TABLE OF EXHIBITS AND SCHEDULES. Exhibits Exhibit A-1 — Gathering System Exhibit A-2 — Easements and Fee Interests Exhibit A-3 — Non-Operational Assets Exhibit A-4 — Transferred Contracts Exhibit B-1 — Form of Conveyance Agreement Exhibit B-2 — Form of Real Estate Assignment Agreement Exhibit C — Form of Subco Interest Assignment Agreement Exhibit D — Form of Subco LLC Agreement Exhibit E — Form of Subco Guaranty Schedules EQM Disclosure Schedules Schedule 3.4 — No Conflict; Required Filings and Consents Asset Disclosure Schedules Schedule 4.3 — No Conflict; Required Filings and Consents Schedule 4.4(a) - Financial Statements Schedule 4.6 — No Adverse Changes Schedule 4.7 — Licenses; Permits Schedule 4.8 — Litigation; Laws and Regulations Schedule 4.9 — Title to Real Property Schedule 4.10(b) — Condition of Assets Schedule 4.12 — Taxes Schedule 4.13 — Environmental Matters Schedule 4.14(a) — Material Contracts Schedule 4.14(c) — Contracts Terminated by the Asset Contribution Schedule 4.15 — Insurance Subco Disclosure Schedules Schedule 5.3 — No Conflict; Required Filings and Consents Schedule 5.6(a) — EESH Contracts Other Than Subco Contracts Schedule 5.9 — Licenses; Permits Schedule 5.11 — Insurance CONTRIBUTION AND SALE AGREEMENT THIS CONTRIBUTION AND SALE AGREEMENT, dated as of March 10, 2015 (this “Agreement”), is by and among EQT Gathering, LLC, a Delaware limited liability company (“EQT Gathering”), EQT Energy Supply Holdings, LP, a Delaware limited partnership (“EESH”), EQT Energy, LLC, a Delaware limited liability company (“EQT Energy”), EQT Midstream Partners, LP, a Delaware limited partnership (“EQM”), EQT Midstream Services, LLC, a Delaware limited liability company and the general partner of EQM (“EQM GP”), EQM Gathering Opco, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of EQM (“EQM Gathering Opco”), and, solely for the purposes of Section 9.4 of this Agreement, EQT Corporation, a Pennsylvania corporation (“Parent”).
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 Exhibit A to Credit and Security Agreement REVOLVING NOTE $5,000,000 Minneapolis, Minnesota October 30,2002 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...
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. 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 1st day of February, 2014 (the “Effective Date”) by and between CHP AUBURN WA 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. Exhibit A - Centers Exhibit B - Form of Assignment and Assumption and Xxxx of Sale Schedule 1.0 - Table of Definitions Schedule 1.1 - Acquired Assets Schedule 1.2 - Excluded Assets Schedule 2.1 - Payment to Seller/Adjustments to Purchase Price Schedule 2.3 - Allocation of Purchase Price Schedule 4.3(a) - Governmental Approvals Schedule 4.3(b) - Third Party Consents Schedule 4.5 - Licenses and Permits Schedule 4.6 - Owners and Subsidiaries Schedule 4.7 - Assets Not Presently Owned but to be Conveyed at Closing Schedule 4.8 - Personal Property Leases Schedule 4.9 - Financial Statements Schedule 4.13 - Dialysis Payment Programs Schedule 4.14(a) - Compliance with Laws – Claims; Violations Schedule 4.14(g) - Compliance with Laws – Surveys Schedule 4.14(h) - Compliance with Laws – Environmental Schedule 4.16 - Benefit Plan Compliance Schedule 4.20 - Dialysis Contracts Schedule 4.21 - Real Property Schedule 4.24 - Insurance Schedule 4.26 - Intellectual Property Silver Cross Renal Center 0000 Xxxxxx Xxxxx Xxxxxxxxx Xxx Xxxxx, Xxxxxxxx Silver Cross Renal Center West 0000 Xxxxxxxxx Xxxx Xxxxxx, Xxxxxxxx Silver Cross Renal Center Morris 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx EXHIBIT A CENTERS EXHIBIT B
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A: Advance Request Attachment to Advance Request Exhibit B-1: Term Note A Exhibit B-2: Term Note B Exhibit B-3: Revolving Note Exhibit B-4 Equipment Term Loan Note Exhibit B-5 Term Note C Exhibit B-6 Term Note D 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
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 Confidential material omitted and filed separately with the Commission. EXHIBIT A ADVANCE REQUEST 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:
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A: Advance Request Attachment to Advance Request Exhibit B: Promissory 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 Authorization Schedule 1 Subsidiaries Schedule 1A Existing Permitted Indebtedness Schedule 1B Existing Permitted Investments Schedule 1C Existing Permitted Liens Schedule 5.3 Consents, Etc. Schedule 5.4 Actions Before Governmental Authorities Schedule 5.7 Tax Matters Schedule 5.8 Intellectual Property Claims Schedule 5.9 Intellectual Property Schedule 5.10 Borrower Products Schedule 5.11 Financial Accounts Schedule 5.14 Capitalization
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A Form of Revolving Note Exhibit B Form of Borrowing Base Certificate Exhibit C Form of Compliance Certificate Schedule 3.6Financing Statements Trade Names, Chief Executive Office, Principal Place of Business, and Schedule 5.1 Locations of Collateral Schedule 5.2Capitalization and Organizational Chart Schedule 5.5Subsidiaries Schedule 5.7Litigation Matters Schedule 5.11 Intellectual Property Disclosures Schedule 5.14 Environmental Matters Schedule 5.19 Provider Numbers; Licenses; Permits Schedule 5.21 Lockboxes; Deposit Accounts Schedule 6.3Permitted Liens Schedule 6.4Permitted Debt and Guaranties LOAN AND SECURITY AGREEMENT Dated as of February 15, 2006 VEIN ASSOCIATES OF AMERICA, INC., a Florida corporation (the “Company”), VEIN ASSOCIATES, PA, a Florida corporation (“Vein FLA”), VEIN ASSOCIATES INC., a New Jersey corporation (“Vein NJ”), and VEIN ASSOCIATES, PROFESSIONAL ASSOCIATION, a Texas corporation (“Vein TX”, and together with the Company, Vein FLA, and Vein NJ, each individually, a “Borrower”, and collectively, the “Borrowers”), and ABS SOS — PLUS PARTNERS LTD., a Cayman Islands corporation (the “Lender”), hereby agree as follows:
TABLE OF EXHIBITS AND SCHEDULES. Exhibit A: Advance Request Attachment to Advance Request Exhibit B: Promissory 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 Indebtedness to AFCO in connection with the financing of Borrower’s insurance premiums in an amount equal to $52,370.60. Indebtedness to Applied Biosystems in connection with a capital lease in an amount equal to $183,200.00. Schedule 1B Existing Permitted Investments Investments with Munder Capital and SVB Securities in accordance with the Panacos Pharmaceuticals, Inc. Investment Policy Investments on the listing attached hereto Schedule 1C Existing Permitted Liens UCC to be filed in connection with Master Lease Agreement with Applied Bioysystems Schedule 5.3 Consents, Etc. None Schedule 5.5 Actions Before Governmental Authorities None Schedule 5.8 Tax Matters None Schedule 5.9 Intellectual Property Claims Any patent or trademark applications in Exhibit D that have not yet been granted are not yet valid or enforceable. Schedule 5.10 Intellectual Property See Exhibit D Schedule 5.11 Borrower Products None Schedule 5.12 Financial Accounts See Exhibit E Portions of this Exhibit were omitted, as indicated by [****], and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. EXHIBIT A ADVANCE REQUEST To: Lender: Date: , 20 Hercules Technology Growth Capital, Inc. 000 Xxxxxxxx Xxxxxx, Suite 310 Palo Alto, CA 94301 Facsimile: 000-000-0000 Attn: PANACOS PHARMACEUTICALS, INC. (“Borrower”) hereby requests from Hercules Technology Growth Capital, Inc. (“Lender”) an Advance in the amount of Dollars ($ ) on , (the “Advance Date”) pursuant to the Loan and Security Agreement between Borrower 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.
