LIST OF SCHEDULES AND EXHIBITS TO ASSET SALE AGREEMENT OMITTED FROM THIS FILING
EX-2.2 4 dex22.htm LIST OF SCHEDULES AND EXHIBITS List of Schedules and Exhibits
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 |
