Attached files
Exhibit 2.1.1
List of Schedules and Exhibits to Asset and Membership Interest Purchase and Sale
Agreement Omitted from this Filing
| Exhibits | ||
| Exhibit A | Form of Assignment and Bill of Sale | |
| Exhibit B | Form of Membership Interest Assignment | |
| Exhibit C | Form of Blending Patents License | |
| Exhibit D | Form of Software License and Support Agreement | |
| Exhibit E | Form of Transition Services Agreement | |
| Exhibit F | Form of Transloader Patent License | |
| Exhibit G | Seller’s Officer’s Certificate | |
| Exhibit H | Seller’s Secretary’s Certificate | |
| Exhibit I | Seller’s Non-Foreign Person Affidavit | |
| Exhibit J | Buyer’s Officer’s Certificate | |
| Exhibit K | Buyer’s Secretary’s Certificate | |
| Exhibit L | Form of Membership Interest Assignment (MCE Blending, LLC) | |
| Exhibit M | Buckeye Letter Agreement | |
| Exhibit N | Form of Canadian Blending License | |
| Exhibit O | Form of Consulting Agreement | |
| Exhibit P | Form of Employment Agreement | |
| Exhibit Q | Form of Assignment and Assumption Agreement | |
| Exhibit R | Form of Canadian Butane Supply Agreements | |
| Schedules | ||
| Schedule 1.1(a) | Seller Officers with “knowledge” | |
| Schedule 1.1(b) | Company Parts and Equipment | |
| Schedule 1.1(c) | Description of Company Real Property | |
| Schedule 1.1(d) | Retained Seller Liabilities | |
| Schedule 3.1(f) | Allocation Statement | |
| Schedule 3.2(a)-1 | Combined Inventory Valuation Procedures | |
| Schedule 3.2(a)-2 | Combined Inventory Calculation Procedures | |
| Schedule 4.3(m) | Certain Excluded Assets | |
| Schedule 4.3(q) | Butane and Gasoline Held in Connection with Buckeye Letter Agreement | |
| Schedule 5.5(d) | Financial Statement Matters | |
| Schedule 5.8(a) | Company Real Property Matters | |
| Schedule 5.8(b) | Notices Regarding Company Real Property | |
| Schedule 5.9 | Litigation | |
| Schedule 5.10 | Compliance with Legal Requirements | |
| Schedule 5.11 | Governmental Authority Consents | |
| Schedule 5.12 | Environmental Matters | |
| Schedule 5.13 | Material Permits | |
| Schedule 5.14 | Violations under Orders, etc. or Permits | |
| Schedule 5.15(a) | Material Contracts | |
| Schedule 5.15(b) | Defaults under Material Contracts | |
| Schedule 5.16 | Tax Matters | |
| Schedule 5.18(b) | Other Intangible Property Necessary to Conduct the Butane Blending Business | |
| Schedule 5.18(d) | Infringement of the Company’s or the Seller’s Intellectual Property | |
| Schedule 5.18(e) | Owned Intellectual Property | |
| Schedule 5.18(i)(iv) | Public Software | |
| Schedule 5.18(k) | Licenses of Intellectual Property by the Company and Seller | |
| Schedule 5.18(l) | Licenses of Intellectual Property to the Company and Seller | |
| Schedule 5.18(o) | Intellectual Property Owned by or Registered to Employees, Consultants or Contractors | |
| Schedule 5.19(a) | Business Employees; Independent Contractors | |
| Schedule 5.19(b) | Other Labor Matters | |
| Schedule 5.20(a) | Seller Employee Benefit Plans | |
| Schedule 7.3 | Required Consents | |
| Schedule 7.9(a) | Offered Employees | |
| Schedule 7.9(h) | Benefit Plan Events |