Confidential Disclosure Schedule to Asset Purchase Agreement
This Confidential Disclosure Schedule supplements an Asset Purchase Agreement between a buyer and seller. It lists specific assets, contracts, intellectual property, permits, inventory, and other items included or excluded from the sale. The schedule also details liabilities, employee matters, required consents, and other key terms referenced in the main agreement. It is intended to clarify the rights and obligations of both parties regarding the transaction and ensure all relevant information is disclosed.
Exhibit 2.1(a)
CONFIDENTIAL DISCLOSURE SCHEDULE
| Schedule | Description | |
| 1(a) | Intellectual Property Rights | |
| 1(b)(ii) | Purchased Contracts | |
| 1(b)(iv) | Permits | |
| 1(b)(vi) | Inventory | |
| 1(b)(vii) | Furniture, Fixtures and Equipment | |
| 1(b)(x) | Other Items of Property | |
| 1(c) | Excluded Assets | |
| 1(d)(ii) | Severance Amount | |
| 1(d)(iii) | Accrued Vacation Pay | |
| 2.1(b) | Androflo Specifications and Schedule | |
| 2.1(c) | Apportionment | |
| 2.1(d) | Examples | |
| 2.4 | Allocation of Purchase Price | |
| 4.1 | Liens | |
| 4.2(a) | Qualification of Seller as a Foreign Corporation | |
| 4.2(b) | Subsidiaries | |
| 4.2(c) | Capital Stock | |
| 4.6 | US GAAP | |
| 4.7 | Undisclosed Liabilities | |
| 4.8 | Absence of Certain Changes | |
| 4.14(a) | Limitation on Ownership of Intellectual Property and Proprietary Rights | |
| 4.14(b) | Claims Relating to the Intellectual Property and Proprietary Rights | |
| 4.14(d) | Restrictions on Use of Intellectual Property and Proprietary Rights | |
| 4.14(e) | Use of Intellectual Property and Proprietary Rights by Seller | |
| 4.14(f) | Development of Intellectual Property and Proprietary Rights | |
| 4.14(g) | Assignment Agreements Relating to the Intellectual Property and Proprietary Rights | |
| 4.15 | Insurance | |
| 4.17 | Litigation | |
| 4.18 | Government Payments | |
| 4.19(a) | Benefit Plans | |
| 4.20 | Permits: Consents | |
| 4.22 | List of Required Authorizations | |
| 4.24(a) | List of Employees | |
| 4.24(c) | Claims Relating to Employees | |
| 4.25 | Affiliations | |
| 4.26(a) | List of Customers | |
| 4.26(b) | List of Suppliers |
| Schedule | Description | |
| 4.27 | Non-Compliance with Law | |
| 4.28 | Warranties on Products | |
| 4.31 | Brokers’ Fees | |
| 4.33 | Warranties | |
| 5.5 | Required Consents and Approvals | |
| 6.4 | Expenses | |
| 6.8 | Key Employees | |
| 7.1(a) | List of Consents and Other Authorizations | |
| 7.1(g) | Employment Offer Letters |
