7.8 Permitted Indebtedness All Exhibits to the Credit and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Security Agreement: Exhibit A - Escrow Closing Agenda Exhibit B Form of Revolving Note Exhibit C Form of Revolving Advance Request for Euro-Rate Loans Exhibit D Form of Borrowing Base Certificate Exhibit E Form of Compliance Certificate Exhibit F Form of Financial Condition Certificate Exhibit G-1 Form of Landlord Waiver Exhibit G-2 Form of Processor/Bailee Waiver Exhibit G-3 Form of Mortgagee Waiver Exhibit G-4 Form of Consignee Waiver Exhibit H Projections Exhibit I Form of Assignment and Assumption Exhibit J Form of Borrower Joinder Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's K Form of Guarantor Joinder Agreement This SECOND AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT (this “Agreement”), is dated as of December 1, 2011, by and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICESamong STONERIDGE, INC. ., an Ohio corporation (the "Seller"“Parent”), STONERIDGE ELECTRONICS, INC., a Florida corporationTexas corporation (“Electronics”), for good STONERIDGE CONTROL DEVICES, INC., a Massachusetts corporation (“Controls”), and valuable considerationsuch other Persons as are from time to time parties hereto as Borrowers, other Persons as are from time to time parties hereto, as Guarantors, the financial institutions which are now or which hereafter become a party to this Agreement (the “Lenders”), PNC BANK, NATIONAL ASSOCIATION, a national banking association (“PNC Bank”), as Lead Arranger, an Issuer (as hereinafter defined), Agent and collateral agent (the “Agent”). IN CONSIDERATION of the mutual covenants and undertakings herein contained, the receipt and sufficiency of which is are hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. the Loan Parties ("AVTEAM Sub"as hereinafter defined), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc.Lenders, the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all Issuer and singular, the Assets (other than the Excluded Assets) Agent hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.agree as follows:
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Samples: Credit and Security (Stoneridge Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a) Name -------- ---- Schedule 2.2.1 Consideration to Stockholders of Seller Section 3.3.1 - Cash Seller Disclosure Schedule List of Stockholders Section 3.3.2 - Seller Disclosure Schedule Outstanding Warrants and Cash Equivalents Options Section 3.8 - Seller Disclosure Schedule 2.1(b) Material Agreements Section 3.10 - Receivables Seller Disclosure Schedule 2.1(c) Accounts Section 3.11 - Inventories Seller Disclosure Schedule 2.1(d) No Breaches, Etc. Section 3.13 - Prepaid Items and Deposits Seller Disclosure Schedule 2.1(e) No Undisclosed Liabilities Section 3.14 - Fixed Assets Seller Disclosure Schedule 2.1(f) Customers Section 3.16 - Seller Disclosure Schedule Certain Changes Section 3.17.1 - Seller Disclosure Schedule Seller Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 Section 3.17.2 - Seller and Shareholder Required Consents Disclosure Schedule 5.5 Intellectual Property Infringement/Litigation Section 3.17.3 - Seller Financial Statements Disclosure Schedule 5.6(a) Intellectual Property Indemnification Agreements Section 3.18 - Liabilities Seller Disclosure Schedule Product Warranties and Obligations Returns Section 3.20 - Seller Disclosure Schedule 5.6(b) Personnel Section 3.23 - Warranties Seller Disclosure Schedule 5.7 Insurance Section 3.24 - Assigned or Pledged Accounts Receivable Seller Disclosure Schedule 5.8(a) Environmental Reports Section 3.25.3 - Employee Matters Seller Disclosure Schedule 5.8(b) Software Section 5.2.1 - Compensation Plans Seller Disclosure Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination Conduct of Employment Schedule Business Pending Closing Section 5.9 - Employee Benefit Plans Seller Disclosure Schedule 5.10 - Absence Seller Stockholders Party to Voting Agreement Exhibit Name ------- ---- Exhibit 2.2.4 Form of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale 5.9 Form of Voting Agreement Exhibit C - Purchaser's Representations 7.1.8 Form of Investment Representation Letter Exhibits 7.1.10 Form of Employment Agreement Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - 7.2.5 Form of Opinion of Bakex Xxxxxxxx & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Xxxxxxxx LLP
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LIST OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 2.1(a3.1(c) - Cash Company's Funded Indebtedness Schedule 4.1 Foreign Jurisdictions Where Company is Qualified to do Business Schedule 4.3 Company Subsidiaries Schedule 4.4 Government Approvals, Notice and Cash Equivalents Filings Schedule 2.1(b4.5(b) - Receivables Required Registrations, Consents, etc., with or to Governmental Authority Schedule 2.1(c4.5(c) - Inventories Required Consents, Waiver, etc., with or to Business Agreement Parties or Terminations of same Schedule 2.1(d4.6 Shareholder Ledger Schedule 4.7 Financial Statements Schedule 4.8 No Undisclosed Liabilities Schedule 4.9(a) - Prepaid Items Exceptions to Normal Course of Business Schedule 4.9(b) Major Transactions or Commitments Schedule 4.10 Exceptions to Tax Return Representations; Joint Venture, Partnerships, etc., in which Company is a party Schedule 4.12(b) Leases and Deposits Other Contracts Schedule 2.1(e4.12(e) - Fixed Leases in Excess of $10,000 Schedule 4.12(f) Assets Not Located on the Facilities Schedule 4.12(g) Exceptions to Fitness of Assets Schedule 2.1(f4.12(h) - Required Consents of Other Parties re Leases Schedule 4.13(a) Patents, Marks and Copyrights Schedule 4.13(b) Notices of Improper Use of Patents, Marks and Copyrights Schedule 4.13(c) Royalties and Exceptions to Exclusive Ownership re Intellectual Property Schedule 2.1(g4.13(d) - Other Proprietary Assets Material Restrictions on Use of Intellectual Property Schedule 2.1(h) - Supplies Schedule 2.1(i) - 4.15 Contracts Schedule 2.1(j4.16 Status of Contracts Schedule 4.17(a) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - 4.17(c) Exceptions to Employee Benefit Plans and Material Liabilities under ERISA Schedule 4.17(d) Reports and Disclosures to be filed with respect to Employee Benefit Plans Schedule 4.17(e) Payments Due with respect to Employee Benefit Plans Schedule 4.17(g) Pension Plans subject to Title IV of ERISA Schedule 4.17(h) Multiemployer Plan Schedule 4.17(i) Post Retirement Benefit Plans Schedule 4.17(j) Compliance with COBRA Schedule 4.17(k) Accelerations of Employee Benefit Plans Schedule 4.17(l) Unfunded Liabilities Under Pension Plan Schedule 4.17(m) Pending Employee Claims under Benefit Plans Schedule 4.18 Labor Matters Schedule 4.19 Environmental Matters Schedule 4.19(g) Hazardous Substances (Treatment and/or Storage) Schedule 4.20 Permits and Licenses Schedule 4.22 Related Party Agreements -v- Schedule 4.23 Employee Agreements Schedule 4.24 Litigation Schedule 4.25 Insurance Schedule 4.26 Product Liability and Recalls Schedule 4.29 Bank Accounts Schedule 4.30 Powers of Attorney, Guarantees Schedule 4.32 Absence of Certain Changes Business Practices Schedule 5.11 - Contracts 4.33 Corporate Records Schedule 5.14(b4.35 Dividends and Distributions since June 30, 2005 Schedule 4.36 Employees Schedule 5.3 Government Approval, Notice and Filing with respect to Parent Guaranty Schedule 5.4(b) - Condition Required Registrations, Consents, etc., with or to Governmental Authority with respect to Parent Guaranty Schedule 5.4(c) Required Consents, Waiver, etc., with or to Business Agreement Parties or Terminations of Assets same with respect to Parent Guaranty Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications 7.7 Allocation of Merger Consideration Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders 8.3 Required Consents EXHIBITS Exhibit A - Certificate of Merger Exhibit B Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Employment Agreement Exhibit D - Seller's Non-Competition and Shareholders' Representations Non-Solicitation Agreement Exhibit E - Executive Employment Agreements Exhibit F - Opinion Parent Guaranty AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of Bakex & XcKexxxx Exhibit G - Opinion of CohexAugust 26, Xxxxx xxx Hoffxxx2005, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM SubAutomatic Rain Company, AVTEAMa California corporation (the “Company”), Horizon Distributors, Inc., a Delaware corporation (“Buyer”), and the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxxshareholders of the Company that are signatories hereto (the “Shareholder Parties”). TO HAVE AND TO HOLD, all and singularBuyer, the Assets (other than Company and the Excluded Assets) hereby sold, and transferred Shareholder Parties are sometimes collectively referred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend as the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida“Parties.”
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LIST OF SCHEDULES AND EXHIBITS. iv LIST OF SCHEDULES AND EXHIBITS Exhibit 1 Definitions Schedule 2.1(aA Membership Interests Schedule 3(c)(iii) - Cash Allocation of Purchase Price Exhibit 3(e)(i)(E) Form of Opinion of Counsel to the Members Schedule 3(e)(i)(G) Estoppel Certificates Exhibit 3(e)(i)(I) Form of Non-Imputation Affidavit Exhibit 3(e)(ii)(D) Form of Opinion of Counsel to SFX Schedule 5(b) Performance of Agreements Schedule 7(a) Jurisdictions Qualified Schedule 7(b) Outstanding Securities and Cash Equivalents Commitments Schedule 2.1(b7(c) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items Crown Arena Organization Chart and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation 7(e) Violations, Conflicts and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a7(g) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a7(h) - Outstanding Financial Liabilities Schedule 7(i) Material Changes in Operations Schedule 7(k) Environmental Law Violations Schedule 7(k)(ii) Material Environmental Permits Schedule 7(l) Insurance Policies and Obligations Unresolved Claims Thereunder Schedule 5.6(b7(m) - Warranties Pending and Threatened Litigation Schedule 5.7 - Assigned or Pledged Accounts Receivable 7(n) Material Contracts Schedule 5.8(a7(o) - Employee Matters Compliance and Governmental Authorizations of the Companies Schedule 5.8(b7(p) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence 7(q) Employee Information Schedule 7(r) Tax Returns Not Filed Schedule 7(t) Exceptions to Title Schedule 7(v) Transactions with Affiliates Schedule 7(w) Real Property Schedule 9(c) Violations and Conflicts Schedule 9(e) Compliance and Governmental Authorizations of Certain Changes SFX Schedule 5.11 - Contracts 9(k) Documents Provided to SFX and Acquisition Sub Schedule 5.14(b12(e) - Condition Release of Assets Guaranties Schedule 5.15(e12(o) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Terminated
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Samples: Membership Interest Purchase Agreement (SFX Entertainment Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule1.1P – Permitted Encumbrances Schedule 2.1(a3.1 – Shares in Subsidiaries, Which Are Owned by Sellers Schedule 3.1 – Organization and Authority Schedule 3.3(a) - Cash and Cash Equivalents – Capital Structure Schedule 2.1(b3.3(a) - Receivables – Voting Trusts Schedule 2.1(c3.4(iii) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required – Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller 3.5 – Financial Statements Schedule 5.6(a3.7 – No Changes Schedule 3.7(n) - Liabilities – Dividends and Distributions Schedule 3.8(e) – Obligations to indemnify lenders for taxes Schedule 5.6(b3.9(b) - Warranties – Leased Real Property Schedule 5.7 - Assigned 3.9(c) – Owned Personal Property Schedule 3.9(d) – Leased Personal Property Schedule 3.9(f) – Condemnation Proceedings Schedule 3.10 – Litigation Schedule 3.11(b) – Permits Schedule 3.13(a)(i) – Intellectual Property Assets: Marks and Fictional Names Schedule 3.13(a)(ii) – Intellectual Property Assets: Internet Domain Names Schedule 3.13 (b)(ii) – Opposition or Pledged Accounts Receivable Cancellation Proceedings Schedule 5.8(a3.13(b)(iii) - Employee Matters – Rights in Intellectual Property: Intellectual Property Licenses (Licensee) Schedule 5.8(b3.13(b)(v) - Compensation Plans – Intellectual Property Employees Schedule 5.8(c3.14(a) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - – Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes 3.14(a) – Contributions Schedule 5.11 - 3.14(f) – Employees Schedule 3.16 – Bank Accounts Schedule 3.17 – Material Contracts Schedule 5.14(b3.19 – Insurance Policies and Claims Schedule 3.20 – Affiliate Transactions Schedule 5.3(a) - Condition of Assets – Consents under Contracts Schedule 5.15(e5.3(b) - Noncompliance with FAA Airworthiness Directives – Consents under Permits Schedule 5.4 – Operations Prior to Closing Date Schedule 6.4(a) – Dividend and Engine Manual Repair Specifications Distribution Plan Schedule 5.16 - Litigation 6.4 – Workers Compensation Claims Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i6.9(b) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders – Exceptions to Non-Compete Exhibit A - – Form of Employment Agreement Exhibit B – Deliverables under local law Exhibit C – Form of Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations – Form of Non-Disclosure Agreement Exhibit E - Executive Employment Agreements – Certain Resolutions of CMG Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. – Integration Plan Questionnaire STOCK PURCHASE AGREEMENT (the "Seller"“Agreement”), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all dated as of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement27th day of December, dated October ____2007, 1998 by and among AVTEAM Sub2050 CAPITAL GROUP INC., AVTEAMa Panama corporation, Inc.ABAX GROUP INC., a Panama corporation, GABINETE DE DISEÑO INDUSTRIAL INC., a Panama corporation, STAMFORD ONE GROUP LTD., a British Virgin Islands limited company, EO FINANCIAL GROUP INC., a Panama corporation, XXXX INVESTMENTS LTD., a British Virgin Islands limited company (“Xxxx”), CG INTERVENTURES INC., a Panama corporation, Xxxx Xxxxxx Xxxxxxxxx (“Xxxxxxxxx”), an individual, Xxxx Xxxxxx Xxxxxx (“Xxxxxx”), an individual, Xxxxxxx Xxxxx (“Xxxxx”), an individual, and Xxxxx Xxxxxx (“Caldas”), an individual (each, a “Seller” and collectively, the Seller“Sellers”), Jamex X. XxXxxxxxCMG CLASSIFIED MEDIA GROUP, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLDINC., all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by a company organized under the laws of the State Republic of FloridaPanama (“CMG”), and MERCADOLIBRE, INC., a Delaware corporation (“Buyer”).
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LIST OF SCHEDULES AND EXHIBITS. iv LIST OF SCHEDULES AND EXHIBITS Exhibit 1 Definitions Schedule 2.1(aA Shareholders Exhibit 3(e)(i)(E) - Cash Form of Opinion of Counsel to the Shareholders Exhibit 3(e)(i)(F) Form of Non-competition Agreement Schedule 3(e)(i)(G) Estoppel Certificates Exhibit 3(e)(i)(I) Form of Non-Imputation Affidavit Exhibit 3(e)(i)(J) Form of Lease Amendment Exhibit 3(e)(ii)(D) Form of Opinion of Counsel to SFX Exhibit 3(e)(ii)(F) Form of SFX Guarantee Schedule 7(a) Jurisdictions Qualified Schedule 7(b) Outstanding Securities and Cash Equivalents Commitments Schedule 2.1(b7(c) - Receivables Subsidiaries of GDT Schedule 2.1(c7(e) - Inventories Schedule 2.1(d) - Prepaid Items Violations, Conflicts and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a7(g) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a7(h) - Outstanding Financial Liabilities Schedule 7(i) Material Changes in Operations Schedule 7(k) Environmental Law Violations Schedule 7(k)(ii) Material Environmental Permits Schedule 7(l) Insurance Policies and Obligations Unresolved Claims Thereunder Schedule 5.6(b7(m) - Warranties Pending and Threatened Litigation Schedule 5.7 - Assigned or Pledged Accounts Receivable 7(n) Material Contracts Schedule 5.8(a7(o) - Employee Matters Compliance and Governmental Authorizations of GDT Schedule 5.8(b7(p) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence 7(q) Employee Information Schedule 7(r) Tax Returns Not Filed Schedule 7(t) Exceptions to Title Schedule 7(v) Transactions with Affiliates Schedule 7(w) Real Property Schedule 8(b) Noncontravention Schedule 9(c) Violations and Conflicts Schedule 9(e) Compliance and Governmental Authorizations of Certain Changes SFX Schedule 5.11 - Contracts 9(k) Documents Provided to SFX and Acquisition Sub Schedule 5.14(b12(e) - Condition Release of Assets Guarantees Schedule 5.15(e12(o) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.Terminated
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(aSCHEDULES SCHEDULE 1.01(b) - Cash — Knowledge of Seller SCHEDULE 1.01(d) — Parcel F Description SCHEDULE 1.01(e) — Permitted Liens SCHEDULE 1.01(f) — Material Contracts Requiring Consent for a Transfer SCHEDULE 1.01(g) — Total Current Assets SCHEDULE 1.01(h) — Total Current Liabilities SCHEDULE 2.01(b) — Contracts SCHEDULE 2.01(c) — Licenses, Permits, Certificates of Occupancy and Cash Equivalents Schedule 2.1(bRights Under Permits, Approvals, and Allocations Relating to the Real Property and the Operation thereof and Other Similar Documents SCHEDULE 2.01(i)(1) - Receivables Schedule 2.1(c— Innisbrook Real Property and Condo Property SCHEDULE 2.01(i)(2) - Inventories Schedule 2.1(d— Unit 115 in Building 28 of the Innisbrook Condominiums SCHEDULE 2.01(i)(3) - Prepaid Items — Parcel J-4 SCHEDULE 2.01(k) — Parcel Rights SCHEDULE 2.01(m) — Wall Springs Rights SCHEDULE 2.01(o) — Tangible Personal Property SCHEDULE 2.01(p) — Intangible Personal Property SCHEDULE 2.01(dd) — Acquired Plans SCHEDULE 2.02(f) — Personal Property owned by any Employee or any employee of Troon SCHEDULE 2.02(h) — Retained Assets SCHEDULE 2.05(c) — Allocation of Consideration SCHEDULE 2.07(c) — Closing Date Working Capital Statement SCHEDULE 2.08(a) — Restricted Access for Third Parties SCHEDULE 2.08(c) — Due Diligence Materials SCHEDULE 4.03 — Seller Governmental Authorizations and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Filings SCHEDULE 4.04 — Noncontravention SCHEDULE 4.06 — Seller Financial Statements Schedule 5.6(aSCHEDULE 4.07 — Seller Disclosed Liabilities SCHEDULE 4.08 — Material Contracts SCHEDULE 4.09 — Seller Litigation SCHEDULE 4.10(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - — Compliance with Laws Schedule 5.8(gSCHEDULE 4.10(b) - — Permits SCHEDULE 4.11(a) — Real Property SCHEDULE 4.11(b) — Leases SCHEDULE 4.11(g) — Tax Reduction Proceedings SCHEDULE 4.12(a) — Intellectual Property SCHEDULE 4.12(b) — Proprietary Software SCHEDULE 4.12(c) — License Agreements SCHEDULE 4.14 — Employees SCHEDULE 4.14(a) — Terminated Employees SCHEDULE 4.15(a) — Plans SCHEDULE 4.15(e) — Multi-Employer Plans SCHEDULE 4.16 — Environmental Matters SCHEDULE 4.16(e) — Location of Hazardous Substances and Underground Storage Tanks SCHEDULE 4.17 — Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - SCHEDULE 4.18 — Tax Matters Schedule 6.3(iSCHEDULE 4.20 — Insurance SCHEDULE 4.23 — Suppliers SCHEDULE 6.01(b) - Bonuses — Transition Capital Expenditures SCHEDULE 10.02(i) — Buyer’s Required Consents SCHEDULE 10.03(f) — Seller’s Required Consents EXHIBITS EXHIBIT 1.01(a) — Troon Estoppel Certificate EXHIBIT 4.24 — Vested Rights Agreement EXHIBIT 6.01 — Form of Innisbrook 2007 Rental Pool Annual Lease Agreement EXHIBIT 10.02(b) — Form of Officer’s Certificate of Seller and Dividends Schedule 6.3(iiGeneral Partner of Parent EXHIBIT 10.02(c) - Securities Matters Schedule 6.3(vii— Form of Xxxx of Sale EXHIBIT 10.02(d) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's — Form of Assignment and Shareholders' Representations Exhibit E - Executive Employment Assumption Agreements Exhibit F - Opinion EXHIBIT 10.02(e) — Form of Bakex & XcKexxxx Exhibit G - Opinion Deeds EXHIBIT 10.02(f) — Form of CohexLease Agreements EXHIBIT 10.02(h) — Form of 1445 Certificate EXHIBIT 10.03(b) — Form of Officer’s Certificate of Buyer ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of June 25, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. 2007 (the "Seller"“Execution Date”), by and among (1) (i) Golf Trust of America, Inc., a Maryland corporation (“GTA”), (ii) GTA-IB, LLC, a Florida corporationlimited liability company (“Seller”), for good (iii) Golf Trust of America, L.P., a Delaware limited partnership and valuable considerationthe indirect parent of Seller (“Parent”), the receipt and sufficiency of which is hereby acknowledged(iv) GTA-IB Golf Resort, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub")LLC, a Florida corporationlimited liability company (“Holding Company”), its successors (v) GTA-IB Condominium, LLC, a Florida limited liability company (“Condo Owner”), and assigns(vi) GTA-IB Management, all LLC, a Florida limited liability company (“Management Company”, and (i) through (vi) together the “Seller Entities”), and (2) (i) Salamander Innisbrook Securities, LLC, a Florida limited liability company (“SIS”), (ii) Salamander Innisbrook Condominium, LLC, a Florida limited liability company (“SIC”), and (iii) Salamander Innisbrook, LLC, a Florida limited liability company (“SI”, and together with SIS and SIC, “Buyer”). THE PARTIES ENTER INTO THIS AGREEMENT on the basis of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreementfollowing facts, dated October ____, 1998 by intentions and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.understandings:
Appears in 1 contract
Samples: Asset Purchase Agreement (Golf Trust of America Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.5(c) – Leased Vehicles Schedule 1.5(d) – Leased Computer Equipment Schedule 1.6(b)-A – Adjustments to Closing Date Net Working Capital Schedule 1.6(b)-B – Example of Closing Date Net Working Capital Schedule 1.6(b)-C – Accepted Adjustments to Base Working Capital Schedule 1.6(c)(i) – Non-Billing Units Schedule 2.1(a) - Cash – Company’s Organization and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Qualification Schedule 2.1(e) - Fixed Assets – Officers and Directors of the Company Schedule 2.1(f2.2 – Company’s Capitalization Schedule 2.5 – Violations/Conflicts Schedule 2.6 – Consents and Approvals Schedule 2.7(a) - – Historical Company Financial Statements Schedule 2.7(b) – Interim Company Financial Statements Schedule 2.8 – Absence of Changes Schedule 2.9 – Litigation Schedule 2.11 – Tax Matters Schedule 2.13 – Employment Matters Schedule 2.14(a) – Included Intellectual Property Schedule 2.1(g2.14(b) - Other Proprietary – Retained Intellectual Property Schedule 2.14(d) — Infringement of Intellectual Property Schedule 2.15 – Environmental Compliance Schedule 2.16 – Title to Properties Schedule 2.17(a) – Insurance – List of Policies Schedule 2.18 – Licenses and Permits Schedule 2.19 – Agreements, Contracts and Commitments Schedule 2.20 – Warranties Schedule 2.20(c) – MTI Transmitter Systems Schedule 2.20(d) – Billing Meters Reading “Zero” Schedule 2.22 – Material Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged 2.24 – Accounts Receivable Schedule 5.8(a2.25(a) - Employee Matters – Inventories Schedule 5.8(b2.25(b) - Compensation Plans – Replacement Transmitters Schedule 5.8(c2.26 – No Undisclosed Liabilities Schedule 2.27(a) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - – Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes 2.29 – Customers and Suppliers Schedule 5.11 - Contracts 2.30 – Brokers Schedule 5.14(b2.31 – Bank Accounts Schedule 5.8(a)-1 – Employment Agreement (Xxxx Xxxxx) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications 5.8(a)-2 – Purchaser Commission Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibits Exhibit A - – Form of Closing Statement Exhibit B – Form of Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT A FORM OF CLOSING STATEMENT [SEE ATTACHED] EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.FORM OF ESCROW AGREEMENT
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.2(g)(i) - Cash and Cash Equivalents Seller’s Knowledgeable Persons Schedule 2.1(b1.2(g)(ii) - Receivables Buyer’s Knowledgeable Persons Schedule 2.1(c2.l(a) - Inventories Real Property Schedule 2.l(c) Current Assets Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Non-Current Assets Schedule 2.1(h) - Supplies Intellectual Properties and Information Systems Schedule 2.1(i2.2(a) - Seller’s Retained Records Schedule 2.2(d) Seller Retained Assets Schedule 2.2(h) Other Excluded Assets Schedule 2.2(i) Provider Numbers Schedule 2.3(a) Current Liabilities Schedule 2.3(b) Assumed Long-Term Liabilities Schedule 2.3(g) Detroit Receiving Hospital and University Health Center Scheduled 2.5 Example Calculation of the Purchase Price as of April 30, 2010 Schedule 2.5(a)(i) Long-Term Indebtedness Schedule 2.6 Allocation of Purchase Price Schedule 3.1 Licenses in Foreign Jurisdictions Schedule 3.2 Conflicts with Contracts Schedule 2.1(j3.4(a) - Leased Real Estate Third Party Rights Schedule 2.4 - Liens 3.4(b) Ownership Interests Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller 3.6 Financial Statements Schedule 5.6(a) - Liabilities and Obligations 3.7 Operation of the Hospital Business Schedule 5.6(b) - Warranties 3.8 Recent Activities Schedule 5.7 - Assigned or Pledged 3.9 Encumbrances on Accounts Receivable Schedule 5.8(a) - Employee 3.10 Equipment Schedule 3.11 Personal Property Encumbrances Schedule 3.12 Real Property Encumbrances Schedule 3.13 Environmental Matters Schedule 5.8(b3.15 Insurance Schedule 3.16 Permits, Licenses and Accreditations Schedule 3.18 The Assumed Contracts Schedule 3.19 Exceptions to Representations Regarding the Assumed Contracts Schedule 3.20(a) - Compensation Plans Schedule 5.8(c) - Employment Agreements and Severance Agreements Schedule 5.8(f3.20(b) - Compliance with Laws Collective Bargaining Agreements Schedule 5.8(g3.20(c) - Labor Matters Employee Classification Schedule 5.8(h) - Termination of Employment Schedule 5.9 - 3.21 Seller’s Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts 3.21(e) Employee Payments Schedule 5.14(b3.21(h) - Condition of PBGC Communications Schedule 3.23 Taxes Schedule 3.24 Medical Staff; Physician Relations Schedule 3.25 Restrictions on Assets Schedule 5.15(e3.26 Brokers and Finders Schedule 4.6 Litigation and Proceedings Schedule 5.1 Exceptions to Seller’s Operations Schedule 5.2 Exceptions to Seller’s Negative Covenants Schedule 5.2(b) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Permitted Seller Employment Offers Schedule 5.16 - Litigation 6.3(a) Non-Active Employees Schedule 5.17 - Environmental Matters 9.5(b) Seller’s Budgeted EBITDA Schedule 5.18 - Banks 11.2 Noncompetition Exceptions Schedule 5.19 - Suppliers and Customers 12.2 Seller’s Charity Care Policies Schedule 5.25 - Government Inquiries 12.3 Core Services Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - 12.4 Capital Expenditures Schedule 12.2 - Expenses Borne by the Shareholders 12.12 Seller’s Supplier Diversity Program Schedule 12.17 Agreed Upon Procedures EXHIBITS Exhibit A - Escrow Agreement Warrant Certificate Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's Note PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT is made and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion entered into effective as of Bakex & XcKexxxx Exhibit G - Opinion of CohexJune 10, Xxxxx xxx Hoffxxx2010 (the “Effective Date”), X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTSby and among THE DETROIT MEDICAL CENTER, that the undersigneda Michigan nonprofit corporation (“DMC”), M&M AIRCRAFT XXXXXX-XXXXXX HOSPITAL, a Michigan nonprofit corporation (“HHH”), DETROIT RECEIVING HOSPITAL AND UNIVERSITY HEALTH CENTER, a Michigan nonprofit corporation (“DRH”), CHILDREN’S HOSPITAL OF MICHIGAN, a Michigan nonprofit corporation (“CHM”), REHABILITATION INSTITUTE, INC., a Michigan nonprofit corporation (“RIM”), SINAI HOSPITAL OF GREATER DETROIT, a Michigan nonprofit corporation (“SHGD”), HURON VALLEY HOSPITAL, INC., a Michigan nonprofit corporation (“HVH”), DETROIT MEDICAL CENTER COOPERATIVE SERVICES, a Michigan nonprofit corporation (“DMCCS”), DMC ORTHOPEDIC BILLING ASSOCIATES, LLC, a Michigan limited liability company (“DMCOBA”), METRO TPA SERVICES, INC. ., a Michigan corporation (the "Seller"“MTPAS”), MICHIGAN MOBILE PET CT, LLC, a Florida Michigan limited liability company (“MMPET”) (DMC, HHH, DRH, CHM, RIM, SHGD, HVH, DMCCS, DMCOBA, MTPAS and MMPET are referred to herein individually as a “Seller” or collectively, as “Seller”), VHS OF MICHIGAN, INC., a Delaware corporation (“VHS of Michigan”), VHS XXXXXX-XXXXXX HOSPITAL, INC., a Delaware corporation (“VHS HHH”), VHS DETROIT RECEIVING HOSPITAL, INC., a Delaware corporation (“VHS DRH”), VHS CHILDREN’S HOSPITAL OF MICHIGAN, INC., a Delaware corporation, for good (“VHS CH”), VHS REHABILITATION INSTITUTE OF MICHIGAN, INC., a Delaware corporation (“VHS RI”), VHS SINAI-GRACE HOSPITAL, INC., a Delaware corporation (“VHS SGR”), VHS HURON VALLEY-SINAI HOSPITAL, INC., a Delaware corporation (“VHS HV”), VHS DETROIT BUSINESSES, INC., a Delaware corporation (“VHS DB”), VHS DETROIT VENTURES, INC., a Delaware corporation (“VHS JV”) (VHS of Michigan, VHS HHH, VHS DRH, VHS CH, VHS RI, VHS SGR, VHS HV, VHS DB and valuable considerationVHS JV are referred to herein individually as a “Buyer” or collectively, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sellas “Buyer”), and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub")VANGUARD HEALTH SYSTEMS, INC., a Florida corporation, its successors and assigns, all of the Assets Delaware corporation (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida“Vanguard”).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Vanguard Health Systems Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.5 Directors and Officers after the Merger Schedule 2.5 Capitalization of Parent Schedule 2.11 Employees of the Company Schedule 2.12 Tax Free Reorganization Letter Schedule 3.1 Foreign Corporation Jurisdictions of the Company Schedule 3.4 Capitalization of the Company Schedule 3.5 Stockholders of the Company Schedule 3.6 No Violation Schedule 3.8 Subsidiaries Schedule 3.9 Financial Statements Schedule 3.11(a) - Cash and Cash Equivalents Indebtedness of the Company Schedule 2.1(b3.11(b) - Receivables Deposit Accounts of the Company Schedule 2.1(c) - Inventories 3.12 Litigation Schedule 2.1(d) - Prepaid Items and Deposits 3.13 Environmental Matters Schedule 2.1(e) - Fixed Assets Schedule 2.1(f) - Intellectual Property Schedule 2.1(g) - Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased 3.14 Real Estate Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a) - Articles of Incorporation and Bylaws Schedule 5.3 - Seller and Shareholder Required Consents Schedule 5.5 - Seller Financial Statements Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged Accounts Receivable Schedule 5.8(a) - Employee Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - 3.16 Compliance with Laws Schedule 5.8(g) - 3.17 Labor and Employment Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - 3.18 Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes 3.18(b) Compliance with Laws-- Employee Benefit Plans Schedule 5.11 - 3.19 Insurance Coverage Schedule 3.22 Licenses and Permits Schedule 3.23 Affiliated Transactions Schedule 3.24 Intellectual Property Schedule 3.25 Material Contracts Schedule 5.14(b3.27 Non-Accredited Investors Schedule 3.29 Pooling Restrictions Schedule 5.12A Employment Agreement of Stewxxx Xxxedule 5.12B Employment Agreement of Lipton Schedule 5.18(A) - Condition Ratification of Assets Escrow Agreement Schedule 5.15(e5.18(B) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Execution of Tax Letter Agreement Schedule 5.16 - Litigation 6.4 Matters on Opinion Letter from the Company's Counsel for Parent Schedule 5.17 - Environmental 6.8 Form of Affiliate Letter Schedule 6.14 Resignations Schedule 7.6 Matters on Opinion Letter from Parent's Counsel for Stockholders Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders 7.7 Affiliate Loan Exhibit A - Escrow Agreement Allocation of Aggregate Consideration Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion Form of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Escrow Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.
Appears in 1 contract
Samples: 1 Agreement (Advance Paradigm Inc)
LIST OF SCHEDULES AND EXHIBITS. Schedule 2.1(a1.1(a) - Cash and Cash Equivalents Schedule 2.1(b) - Receivables Schedule 2.1(c) - Inventories Schedule 2.1(d) - Prepaid Items and Deposits Schedule 2.1(e) - Fixed Assets Schedule 2.1(f1.1(f) - Intellectual Property Licenses and Permits Schedule 2.1(g1.1(g) - Deposits and Other Proprietary Assets Schedule 2.1(h) - Supplies Schedule 2.1(i) - Contracts Schedule 2.1(j) - Leased Real Estate Rights Schedule 2.4 - Liens Estimated Closing Balance Sheet Schedule 2.4-A Purchase Price Adjustments Schedule 3.2 Key Employees Schedule 4.1 - Articles of Incorporation States in which Seller is Qualified to do business Schedule 4.2 Seller's Directors and Bylaws of AVTEAM Officers Schedule 4.3 - Purchaser Required Exceptions to Title Schedule 4.4 Consents Schedule 5.1(a) - Articles of Incorporation 4.8 Financial Information Schedule 4.9 Purchased Assets owned or held by Persons other than Seller Schedule 4.11A Trade Payables and Bylaws Accrued Expenses Schedule 5.3 - Seller 4.11B Other Debts, Obligations, Guaranties and Shareholder Required Consents Liabilities Schedule 5.5 - Seller Financial Statements 4.12 Tax Matters Schedule 5.6(a) - Liabilities and Obligations Schedule 5.6(b) - Warranties Schedule 5.7 - Assigned or Pledged 4.14 Accounts Receivable Schedule 5.8(a) - Employee 4.15 Material Contracts Schedule 4.15A Descriptions of oral Material Contracts Schedule 4.15B Breaches or Defaults of Material Contracts Schedule 4.16 Material Leases Schedule 4.17 Clients and Primary Clients Schedule 4.18 Employees and Consultants Schedule 4.19 Intellectual Property Assets Schedule 4.20 Internet Presence Schedule 4.21 Year 2000 Compliance Schedule 4.22 Benefit Plans and List of Accrued Vacation Obligations Schedule 4.24 Litigation Schedule 4.25 Insurance Schedule 4.26 Immigration Matters Schedule 5.8(b) - Compensation Plans Schedule 5.8(c) - Employment Agreements Schedule 5.8(f) - Compliance with Laws Schedule 5.8(g) - Labor Matters Schedule 5.8(h) - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain 4.28 Material Changes Schedule 5.11 - Contracts 4.29 Certain Arrangements Schedule 5.14(b4.30 Bank Accounts Exhibit 1.3(a) - Condition Form of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Exhibit A - Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations 1.3(b) Form of Assignment and Assumption Agreement Exhibit D - 2.3 Indemnity Escrow Agreement Exhibit 3.2 Form of Employee Agreement Exhibits 3.4 Form of Noncompetition Agreement Exhibit 7.5(h) Form of Opinion of Seller's, Shareholder's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - Opinion of Bakex & XcKexxxx Exhibit G - Opinion of Cohex, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. (the "Seller"), a Florida corporation, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAM, Inc., the Seller, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singular, the Assets (other than the Excluded Assets) hereby sold, and transferred to AVTEAM Sub, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws of the State of Florida.EPS's Counsel
Appears in 1 contract
LIST OF SCHEDULES AND EXHIBITS. Disclosure Schedules Schedule 2.1(a5.1(a) - Cash and Cash Equivalents Foreign Qualifications Schedule 2.1(b5.1(c) - Receivables Authority Schedule 2.1(c5.2(a) - Inventories Company Shareholders Schedule 2.1(d5.2(e) - Prepaid Items and Deposits Company Stock Options Schedule 2.1(e5.2(f) - Fixed Assets Agreements Relating to Company Equity Schedule 2.1(f5.2(g) - Intellectual Property Shareholder Agreements Schedule 2.1(g5.2(j) - Other Proprietary Assets Accrued Dividends Schedule 2.1(h) 5.3 - Supplies Subsidiaries Schedule 2.1(i) 5.4 - Contracts Financial Statements Schedule 2.1(j5.5 - Undisclosed Liabilities Schedule 5.6 - Operations Since the Balance Sheet Date Schedule 5.7 - Taxes Schedule 5.8 - Governmental Permits Schedule 5.9(a) - Leased Real Estate Property Schedule 2.4 - Liens Schedule 4.1 - Articles of Incorporation and Bylaws of AVTEAM Schedule 4.3 - Purchaser Required Consents Schedule 5.1(a5.9(b) - Articles of Incorporation and Bylaws Owned Real Property Schedule 5.3 5.10 - Seller and Shareholder Required Consents Personal Property Leases Schedule 5.5 - Seller Financial Statements Schedule 5.6(a5.11(a) - List of Certain Intellectual Property Schedule 5.11(b) - List of Software Schedule 5.11(c) - List of Intellectual Property Agreements Schedule 5.11(d) - Right, Title and Interests in Intellectual Property Schedule 5.11(e) - Validity and Enforceability of Intellectual Property Schedule 5.11(f) - Challenge to Intellectual Property Rights Schedule 5.11(g) - Owned Software Schedule 5.11(h) - Operation of Owned Software Schedule 5.11(i) - Exceptions to Work-for-Hire and Assignment Agreements Schedule 5.11(j) - Ownership Rights Granted Schedule 5.12 - Title to Property Schedule 5.13 - Violation, Litigation or Regulatory Actions Schedule 5.14 - Contracts Schedule 5.15 - Status of Contracts Schedule 5.16 - Insurance Schedule 5.17(a) - Company Plans Schedule 5.17(b) - Company Plan Compliance Schedule 5.17(g) - Compensation Agreements Schedule 5.17(h) - Parachute Payments Schedule 5.17(i) - Employees Schedule 5.19 - Employee Relations Schedule 5.20 - Customers and Suppliers Schedule 5.21 - Availability of Assets Schedule 5.22 - Doubtful Accounts Schedule 5.23 - Product Liabilities and Obligations Schedule 5.6(b) 5.24 - Affiliated Transactions Schedule 5.25 - Warranties Schedule 5.7 5.26 - Assigned or Pledged Accounts Receivable Certain Business Practices and Regulations Schedule 5.8(a5.29 - Takeover Statutes and Charter Provisions Schedule 5.32(a) - Employee Matters Acquisition Agreements Schedule 5.8(b5.32(b) - Compensation Plans Indemnification Claims Other Schedules Schedule 5.8(c2.5 - Shareholder Escrow Percentages Schedule 4.5(g) - Company Officers to Resign Schedule 4.5(h) - Agreements to Be Terminated Schedule 6.2(c) - No Conflicts of Parent Schedule 7.6 - Conduct of Business Prior to the Effective Time Schedule 8.4 - Company Employees to Execute Employment Agreements; Certain Provisions of Employment Agreements Schedule 5.8(f) 9.5 - Compliance with Laws Necessary Consents Schedule 5.8(g) 9.9 - Labor Matters Key Employees Schedule 5.8(h) 9.15 - Termination of Employment Schedule 5.9 - Employee Benefit Plans Schedule 5.10 - Absence of Certain Changes Schedule 5.11 - Contracts Schedule 5.14(b) - Condition of Assets Schedule 5.15(e) - Noncompliance with FAA Airworthiness Directives Company Employees to Execute Noncompetition, Nonsolicitation and Engine Manual Repair Specifications Schedule 5.16 - Litigation Schedule 5.17 - Environmental Matters Schedule 5.18 - Banks Schedule 5.19 - Suppliers and Customers Schedule 5.25 - Government Inquiries Schedule 5.27 - Tax Matters Schedule 6.3(i) - Bonuses and Dividends Schedule 6.3(ii) - Securities Matters Schedule 6.3(vii) - Expenditures Schedule 12.2 - Expenses Borne by the Shareholders Stock Sale Forbearance Agreements Exhibits Exhibit A - Form of Indemnification Agreement Exhibit B Significant Shareholders That Have Executed Noncompetition, Nonsolicitation and Stock Sale Forbearance Agreements Exhibit C Form of Noncompetition, Nonsolicitation and Stock Sale Forbearance Agreement Exhibit D Form of Transmittal Letter Exhibit E Form of Opinion of Counsel to Parent and Sub Exhibit F Form of Escrow Agreement Exhibit B - Bill xx Sale Exhibit C - Purchaser's Representations Exhibit D - Seller's and Shareholders' Representations Exhibit E - Executive Employment Agreements Exhibit F - G Form of Opinion of Bakex & XcKexxxx Counsel to the Company Exhibit G - Opinion H Debt Commitment Letters Exhibit I Form of CohexNorth Carolina Application, Xxxxx xxx Hoffxxx, X.A. EXHIBIT B BILL XX SALE KNOW ALL MEN BY THESE PRESENTS, that the undersigned, M&M AIRCRAFT SERVICES, INC. Including Form of Approval Order Exhibit J Significant Shareholder Applicable Percentages AGREEMENT OF MERGER AGREEMENT OF MERGER (the "Seller"this “Agreement”), a Florida corporationdated as of January 18, for good and valuable consideration2006, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain, sell, and transfer to AVTEAM ENGINE REPAIR CORP. ("AVTEAM Sub"), a Florida corporation, its successors and assigns, all of the Assets (other than the Excluded Assets) as such terms are defined in the Asset Purchase Agreement, dated October ____, 1998 by and among AVTEAM Sub, AVTEAMAllscripts Healthcare Solutions, Inc., a Delaware corporation (“Parent”), Quattro Merger Sub Corp., a North Carolina corporation (“Sub”), A4 Health Systems, Inc., a North Carolina corporation (the Seller“Company” and, Jamex X. XxXxxxxx, Xxon Xxxxx xxx Mark Xxxxxxxxxx. TO HAVE AND TO HOLD, all and singulartogether with Sub, the Assets (other than the Excluded Assets) hereby sold“Constituent Corporations”), and transferred to AVTEAM SubXxxx X. XxXxxxxxx, its successors and assigns, to and for its own use and benefit forever. Seller hereby binds itself, its successors and assigns, to warrant and defend the title to all the Assets (other than the Excluded Assets) unto AVTEAM Sub, its successors and assigns, against every person whomsoever lawfully claiming or to claim the Assets (other than the Excluded Assets) or any part thereof. This instrument shall be binding upon the Seller, its successors and assigns, and shall inure to the benefit of AVTEAM Sub and its successors and assigns. This Bill xx Sale shall be governed by the laws as representative of the State of FloridaShareholders (the “Shareholder Representative”).
Appears in 1 contract
Samples: Agreement of Merger (Allscripts Healthcare Solutions Inc)
