TABLE OF EXHIBITS AND SCHEDULES. Exhibits Schedules
TABLE OF EXHIBITS AND SCHEDULES. Schedules: Schedule 1.1.1 Agencies Schedule 1.1.4 Transaction Expenses Schedule 1.1.5 Working Capital Computation Methodology Schedule 1.2 Certain Indebtedness of TARGET and its Subsidiaries Schedule 1.3(f) Persons with Knowledge Schedule 3.1(a) TARGET’s Senior Management Schedule 3.2(c) Retained Asset Value Schedule 3.2(d) Formula for Dividing Divested Asset Proceeds Schedule 4.3(a)(i) Form of Certificate of Sellers’ Representative and Chief Executive Officer of TARGET Schedule 4.3(a)(xvi) Form of Holdco Securityholder Affidavit Schedule 4.3(b)(ii) Form of Certificate of the Buyer Company Schedule 5.2(b) Buyer Company Consents Schedule 5.4 Executed Commitment Letters Schedule 6.4(a) Seller Consents Schedule 6.6 Liabilities or Obligations to Broker, Finder or Agent Schedule 7.2 TARGET’s Subsidiaries Schedule 7.3 Franchisees/Licensees Schedule 7.4(a) TARGET and Subsidiaries Consents Schedule 7.6(a) Ownership of Capital Stock or Derivative Securities Schedule 7.6(b) Subsidiaries of Others Schedule 7.6(c) Holdco Other Capital Stock or Derivative Securities Schedule 7.6(d) Holdco Subsidiaries of Others Schedule 7.7 Capital Stock of TARGET and its Subsidiaries Schedule 7.8 Transactions in Capital Stock of TARGET and its Subsidiaries Schedule 7.9 Liens on Assets of TARGET and its Subsidiaries Schedule 7.10 Related Party Agreements Schedule 7.11 Litigation Schedule 7.13(b) Compliance with Laws Schedule 7.14 Certain Environmental Matters Schedule 7.15(a) Liabilities and Obligations Schedule 7.15(b) Repaid Indebtedness Schedule 7.16(a) Real Properties and Leases Schedule 7.16(d) Fixed Assets Schedule 7.17(a) Tangible Personal Property Schedule 7.17(b) Personal Property Leases Schedule 7.17(c) Condition of Tangible Personal Property Schedule 7.18(a) List of Fictitious or Doing Business As Names Schedule 7.18(b) Intellectual Property Assets Schedule 7.18(c) Intellectual Property Agreements Schedule 7.20 Contractual Commitments Schedule 7.21 Capital Expenditures Schedule 7.22 Inventories Schedule 7.23 Insurance Schedule 7.24(a) Employee Matters Schedule 7.24(b) Employment Agreements Schedule 7.24(c) Employee Policies and Procedures Schedule 7.24(d) Unwritten Amendments Schedule 7.24(e) Labor Compliance Schedule 7.24(f) Unions Schedule 7.24(g) Unauthorized Aliens Schedule 7.24(h) Change of Control Benefits Schedule 7.24(i) Other Compensation Plans Schedule 7.24(j) ERISA Benefit Plans Schedule 7.24(k) Retirees Schedule 7.25 Taxes Schedule 7.26(a) Prior Surveys Schedule ...
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A: Advance Request Attachment to Advance Request Exhibit B-1: Term Note A Note Exhibit B-2: Term B Note B Exhibit B-3: Revolving Note Exhibit C: Name, Locations, and Other Information for Borrowers Exhibit D: Borrowers’ Patents, Trademarks, Copyrights and Licenses Exhibit E: Borrowers’ Deposit Accounts and Investment Accounts Exhibit F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H: Borrowing Base Certificate Exhibit I: ACH Debit Authorization Agreement Exhibit J: Form of Collateral Assignment of Acquisition Documents Exhibit K Form of Registration Rights Agreement Schedule 1 Subsidiaries Schedule 1A Existing Permitted Indebtedness Schedule 1B Existing Permitted Investments Schedule 1C Existing Permitted Liens Schedule 5.3 Consents, Etc. Schedule 5.5 Actions Before Governmental Authorities Schedule 5.8 Tax Matters Schedule 5.9 Intellectual Property Claims Schedule 5.10 Intellectual Property Schedule 5.11 Borrower Products Schedule 5.14 Capitalization and Subsidiaries Schedule 7.14 Deposit Accounts To: Lender: Date: , 20 Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: Infologix, Inc., on behalf of itself and InfoLogix Systems Corporation, Embedded Technologies, LLC, Opt Acquisition LLC and InfoLogix-DDMS, Inc. (collectively, the “Borrowers”) hereby request from Hercules Technology Growth Capital, Inc. (“Lender”) [a [Revolving Loan Advance] [an Equipment Term Loan Advance] in the amount of Dollars ($ ) on , 20 (the “Advance Date”) pursuant to the, [which is at least two (2) Business Days following the date hereof for any Revolving Loan Advance] [which is at least two (2) Business Days following the date hereof for any Equipment Term Loan Advance], pursuant to the Amended and Restated Loan and Security Agreement, dated as of November 20, 2009 among Borrowers and Lender (as amended and in effect from time to time, the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please:
TABLE OF EXHIBITS AND SCHEDULES. Exhibits
TABLE OF EXHIBITS AND SCHEDULES. Schedule 1 TCW Warrants and Options Schedule B.1 Subsidiaries Schedule B.2 Convertible Securities Schedule B.5 Litigation Schedule B.6 Undisclosed Liabilities Schedule B.7 Consents/Approvals Schedule B.10 Compliance with Laws Schedule B.14 ERISA Plans Schedule B.17 Environmental Exhibit A - Form of TCW Sub Note Exhibit B - Form of Guarantee EXCHANGE AND NOTE ISSUANCE AGREEMENT ------------------------------------
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A: Advance Request Attachment to Advance Request Exhibit B: Term Note Exhibit C: Name, Locations, and Other Information for Borrower Exhibit D: Borrower’s Patents, Trademarks, Copyrights and Licenses Exhibit E: Borrower’s Deposit Accounts and Investment Accounts Exhibit F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H: ACH Debit Authorization Agreement Schedule 1 Subsidiaries Schedule 1A Existing Permitted Indebtedness Schedule 1B Existing Permitted Investments Schedule 1C Existing Permitted Liens Schedule 5.3 Consents, Etc. Schedule 5.5 Actions Before Governmental Authorities Schedule 5.8 Tax Matters Schedule 5.9 Intellectual Property Claims Schedule 5.10 Intellectual Property Schedule 5.11 Borrower Products Schedule 5.12 Financial Accounts Schedule 5.14 Capitalization Schedule 7.6 Legal Process/Litigation To: Lender: Date: _______, 20___ Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A Form of Revolving Note Exhibit B Compliance Certificate Exhibit C Premises Schedule 5.1 Trade Names, Chief Executive Office, Principal Place of Business, and Locations of Collateral Schedule 5.2 Capitalization and Organizational Chart Schedule 5.5 Subsidiaries Schedule 5.11 Intellectual Property Disclosures Schedule 6.3 Permitted Liens Schedule 6.4 Permitted Indebtedness and Guaranties $5,000,000 Minneapolis, Minnesota For value received, the undersigned, DIGITAL ANGEL CORPORATION a Delaware corporation (the “Borrower”), hereby promises to pay on the Termination Date under the Credit Agreement (defined below), to the order of WXXXX FARGO BUSINESS CREDIT, INC., a Minnesota corporation (the “Lender”), at its main office in Minneapolis, Minnesota, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of FIVE MILLION DOLLARS ($5,000,000) or, if less, the aggregate unpaid principal amount of all Revolving Advances made by the Lender to the Borrower under the Credit Agreement (defined below) together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Note is fully paid at the rate from time to time in effect under the Credit and Security Agreement of even date herewith (the “Credit Agreement”) by and between the Lender and the Borrower. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be prepaid only in accordance with the Credit Agreement. This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements. The Borrower shall pay all costs of collection, including reasonable attorneys’ fees and legal expenses if this Note is not paid when due, whether or not legal proceedings are commenced. Presentment or other demand for payment, notice of dishonor and protest are expressly waived. DIGITAL ANGEL CORPORATION By Jxxxx X. X...
TABLE OF EXHIBITS AND SCHEDULES. A Required Insurance B Approved Operating Budget and Approved Capital Budget for First Fiscal Year C Quarterly Certification Schedule 1.1 Affiliated Agreements Schedule 6.2(E) Management Company Organizational Chart THIS MANAGEMENT SERVICES AGREEMENT, is made as of the 1 day of December, 2013 (the “Effective Date”) by and between CHP BEAVERTON OR TENANT CORP., a Delaware corporation (“Tenant”), and PRESTIGE SENIOR LIVING, L.L.C., an Oregon limited liability company (hereinafter “Management Company”).
TABLE OF EXHIBITS AND SCHEDULES. EXHIBITS
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A: Advance Request; Attachment to Advance Request Exhibit B: Term Note Exhibit F: Compliance Certificate Exhibit G: Joinder Agreement Exhibit H-1: Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-2: Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-3: Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit H-4: Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit I: **** (for illustrative purposes) Schedule 1.1 Commitments To: Agent: Date: [Insert Date of Request] NQP SPV II, L.P. Attention: Xxxxxxx Xxxxxxx; Xxxxxx Xxxxxx 0000 Xxx Xxxxx Xxxx, Xxxxx 000 Xxxxxxx, XX 00000 email: Xxxxxxx.Xxxxxxx@xxxxxxxxx.xxx; Xxxxxx.Xxxxxx@xxxxxxxxx.xxx Telephone: 000-000-0000 Mesoblast, Inc. (“Company”) hereby requests from NovaQuest Pharma Opportunities Fund V, L.P. and NovaQuest Pharma Opportunities Fund V (Delaware), L.P (collectively, “Lender”) an Advance in the amount of [Insert Requested Advance Amount] Dollars ($[ ● ].00) (the “Advance Amount”) on [Insert Date of Advance] (the “Advance Date”) pursuant to the Loan and Security Agreement among Company, each Guarantor, Agent and Lender (the “Agreement”). Capitalized words and other terms used but not otherwise defined herein are used with the same meanings as defined in the Agreement. Please:
