SCHEDULES Schedule. A Forms of Annuity Which May Be Purchased. . . . A-100 Schedule B Life - Payment Certain Annuity . . . . . . . . S-100 Schedule C Life - Contingent Annuity. . . . . . . . . . . S-100 Schedule D Payment Certain Annuity. . . . . . . . . . . . S-100
SCHEDULES Schedule. I List and Location of Each Originator Schedule II Location of Books and Records of Originators Schedule III Trade Names Schedule IV Notice Addresses EXHIBITS Exhibit A Form of Purchase Report Exhibit B Form of Subordinated Note Exhibit C Form of Joinder Agreement
1. The Buyer is a special purpose limited liability company, all of the issued and outstanding membership interests of which are owned by Xxxxxx (“Contributing Originator”).
2. The Originators generate Receivables in the ordinary course of their businesses.
3. The Originators wish to sell and/or, in the case of the Contributing Originator, contribute Receivables and the Related Rights to the Buyer, and the Buyer is willing to purchase and/or accept such Receivables and the Related Rights from the Originators, on the terms and subject to the conditions set forth herein.
4. The Originators and the Buyer intend each such transaction to be a true sale and/or, in the case of the Contributing Originator, an absolute contribution and conveyance of Receivables and the Related Rights by each Originator to the Buyer, providing the Buyer with the full benefits of ownership of the Receivables, and the Originators and the Buyer do not intend the transactions hereunder to be characterized as a loan from the Buyer to any Originator.
5. The Buyer intends to sell certain of the Receivables and their Related Rights to the Administrative Agent (for the ratable benefit of the Purchasers according to their Capital as increased or reduced from time to time) pursuant to the Receivables Purchase Agreement.
SCHEDULES Schedule. 1.1(a) Knowledge Schedule 1.1(b) Transition Services Agreement Schedule 2.1(a) Equipment Schedule 2.1(b) Vehicles Schedule 2.2(a) Real Property Leases Schedule 2.2(b) Personal Property Leases Schedule 2.2(e) Other Contracts Schedule 2.2(g) Transferred Permits Schedule 2.3(b) Excluded Contracts Schedule 2.3(n) Other Excluded Assets Schedule 3.4 Preliminary Purchase Price Allocation Schedule 4.3 Seller Conflicts Schedule 4.4 Financial Statements Schedule 4.5 Liens Schedule 4.7 Absence of Certain Changes Schedule 4.8 Consents and Approvals Schedule 4.9 Certain Contracts and Leases Schedule 4.10 Inventory Exceptions Schedule 4.11 Accounts Receivable Exceptions Schedule 4.14(a) Employee Matters Schedule 4.14(b) Contract Employees Schedule 4.14(c) Breda Affected Employees Schedule 4.17 Environmental Matters Schedule 4.18 Litigation Schedule 5.3(a) Metatec Company Consents Schedule 5.3(b) Metatec Company Conflicts Schedule 6.1 Conduct of Business Schedule 8.4 Required Consents and Approvals Schedule 8.5 Terms of Breda Lease Schedule 10.1(a) Selected Menomonie Employees Schedule 10.1(b) Benefits Schedule 10.1(c) Severance Benefits EXHIBITS Exhibit A Form of Assignment and Assumption Agreement Exhibit B Form of International Asset Transfer Agreement Exhibit C Form of Note Exhibit D Form of License Agreement Exhibit E Form of Opinion of Counsel for Imation Companies Exhibit F Form of Opinion of Van Benthem & Keulen Exhibit G Form of Opinion of Counsel for the Metatec Companies Exhibit H Form of Opinion of Trenite Van Doorne ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT is made as of the 29th day of July 1998, by and among METATEC ACQUISITION CORP., an Ohio corporation ("Metatec Acquisition"), METATEC INTERNATIONAL B.V., a Netherlands corporation ("Metatec International"), METATEC CORPORATION, a Florida corporation ("Metatec"), IMATION CORP., a Delaware corporation ("Imation"), IMATION INTERNATIONAL B.V., a Netherlands corporation ("International"), and IMATION ENTERPRISES CORP., a Delaware corporation ("Enterprises"). Certain capitalized terms used herein are defined in Article I.
SCHEDULES Schedule. 1 - Representations and Warranties with Respect to Purchased Mortgage Loans ANNEXES Annex I - Buyer Acting as Agent Annex II - Structuring Fee Schedule Annex III - Non-Utilization Fee Formula EXHIBITS Exhibit A - Form of Transaction Request Exhibit B - Form of Purchase Confirmation Exhibit C - Form of Mortgage Loan Schedule and Exception Report Exhibit D - Form of Officer's Compliance Certificate Exhibit E - Reserved Exhibit F - Form of Opinion of Seller's counsel Exhibit G - Underwriting Guidelines Exhibit H - Authorized Signatories of Seller Exhibit I - Corporate Resolutions of Seller Exhibit J - Seller's Tax Identification Number Exhibit K - Existing Indebtedness Exhibit L - Wet-Ink Procedures Exhibit M - Escrow Instruction Letter Exhibit N - Custodial and Bank Fee Schedule Exhibit O - Form of Servicer Notice Exhibit P--Computer Correction Fee Schedule 1. Applicability From time to time the parties hereto may enter into transactions in which Seller agrees to transfer to Buyer Mortgage Loans (as hereinafter defined) against the transfer of funds by Buyer, with a simultaneous agreement by Seller to repurchase such Mortgage Loans at a date certain or on demand if such Mortgage Loans are not sold by Buyer to a third party as provided herein. Each such transaction shall be referred to herein as a "Transaction" and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in any annexes identified herein, as applicable hereunder.
SCHEDULES Schedule. A - List of Underwriters Sch A-1 Schedule B - Pricing Information Sch B-1 Schedule C - List of Persons and Entities Subject to Lock-up Sch C-1 EXHIBITS Exhibit A - Form of Opinion of Company's Counsel A-1 Exhibit B - Form of Opinion of General Counsel for the Company B-1 Exhibit C - Form of Lock-up Letter C-1 DRAFT OF JULY 12, 2000 Silicon Valley Bancshares (a Delaware corporation) 2,000,000 Shares of Common Stock (Par Value $0.001 Per Share) PURCHASE AGREEMENT , 2000 XXXXXXX XXXXX & CO. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Xxxx Xxxxxxxx Incorporated Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation as Representatives of the several Underwriters c/x Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated North Tower World Financial Center New York, New York 10281 Ladies and Gentlemen: Silicon Valley Bancshares, a Delaware corporation (the "Company"), confirms its agreement with Xxxxxxx Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and each of the other Underwriters named in Schedule A hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Xxxxxxx Xxxxx, Xxxx Xxxxxxxx Incorporated and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation are acting as representatives (in such capacity, the "Representatives"), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company ("Common Stock") set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 300,000 additional shares of Common Stock to cover over-allotments, if any. The aforesaid 2,000,000 shares of Common Stock (the "Initial Securities") to be purchased by the Underwriters and all or any part of the 300,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the "Option Securities") are hereinafter called, collectively, the "Securities." The Company understands that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
SCHEDULES Schedule. I -- List of SPV Owners Exhibits Exhibit A -- Form of Employment Agreements Exhibit B -- Allocation Schedule Exhibit C -- Form of Escrow Agreement Exhibit D -- Form of Share Lockup and Standstill Agreement Exhibit E -- Form of Bond Registration Rights Agreement Exhibit F -- Form of Equity Registration Rights Agreement Exhibit G -- Illustrative Example of Estimated Closing Statement Exhibit H -- Form of CoCo Bonds Assignment Agreement Exhibit I -- Form of Articles of Association of CMC Exhibit J -- Form of Articles of Association of CIG
SCHEDULES Schedule. A - List of Underwriters Sch A-1 Schedule B - List of Sellers Sch B-1 Schedule C - Pricing Information Sch C-1 Schedule D - List of Persons and Entities Subject to Lock-up Sch D-1 EXHIBITS Exhibit A-1 - Form of Opinion of General Counsel to Company A-1 Exhibit A-2 - Form of Opinion of Company's Counsel A-2 Exhibit B - Form of Opinion for Special Intellectual Property Counsel B-1 Exhibit C -1 - Form of Opinion of Counsel to Selling Shareholder C-1 Exhibit C-2 - Form of Opinion of General Counsel to Selling Shareholder C-2 Exhibit D - Form of Lock-up Letter D-1 Exhibit E - Information Provided by Selling Shareholder E-1
SCHEDULES Schedule. I - Commitments Schedule 2.01(b) - Existing Letters of Credit Exhibits Exhibit A - Form of Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Assumption Exhibit D-1 - Form of Opinion of Xxxxxxx Xxxx & Xxxxxxxxx LLP Exhibit D-2 - Form of Opinion of In-House Counsel for the Company Exhibit E - Form of Designation Agreement Exhibit F - Form of Assumption Agreement
SCHEDULES Schedule. I Pledged Equity Schedule II - Pledged Debt Schedule III - Pledged Deposit Accounts Schedule IV Intellectual Property Schedule V Letters of Credit Schedule VI Commercial Tort Claims Schedule VII Grantors Schedule VIII Locations Schedule IX Investment Property Exhibits Exhibit A - Form of Intellectual Property Security Agreement Exhibit B - Form of Intellectual Property Security Agreement Supplement Exhibit C - Form of Security Agreement Supplement Exhibit D - Form of Hong Kong Share Pledge Documents Exhibit E - Form of Global Intercompany Note
SCHEDULES Schedule. 1.1 - Contracts Excluded from Leakage Schedule 3.3 - Purchased Shares Schedule 4.2(a) - Capitalization Schedule 4.2(b) - Subsidiaries Schedule 4.3 - Company Financial Statements Schedule 4.5 - Absence of Certain Changes Schedule 4.6 - Legal Proceedings Schedule 4.9(a) - Employee Benefits Schedule 4.9(b) - Employee Benefit Plan Compliance Schedule 4.10 - Labor Matters Schedule 4.11 - Intellectual Property Schedule 4.12(b) - Real Property Entitlements Schedule 4.12(c) - Owned Real Property Schedule 4.14 - Material Contracts Schedule 4.15 - Insurance Schedule 4.16 - Anti-Corruption Schedule 4.17 - Affiliate Contracts Schedule 6.1 - Conduct of Business Schedule 7.1 - Required Additional Approvals Schedule 7.3(c) - Released Credit Support Documents Schedule 10.12 - Knowledge of Sellers EXHIBITS Exhibit A - Form of Director and Officer Resignation and Release Exhibit B - Form of Company Power of Attorney Exhibit C - Form of Seller Indemnity Guaranty Exhibit D - Form of SAPURA Claim Power of Attorney APPENDICES
1 SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated as of May 31, 2022, is made by and among Eneva S.A., a sociedade anônima organized under the laws of Brazil (“Buyer”), LNG Power Limited, a private limited company incorporated under the laws of England and Wales, with a place of business at One America Square 00, Xxxxxxxxx, Xxxxxx, Xxxxxx Xxxxxxx, XX0X 0XX (“NFE Seller”), Xxxxxxxxx Xxxxxxx Xxxx Cantarelli, [***] resident, [***], [***], bearer of Identity Card (RG) No. [***], registered with the CPF/ME under the No. [***], resident and domiciled in the City of [***], State of [***], in [***] (“Guilherme”), Xxxxxx Xxxxxxx Xxxx Cantarelli, [***] resident, [***], [***], bearer of Identity Card (RG) No. [***], registered with the CPF/ME under the No. [***], resident and domiciled in the City of [***], State of [***], in [***] (“Xxxxxx”), Xxxxxx Xxxxxxx Xxxx Cantarelli, [***] resident, [***], [***], bearer of Identity Card (RG) No. [***], registered with the CPF/ME under the No. [***], resident and domiciled in the City of [***], State of [***], in [***] (“Xxxxxx”), Xxxx Roriz Xxxxxxx Xxxxxxxxxx Júnior, [***] resident, [***], [***], bearer of Identity Card (RG) No. [***], registered with the CPF/ME under the No. [***], resident and domiciled in the City of [***], State of [***], in [***] (“Xxxx”), Xxxxxx xx Xxxxxxxx Cantarelli, [***] resident, [***], [***], bearer of Identity Card (RG) No. [***], registered with the CPF/ME under ...
