List of Schedules and Exhibits to Asset Purchase and Sale Agreement

Summary

This document lists the schedules and exhibits associated with an Asset Purchase and Sale Agreement between a buyer and a seller. The schedules detail items such as contracts, excluded assets, employee lists, inventory values, permits, intellectual property, and legal matters. The exhibits include deeds, legal opinions, and various related agreements. The actual content of these schedules and exhibits is omitted from this filing, but the list provides an overview of the key documents supporting the main agreement.

EX-2.3 4 0004.txt LIST OF SCHEDULES AND EXHIBITS EXHIBIT 2.3 List of Schedules and Exhibits to Asset Purchase and Sale Agreement omitted from this filing. Schedule 1.01A - Contract Schedule 1.01B - Excluded Assets Schedule 1.01C - Leases and Easements Schedule 1.01D - Permitted encumbrances Schedule 1.01E - Prepaid Expenses and Deposits Schedule 1.01F - Refinery Land Schedule 1.01G - Third Party Property Schedule 1.01H - Excluded Contracts Schedule 1.01I - List of Seller's and Buyer's Key Employees Schedule 3.03(a)(i) - Inventory Values Schedule 3.03(a)(ii) - Other Inventory Value Schedule 3.03(a)(iii) - Net Working Capital Adjustment Schedule 4.01 - Employees Schedule 4.02A - Collective Bargaining Agreements Schedule 4.02C - Seller's Union Benefits Schedule 4.04A - Salaried Employee Benefits Schedule 409B - Seller's Severance Benefits Schedule 4.10 - ERISA Plans Schedule 5.03(a) - Consents - Seller Schedule 5.03(b) - Non-Contravention-Seller Schedule 5.04 - Litigation - Seller Schedule 5.05 - Material Contracts Schedule 5.05A - Defaults/Notices of Termination of Materials Contracts Schedule 5.07 - Equipment Schedule 5.08 - Compliance with Laws Schedule 5.10(a) - Permits Schedule 5.10(b) - Exceptions to Total Average Feedstock Charge in 1996 Schedule 5.10(c) - Exceptions to Carb Diesel Production in 1996 Schedule 5.11 - Tax Liens Schedule 5.12 - Exceptions to Good and Marketable Title Schedule 5.13 - Condemnation Proceedings Schedule 5.14 - Labor Matters Schedule 5.15(a) - Intellectual Property owned by Seller Schedule 5.15(b) - Intellectual Property Owned by Third Parties Schedule 5.16 - Shared Assets Schedule 6.03(a) - Consents-Buyer Schedule 6.03(b) - Non-Contravention-Buyer Schedule 6.04 - Litigation - Buyer Schedule 6.05 - No Breach - Buyer Schedule 13.08(b) - Seller's Remediation Projects Schedule 16.01(a) - Assignable Licensed Technology Rights Schedule 16.01(b) - Non-Assignable Licensed Technology Rights Schedule 19.16 - Purchase Price Allocations Exhibits Exhibit A - Deed(s) Exhibit B - Assignment and Assumption Agreement Exhibit C - Seller's Legal Opinion Exhibit D - Buyer's Legal Opinion Exhibit E - Transition Services Agreement Exhibit F - Calif SJ Heavy Crude Oil Supply Agreement Exhibit G - Elk Hills Crude Oil Supply Agreement Exhibit H - Product Offtake Agreement Exhibit I - Transportation Agreement for TRPP Pipeline