Schedule and Exhibits. Schedule 1.01(A) Lenders’ Commitments Schedule 1.01(B) Earnouts Schedule 6.01(e) Capitalization; Subsidiaries Schedule 6.01(f) Litigation; Commercial Tort Claims Schedule 6.01(i) ERISA Schedule 6.01(l) Nature of Business Schedule 6.01(o) Real Property and Facilities Schedule 6.01(q) Franchise Matters Schedule 6.01(r) Environmental Matters Schedule 6.01(s) Insurance Schedule 6.01(v) Bank Accounts Schedule 6.01(w) Intellectual Property Schedule 6.01(x) Material Contracts Schedule 6.01(dd) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of Business; Chief Executive Office; FEIN Schedule 6.01(ee) Collateral Locations Schedule 7.01(s) Post-Closing Obligations Schedule 7.02(a) Existing Liens Schedule 7.02(b) Existing Indebtedness Schedule 7.02(c) Capitalized Lease Obligations Schedule 7.02(e) Existing Investments Schedule 7.02(e)(xx) Franchisee Loan Parameters Schedule 7.02(j) Transactions with Affiliates Schedule 7.02(k) Limitations on Dividends and Other Payment Restrictions Schedule 8.01 Cash Management Banks/Cash Management Accounts Exhibit A Form of Joinder Agreement Exhibit B Form of Notice of Borrowing Exhibit C Form of SOFR Notice Exhibit D Form of Assignment and Acceptance Exhibit E Form of Compliance Certificate Exhibit F Form of Franchise Report Exhibit G Form of U.S. Tax Compliance Certificate #97100791v3 FINANCING AGREEMENT Financing Agreement, dated as of April 19, 2021, by and among Xponential Intermediate Holdings, LLC, a Delaware limited liability company (the “Parent”), Xponential Fitness LLC, a Delaware limited liability company (“XF”), each Subsidiary (as hereinafter defined) of Parent listed as a “Borrower” on the signature pages hereto (together with XF and each other Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each other Subsidiary of Parent listed as a “Guarantor” on the signature pages hereto (together with Parent and each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder or otherwise guaranties all or any part of the Obligations (as hereinafter defined), each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Wilmington Trust, National Association (“Wilmington Trust”), as collateral agent for the Lenders (in such capacity, together with its successors and assigns, the “Collateral Agent”) and Wilmingto...
Schedule and Exhibits. All Schedules and Exhibits referred to herein are intended to be and hereby are specifically made a part of this Agreement.
Schedule and Exhibits. The schedules and exhibits attached hereto shall be deemed to be incorporated by reference to this Agreement as if fully set forth herein.
Schedule and Exhibits. The following schedule and exhibits are made a part hereof, with the same force and effect as if specifically set forth herein: Schedule 1 - Due Diligence Materials Exhibit A - Legal Description Exhibit B - Schedule of Lease Documents Exhibit B-1 - Outstanding Tenant Improvement Allowances; Incomplete Tenant Improvements Exhibit B-2 - Outstanding Broker Commissions Exhibit C - Schedule of Permits and Licenses Exhibit D - Schedule of Service Contracts Exhibit E - Schedule of Warranties Exhibit F - Form of Xxxxxxx Money Escrow Agreement Exhibit G - Permitted Encumbrances Exhibit H - Form of Tenant Estoppel Certificate Exhibit I - Form of Special Warranty Deed Exhibit J - Form of Assignment and Assumption of Lease Exhibit K - Form of Assignment and Assumption of Contracts and Project Documents Exhibit L - List of Environmental Reports Exhibit M - Schedule of 3-14 Audit Documents
Schedule and Exhibits. SiTech and the Members shall have completed and attached hereto all updated Schedules and Exhibits required by this Agreement within five (5) business days prior to the Closing Date, and all such Schedules and Exhibits shall be acceptable to Mentor, in its sole discretion.
Schedule and Exhibits. All schedules and exhibits attached to this Agreement are hereby incorporated into this Agreement as an integral part hereof as fully as if the same had been recited herein in their entirety.
Schedule and Exhibits. The Loan Agreement is hereby amended by amending Schedules A and B and Exhibits 1B, 3A and 6A to the Loan Agreement in their entirety to read in the forms of Schedules A and B and Exhibits 1B, 3A and 6A to this Amendment.
Schedule and Exhibits. The following schedules and exhibits are hereby incorporated into this Agreement: Exhibit A - Legal Description of Land Exhibit B - Special Warranty Deed Exhibit C - Xxxx of Sale Exhibit D - Assignment and Assumption of Leases and Contracts Exhibit E - Non-Foreign Affidavit Exhibit F - Rent Roll Exhibit G - Personal Property Exhibit H - List of Contracts Exhibit I - Litigation Exhibit J - Assignment and Assumption of Purchase and Sale Agreement Exhibit K - Allocation of Purchase Price [Signature pages follow.] EXECUTED to be effective as of the Effective Date. APARTMENT PURCHASER: HGIT 5353 Xxxxxx XX, a Texas limited partnership By: HGIT 5353 Xxxxxx XX, LLC, a Texas limited liability company its general partner By: Name: Title: VACANT LAND PURCHASER: HGIT 5353 Fannin Lot Parcel, Inc., a Delaware corporation By: Name: Title: [Purchaser to initial Sections 10 and 11] SELLER: GRAYCO LUI MUSEUM INVESTMENT 2006 LP, a Texas limited partnership By: Grayco Museum GP LLC, a Texas limited liability company By: Name: Its: GRAYCO LUI MUSEUM INVESTMENT II LP, a Texas limited partnership By: Grayco Museum GP LLC, a Texas limited liability company By: Name: Its: [Seller to initial Sections 10 and 11] TITLE COMPANY: Receipt of $____________________ Xxxxxxx Money is acknowledged in the form of ______________________. Title Company agrees to hold the Xxxxxxx Money in accordance with the terms of this Agreement. TITLE HOUSTON HOLDINGS By: Name: Title: Date: EXHIBIT A to Purchase and Sale Agreement LEGAL DESCRIPTION OF LAND Apartment Parcel: All of Unrestricted Reserve A, Museum Place, according to the map or plat filed of record under Film Code No. 619071, Map Records of Xxxxxx County, Texas Vacant Parcel: DESCRIPTION OF A 0.3587 ACRE TRACT OF LAND SITUATED IN THE OBEDIANCE XXXXX SURVEY, ABSTRACT 696 AND THE X. XXXXXXX SURVEY, ABSTRACT 000, XXXX XX XXXXXXX, XXXXXX XXXXXX, TEXAS; Being a 0.3587 acre tract of land, being all of Lots 9and 10, and the West ½ of Lot 11 and the northerly ½ of Xxx 0 xx Xxxxx 0,xx XxxXxxxxx and XxXxxxxx’x Southmore Addition, Section 2, an addition in Xxxxxx County , Texas, according to the map or plat thereof recorded in Volume 5, Page 13, of the Map Records of Xxxxxx County, Texas same being a portion of the land described in a Deed recorded under Xxxxxx County Clerk’s file N530022, said 0.3587 acre tract of land being more particularly described as follows: BEGINNING at a 5/8-inch iron rod with cap stamped “Xxxxx & Gay” found marking the north cor...
Schedule and Exhibits. The following schedules and exhibits are hereby incorporated into this Agreement: Exhibit A - Legal Description of Land Exhibit B - Special Warranty Deed Exhibit C - Xxxx of Sale Exhibit D - Due Diligence Materials Exhibit E - Non-Foreign Affidavit [Signature pages follow.] EXECUTED to be effective as of the Effective Date. PURCHASER: City of Xxxxxxxx, a Washington municipal corporation By: , a , its By: Name: Title: Date: SELLER: MEPT Kirkland Flex LLC, a Delaware limited liability company By: NEWTOWER TRUST COMPANY, as trustee of the NewTower Trust Company Multi- Employer Property Trust, its sole member By: Name: Xxxxxxx X. Xxxxxxxx Title: President TITLE COMPANY: Receipt of $ Xxxxxxx Money is acknowledged in the form of . Title Company agrees to hold the Xxxxxxx Money in accordance with the terms of this Agreement. By: Xxxxxxx Title Insurance Company By: Name: Title: Date: EXHIBIT A to Purchase and Sale Agreement LEGAL DESCRIPTION OF LAND Xxx 00, Xxxxxxxx 000 Corporate Center, a binding site plan, according to the plat thereof recorded in Volume 154 of Plats, page 58 through 64, records of King County, Washington Situate in the County of King, State of Washington EXHIBIT B to Purchase and Sale Agreement
Schedule and Exhibits. Schedules and Exhibits to this Agreement (and any references to any part or parts of them) shall, in each instance, include the Schedules or Exhibits (as the case may be) attached hereto as well as any amendments thereto (in each such case). All such Schedules and Exhibits shall be deemed an integral part hereof and are incorporated herein by reference.
