List of Schedules and Exhibits to Asset Sale Agreement
This document provides a comprehensive list of schedules and exhibits that are part of an Asset Sale Agreement between a seller and a buyer. The schedules detail specific assets, liabilities, contracts, permits, and other items involved in the transaction, while the exhibits include related agreements and certificates. The actual content of these schedules and exhibits is omitted from this filing. The list serves as a reference for the parties to identify all documents and information incorporated into the Asset Sale Agreement.
Exhibit 2.2
LIST OF SCHEDULES AND EXHIBITS TO ASSET SALE AGREEMENT
OMITTED FROM THIS FILING
| SCHEDULES: | ||
| Schedule1.1 | Definitions and Interpretations | |
| Schedule 2.1.1 | Owned Real Property | |
| Schedule 2.1.2 | Leased Real Property | |
| Schedule 2.1.3 | Easements | |
| Schedule 2.1.4 | Coastal Pipeline | |
| Schedule 2.1.7 | Assigned Contracts | |
| Schedule 2.1.8 | Licenses & Permits | |
| Schedule 2.1.11 | Prepayments | |
| Schedule 2.1.12 | Air Pollution Control Credits | |
| Schedule 2.1.13 | Low Sulfur Gasoline Credits | |
| Schedule 2.1.14 | Miscellaneous Assets | |
| Schedule 2.1.15(A) | Owned Intellectual Property | |
| Schedule 2.1.15(B) | Licensed Intellectual Property | |
| Schedule 2.2.1 | Excluded Third Party Claims | |
| Schedule 2.2.7 | Excluded Contracts/Licenses | |
| Schedule 2.2.14 | Excluded Miscellaneous Assets | |
| Schedule 2.2.15 | Harbor Pipeline | |
| Schedule 2.6.3.2 | Inventory Valuation Procedures | |
| Schedule 2.9.3 | Form of Bargain and Sale Deed with a Covenant as to Grantor’s Acts | |
| Schedule 3.1.2 | Seller Required Governmental and Third Party Authorizations, Consents, or Approvals | |
| Schedule 3.1.5 | Production Volumes | |
| Schedule 3.2.2 | Buyer Required Governmental and Third Party Authorizations, Consents, or Approvals | |
| Schedule 4.1.7.2(j) | Cogeneration Facility Agreements | |
| Schedule 4.1.9 | Compliance with Law | |
| Schedule 4.1.10.4 | Audits and Assessments | |
| Schedule 4.1.11 | Environmental Reports | |
| Schedule 4.1.12 | Litigation | |
| Schedule 4.1.14.1 | Seller Plan List | |
| Schedule 4.1.17 | Intellectual Property, Exceptions | |
| Schedule 5.3.1 | Operation of Business, Exceptions | |
| Schedule 6.5.1 | Current Employees | |
| Schedule 6.5.2(A) | Designated Employees | |
| Schedule 6.5.2(B) | Offers of Employment | |
| Schedule 6.5.6 | Unvested Accrued Benefits | |
| Schedule 6.5.8 | Welfare and Other Non-Pension Fringe Benefits | |
| Schedule 6.6.2 | Computer Matters | |
| Schedule 6.12 | Release and Replacement of Bonds, Guarantees, etc. | |
| Schedule 7.1.7 | Consents | |
| Schedule 7.1.10 | Essential Licenses | |
| Schedule 7.2.6 | Consents | |
| Schedule 11.15(A) | Form of Seller Guarantor Guaranty Agreement | |
| Schedule 11.15(B) | Form of Buyer Guarantor Guaranty Agreement |
| EXHIBITS: | ||
| Exhibit A | Easement Agreement | |
| Exhibit B | Cogeneration Facility Lease Term Sheet | |
| Exhibit C | Seller Guarantor Officer Certificate | |
| Exhibit D | Seller Guarantor Counsel Legal Opinion | |
| Exhibit E | Certification of Non-Foreign Status |
