TABLE OF SCHEDULES AND EXHIBITS. SCHEDULE 1.1(a) Commitments and Pro Rata Shares
TABLE OF SCHEDULES AND EXHIBITS. SCHEDULES --------- Schedule 4.01(d) - Subsidiaries Whose Capital Stock is Pledged Post-Closing Schedule 4.01(n) - Assets other than Capital Stock owned by the Borrower Schedule 5.01(a) - Jurisdictions of Qualification, Ownership and Capital Structure - Borrower Schedule 5.01(f) - Non-Compliance with FCC or any applicable PUC Schedule 5.01(h) - Existing Litigation Schedule 5.01(r) - Description of Pledged Stock Schedule 8.02 - Existing Debt and Liabilities Schedule 8.03 - Existing Liens Schedule 8.04 - Existing Investments Schedule 8.07 - Permitted Restricted Payments Schedule 11.02 - Lender Addresses EXHIBITS -------- Exhibit A - Form of Revolving Note Exhibit B - Form of Swingline Note Exhibit C - Form of Compliance Certificate Exhibit D - Form of Borrowing Notice Exhibit E - Form of Conversion/Continuation Notice Exhibit F - Form of Assignment and Acceptance Exhibit G - Form of Guaranty of Subsidiaries Exhibit J - Form of Pledge Agreement ------------------------------------------------------------------------------ $100,000,000 TELCO COMMUNICATIONS GROUP, INC. CREDIT AGREEMENT THIS CREDIT AGREEMENT is dated as of December 20, 1996, among TELCO COMMUNICATIONS GROUP, INC., a Virginia corporation (the "Borrower"), the Lenders (as defined below) and NATIONSBANK OF TEXAS, N.A., as a Lender and Administrative Lender.
TABLE OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.1—Corporate Investment Policy Schedule 1.2—Existing Letters of Credit Schedule 2.1—Commitments Schedule 6.7—Plans Schedule 6.12—Environmental Matters Schedule 6.18—Subsidiaries Schedule 6.23—Changes, Etc. Schedule 8.1—Permitted Liens Schedule 8.4—Permitted Investments Schedule 11.2—Addresses for Notices Exhibits Exhibit A—Notice of Borrowing Exhibit B—Notice of Conversion/Continuation Exhibit C—Legal Opinion of Counsel for the Company Exhibit D—Compliance Certificate Exhibit E—Form of Cash Collateral Account Agreement Exhibit F—Form of Assignment and Assumption Agreement Exhibit G—Form of Term Credit Promissory Note Exhibit H—Form of Revolving Credit Promissory Note Exhibit I—Form of Conditions Precedent Letter from Purchasers of 2001 Notes vi CREDIT AGREEMENT This Credit Agreement is dated as of October 3, 2001, and entered into among PLUM CREEK TIMBERLANDS, L.P., a Delaware limited partnership (the "Company"), the several financial institutions from time to time party to this Agreement (collectively, the "Banks"; individually, a "Bank"), FIRST UNION NATIONAL BANK and THE BANK OF TOKYO-MITSUBISHI, LTD., PORTLAND BRANCH, as syndication agents for the Banks (collectively, the "Syndication Agents"; individually, a "Syndication Agent"), SUNTRUST BANK, SCOTIABANC INC. AND NORTHWEST FARM CREDIT SERVICES, PCA, as documentation agents for the Banks (collectively, the "Documentation Agents"; individually, a "Documentation Agent"), and BANK OF AMERICA, N.A., as a letter of credit issuing bank, as a swingline bank, and as administrative agent for the Banks.
TABLE OF SCHEDULES AND EXHIBITS. Schedule 1.2 Specific Principles Schedule 1.15 Business Domain Registrations Schedule 1.18 Business Patent Rights Schedule 1.20 Business Trademark Rights Schedule 1.24 Illustrative calculation of Cash as of September 26, 2014 Schedule 1.53 List of Employees Schedule 1.69 Excluded Assets Schedule 1.70 Excluded Liabilities Schedule 1.91 Illustrative calculation of Indebtedness as of September 26, 2014 Schedule 1.107 Licensed Covidien Marks Schedule 1.125 Illustrative calculation of Net Working Capital as of September 26, 2014 Schedule 1.149 Seller Licensed Patent Rights Schedule 1.153 Sellers’ Knowledge Schedule 1.171 Transferred Subsidiaries and Indirect Subsidiaries Schedule 2.2 Wire Transfer Instructions Schedule 2.6(a) Allocation of Estimated Purchase Price and Final Purchase Price Disclosure Schedule 3.1(c) Consents – the Share Sellers Disclosure Schedule 3.3(a) Authorized Capital Stock or Other Equity Interests Disclosure Schedule 3.3(b) Ownership of Capital Stock or Other Securities Disclosure Schedule 3.3(d) Branches Disclosure Schedule 3.4 Financial Statements Disclosure Schedule 3.5 Interim Accounts Disclosure Schedule 3.6 Absence of Certain Developments Disclosure Schedule 3.7 Taxes Disclosure Schedule 3.8 Litigation Disclosure Schedule 3.9(c) Leased Personal Property Disclosure Schedule 3.10(a) Owned Real Property Disclosure Schedule 3.10(c) Owned Real Property – Utilities and Access Disclosure Schedule 3.10(d) Owned Real Property – Quiet Enjoyment and Proceedings Disclosure Schedule 3.11(a) Leased Real Property Disclosure Schedule 3.13(a) Material Contracts Disclosure Schedule 3.13(c) Notice under Material Contracts Disclosure Schedule 3.15(a) Licenses & Permits Disclosure Schedule 3.15(c) Marketing Authorizations, Wholesale Distribution Authorizations and Import Permits Disclosure Schedule 3.17(c) Product Regulatory Matters Disclosure Schedule 3.18(d) Environmental Matters Disclosure Schedule 3.18(f) Other Environmental Matters Disclosure Schedule 3.19(a) Intellectual Property Disclosure Schedule 3.19(b) Intellectual Property – Licensee Disclosure Schedule 3.19(d) Intellectual Property – Licensor Disclosure Schedule 3.19(h) Intellectual Property – Orders Disclosure Schedule 3.20(c) Labor Matters Disclosure Schedule 3.21(a) Employee Benefit Matters – Benefit Plans Disclosure Schedule 3.21(b)(ii) Employee Benefit Matters – U.S. Benefit Plans Compliance Disclosure Schedule 3.21(b)(iv) Employee Benefit Matters – U.S. Benefit Plans Liabilities Discl...
TABLE OF SCHEDULES AND EXHIBITS. Schedule 1.1(a) Business Assets Schedule 1.1(b) Permitted Liens: Intellectual Property Licenses Schedule 6.2 Consents Exhibit A Form of Escrow Agreement Exhibit B Form of Transition Services Agreement Exhibit C Form of Contribution Agreement Disclosure Schedule STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of July 16, 2015 by and among (i) Autoliv ASP Inc., an Indiana corporation (“Purchaser”), (ii) M/A-COM Technology Solutions Inc., a Delaware corporation (“Seller”), (iii) M/A-COM Auto Solutions Inc., a Delaware corporation (the “Company”), and (iv) M/A-COM Technology Solutions Holdings, Inc., a Delaware corporation (“Holdings”), solely in its capacity as the guarantor of the Guarantied Obligations pursuant to Section 14.17 and for the purposes of Sections 6.6, 6.7, 9.2(f) and 13.2. Capitalized terms used but not otherwise defined in this Agreement have the meanings ascribed to such terms in Article I. Purchaser, Seller and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
TABLE OF SCHEDULES AND EXHIBITS. SCHEDULES Schedule 1.1(a) Leases, Mineral Ridge Project, Mining Properties, Mining Claims, Santa Xxxx Project Schedule 1.1(b) Repayment Schedule Schedule 1.1(c) Santa Xxxx Acquisition Agreement Schedule 1.1(e) Material Contracts Schedule 1.1(f) Liens Schedule 6.1(g) Financial Statements Schedule 7.1(a) Jurisdictions of Incorporation Schedule 7.1(w) Tax Liability Schedule 7.1(x) Corporate Structure Schedule 7.1(aa) Debt Schedule 7.1(cc) Litigation Schedule 7.1(dd)(i) Other Jurisdictions Schedule 7.1(dd)(ii) Authorizations Schedule 7.1(dd)(iii) Trademarks, Trade names, Copyrights and Patents Schedule 7.1(dd)(iv) Actions, Suits, Arbitrations or Proceedings Schedule 7.1(dd)(v) Contracts with Potential Material Adverse Effect Schedule 7.1(dd)(vi) Labour Agreements Schedule 7.1(dd)(vii) Bank Account Details Schedule 7.1(gg) Broker’s Fees Schedule 7.1(jj) Permitted Affiliate Transactions Schedule 7.1(ll) Project Permits Schedule 8.1(m) Insurance EXHIBITS Exhibit A Form of Borrowing Notice Exhibit B Form of Compliance Certificate Exhibit C Form of Gold Supply Agreement Exhibit D Form of Omnibus Certificate Exhibit E Form of Solvency Certificate SENIOR SECURED GOLD STREAM CREDIT AGREEMENT This SENIOR SECURED GOLD STREAM CREDIT AGREEMENT is dated September 26, 2011 (the “Effective Date”) and entered into by and between GOLDEN PHOENIX MINERALS, INC., a corporation incorporated pursuant to the laws of the State of Nevada, as the borrower (the “Borrower”), each person that accedes to the terms of this Agreement from time to time by executing a Guarantee, as a guarantor (each a “Guarantor” and, collectively, the “Guarantors”) and WATERTON GLOBAL VALUE, L.P. by the general partner of its general partner, Cortleigh Limited, as the lender (the “Lender”).
TABLE OF SCHEDULES AND EXHIBITS. Schedule 1.1 Programming Schedule 1.2 Compensation Schedule 2.1 Programming Policy Statement Schedule 4.1 Time Sales Agreements and Contracts
TABLE OF SCHEDULES AND EXHIBITS. Schedules Schedule 1.1 -- Corporate Investment Policy Schedule 2.1 -- Commitments Schedule 6.7 -- Plans Schedule 6.12 -- Environmental Matters Schedule 6.18 -- Subsidiaries Schedule 8.1 -- Permitted Liens Schedule 8.4 -- Permitted Investments Schedule 11.2 -- Addresses for Notices Exhibits Exhibit A -- Notice of Borrowing Exhibit B -- Notice of Conversion/Continuation Exhibit C-1 -- Legal Opinion of Counsel for the Company Exhibit C-2 -- Legal Opinion of Perkxxx Xxxe Exhibit D -- Compliance Certificate Exhibit E --Form of Cash Collateral Account Agreement Exhibit F -- Form of Assignment and Acceptance Agreement
TABLE OF SCHEDULES AND EXHIBITS. Schedule Exhibit A Form of Registration Rights Agreement Exhibit B Form of Warrant Exhibit C Articles of Incorporation of Merger Sub EXHIBIT A Form of Registration Rights Agreement See attached. REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of [____________], 2007, is entered into by and between BankAtlantic Bancorp, Inc., a Florida corporation (“Bancorp”), on behalf of the Other Recipients, and Stifel Financial Corp., a Delaware corporation (the “Company”).
TABLE OF SCHEDULES AND EXHIBITS. Exhibit A List of Shareholders Entering Into This Agreement Exhibit B Opinion Letter Exhibit C SGO, NetSol PVT, and NetSol UK Disclosure Schedule Exhibit D Mirage Disclosure Schedule STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT ("Agreement"), dated as of September 15, 1998, is by and between MIRAGE HOLDINGS, INC., a Nevada corporation ("Mirage"), on the one hand and XXXXX XXXXXX AND OTHERS as listed on Exhibit A ("SGO") who are shareholders of NETWORK SOLUTIONS (PVT) LIMITED, a Pakistan corporation ("NetSol Pvt") and who are also shareholders of NETSOL (U.K.) LIMITED, a corporation organized under the laws of the United Kingdom ("NetSol UK"), on the other (collectively, the "Parties").
