List of schedules and exhibits to Asset Purchase Agreement, Letter Agreement, Real Estate Purchase Agreement and Transition Services Agreement
Contract Categories:
Human Resources
- Transition Agreements
EX-2.5 6 e500533_ex2-5.txt LIST OF SCHEDULES AND EXHIBITS Exhibit 2.5 List of Schedules and Exhibits to Asset Purchase Agreement, Letter Agreement, Real Estate Purchase Agreement and Transition Services Agreement The following schedules and exhibits to the Asset Purchase Agreement, Letter Agreement, Real Estate Purchase Agreement and Transition Services Agreement are omitted from Exhibits 2.1-2.4: Asset Purchase Agreement Exhibit or Schedule Description Schedule 1.1(b) - Knowledge of Individuals whose knowledge is imputed to Seller Hospira Schedule 1.1(c) - SLC Products Name and product numbers of products manufactured at the manufacturing facility purchased by ICU Schedule 2.1(c) - Assigned and Contracts transferred and assigned to ICU by Assumed Contracts Hospira Schedule 2.2 - Excluded Assets Assets not purchased by ICU from Hospira Schedule 2.8 - Tax Allocation Allocation of transaction consideration solely for tax purposes Schedule 3.2 - Closing Agenda Items delivered at or prior to closing Schedule 4.7(b) - Non-Assigned Contracts not transferred or assigned to ICU Contracts by Hospira Schedule 6.8 - Employee and Details regarding offers of employment, Benefit Matters employee benefits and severance payments for Hospira employees Schedule 10.11 - Alternative Alternative dispute resolution procedures Dispute Resolution Exhibit 1.1(d) - Transition Transition services to be provided by the Services parties Exhibit 2.10 - Purchase Price Procedures for determining post-closing Adjustment adjustment to the purchase price Disclosure Schedules Qualifications and exceptions to Hospira's representations and warranties Exhibits and Schedules to Side Letter to Asset Purchase Agreement Exhibit or Schedule Description Exhibit A - Surgicare Assets Additional assets to be Excluded Assets Exhibit B Detailed list of active Surgicare and EzeVac assets Exhibit C Detailed list of Surgicare MLDS assets Amended Schedule 2.8 Amended allocation of transaction consideration solely for tax purposes Real Estate Purchase Agreement Exhibit or Schedule Description Exhibit A - Legal Description Legal description of the property Exhibit B - Form of Deed Form of special warranty Exhibit C - Title Commitment Details of the title insurance policy issued to ICU Exhibit D - Form of Non-Foreign Form of certification of non-foreign status Affidavit executed by Hospira Exhibit E - Encumbrance Form of encumbrance on the property Exhibit F - Decommissioned Used Photograph of oil tank removed from the Oil Tank property before closing Exhibit G - Title Policy Amount Amount of title insurance coverage provided under the title insurance policy issued to ICU Schedules of Services for Transition Services Agreement Exhibit or Schedule Description of Services TSA #1 Product deployment services TSA #2 Warehousing and distribution services TSA #3 Product sterilization services TSA #4 Manufacturing services TSA #5 Purchasing services TSA #6 Technical services - network connectivity to Internet and corporate applications TSA #7 Hospira to provide access to historical data TSA #8 Newco to provide access to historical data TSA #10 Product sterilization services TSA #11 Management services 2 TSA #12 Manufacturing support services TSA #13 Engineering, quality assurance, regulatory and medical affairs support services TSA #14 Technical services -maintenance of system links TSA #15 Technical services -maintenance of system links TSA #16 Product transfers, equipment relocations and other support services TSA #17 Access to specified information technology systems TSA #19 E-mail routing and virus scanning services * * * * * * * * * * Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request. 3
