List of Schedules and Exhibits to Asset and Membership Interest Purchase and Sale Agreement Omitted from this Filing
EX-2.1.1 3 dex211.htm LIST OF SCHEDULES AND EXHIBITS List of Schedules and Exhibits
Exhibit 2.1.1
List of Schedules and Exhibits to Asset and Membership Interest Purchase and Sale
Agreement Omitted from this Filing
| Exhibits | ||
| Exhibit A | Form of Assignment and Bill of Sale | |
| Exhibit B | Form of Membership Interest Assignment | |
| Exhibit C | Form of Blending Patents License | |
| Exhibit D | Form of Software License and Support Agreement | |
| Exhibit E | Form of Transition Services Agreement | |
| Exhibit F | Form of Transloader Patent License | |
| Exhibit G | Seller’s Officer’s Certificate | |
| Exhibit H | Seller’s Secretary’s Certificate | |
| Exhibit I | Seller’s Non-Foreign Person Affidavit | |
| Exhibit J | Buyer’s Officer’s Certificate | |
| Exhibit K | Buyer’s Secretary’s Certificate | |
| Exhibit L | Form of Membership Interest Assignment (MCE Blending, LLC) | |
| Exhibit M | Buckeye Letter Agreement | |
| Exhibit N | Form of Canadian Blending License | |
| Exhibit O | Form of Consulting Agreement | |
| Exhibit P | Form of Employment Agreement | |
| Exhibit Q | Form of Assignment and Assumption Agreement | |
| Exhibit R | Form of Canadian Butane Supply Agreements | |
| Schedules | ||
| Schedule 1.1(a) | Seller Officers with “knowledge” | |
| Schedule 1.1(b) | Company Parts and Equipment | |
| Schedule 1.1(c) | Description of Company Real Property | |
| Schedule 1.1(d) | Retained Seller Liabilities | |
| Schedule 3.1(f) | Allocation Statement | |
| Schedule 3.2(a)-1 | Combined Inventory Valuation Procedures | |
| Schedule 3.2(a)-2 | Combined Inventory Calculation Procedures | |
| Schedule 4.3(m) | Certain Excluded Assets | |
| Schedule 4.3(q) | Butane and Gasoline Held in Connection with Buckeye Letter Agreement | |
| Schedule 5.5(d) | Financial Statement Matters | |
| Schedule 5.8(a) | Company Real Property Matters | |
| Schedule 5.8(b) | Notices Regarding Company Real Property | |
| Schedule 5.9 | Litigation | |
| Schedule 5.10 | Compliance with Legal Requirements | |
| Schedule 5.11 | Governmental Authority Consents | |
| Schedule 5.12 | Environmental Matters | |
| Schedule 5.13 | Material Permits | |
| Schedule 5.14 | Violations under Orders, etc. or Permits | |
| Schedule 5.15(a) | Material Contracts | |
| Schedule 5.15(b) | Defaults under Material Contracts | |
| Schedule 5.16 | Tax Matters | |
| Schedule 5.18(b) | Other Intangible Property Necessary to Conduct the Butane Blending Business | |
| Schedule 5.18(d) | Infringement of the Company’s or the Seller’s Intellectual Property | |
| Schedule 5.18(e) | Owned Intellectual Property | |
| Schedule 5.18(i)(iv) | Public Software | |
| Schedule 5.18(k) | Licenses of Intellectual Property by the Company and Seller | |
| Schedule 5.18(l) | Licenses of Intellectual Property to the Company and Seller | |
| Schedule 5.18(o) | Intellectual Property Owned by or Registered to Employees, Consultants or Contractors | |
| Schedule 5.19(a) | Business Employees; Independent Contractors | |
| Schedule 5.19(b) | Other Labor Matters | |
| Schedule 5.20(a) | Seller Employee Benefit Plans | |
| Schedule 7.3 | Required Consents | |
| Schedule 7.9(a) | Offered Employees | |
| Schedule 7.9(h) | Benefit Plan Events |
