Legal Schedules AB J

LEGAL SCHEDULES AB J

This Legal Schedules AB J (the Schedules) is made as of Effective Date: by and between Party A: , a organized under the laws of with principal address , and Party B: , a organized under the laws of with principal address .

RECITALS

WHEREAS, the parties entered into a primary agreement identified as the Agreement dated under which various schedules, representations and allocations are required;

WHEREAS, the parties desire to set forth certain specific disclosures, lists of assets, excluded liabilities and employment or consulting arrangements in Schedules A, B and J respectively to inform the parties' rights and obligations;

WHEREAS, the parties intend that the Schedules shall be binding upon and shall constitute representations, warranties and covenant schedules for purposes of the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Agreement and these Schedules, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 Capitalized terms used but not defined in these Schedules shall have the meanings given to them in the Agreement. For the avoidance of doubt, the terms "Schedules", "Schedule A", "Schedule B" and "Schedule J" shall refer to the respective parts of this document attached to and incorporated into the Agreement.

2. SCHEDULE A — LIST OF ASSETS

2.1 Schedule A sets forth all material tangible and intangible assets that are the subject of the Agreement. Each asset listed below is described with sufficient specificity to permit identification and transfer, where applicable.

2.2 Each asset listed above shall be accompanied by all necessary documentation to effect transfer or assignment. If title, license, registration or third-party consent is required for any asset listed, such requirement is noted in the asset description or in Schedule A attachments to these Schedules.

3. SCHEDULE B — EXCLUDED LIABILITIES

3.1 Schedule B identifies liabilities, obligations and claims that are expressly excluded from assumption or transfer under the Agreement. The parties acknowledge that excluded liabilities remain the responsibility of the identified party.

Types of exclusions (check all that apply):
Tax liabilities (pre-closing periods)
Pending or threatened litigation listed separately in Schedule B
Employee benefit and severance obligations
Other (describe below)

4. SCHEDULE J — EMPLOYMENT AND CONSULTING ARRANGEMENTS

4.1 Schedule J lists all employees, independent contractors and consultants for whom continuing obligations, restrictive covenants, retention payments or other post-closing arrangements are in effect or contemplated.

4.2 The parties represent that Schedule J includes material post-closing obligations, including any change-of-control payments, non-competition or non-solicitation covenants, and that all amounts due pursuant to Schedule J are accurately stated to the best of the disclosing party's knowledge.

5. REPRESENTATIONS AND WARRANTIES REGARDING SCHEDULES

5.1 Each party represents and warrants to the other party that the information and disclosures set forth in Schedules A, B and J are true, complete and correct in all material respects as of the Effective Date, and do not omit any information the omission of which would render the disclosures misleading.

5.2 If, prior to the date of closing or within any representation survival period specified in the Agreement, a party becomes aware that any information in these Schedules is untrue or misleading in any material respect, that party shall promptly deliver a written supplement with full particulars and any proposed remedial measures.

6. COVENANTS

6.1 The parties covenant to cooperate in good faith to provide reasonable access to records, agreements and third-party consents necessary to verify the matters set forth in these Schedules.

6.2 Neither party shall materially alter, dispose of or encumber any asset listed in Schedule A prior to closing except as expressly permitted by the Agreement. Any such permitted dispositions shall be documented and listed in an updated Schedule A supplement.

7. INDEMNIFICATION

7.1 Subject to the terms and limitations set forth in the Agreement, each party shall indemnify, defend and hold harmless the other party from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of the representations, warranties or covenants set forth in these Schedules, including any inaccuracy or omission in Schedules A, B or J.

7.2 The indemnifying party's obligations shall include the defense and resolution of claims identified in Schedule B where the excluded liabilities are asserted against the indemnified party by a third party as a result of matters arising before the Effective Date, unless otherwise provided in the Agreement.

8. NOTICES

8.1 All notices required or permitted under these Schedules shall be given in accordance with the notice provisions of the Agreement. For convenience, the parties provide the following immediate notice contacts:

9. AMENDMENTS; WAIVER

9.1 These Schedules may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver, and no single or partial exercise of any right shall preclude any other or further exercise.

10. COUNTERPARTS

10.1 This instrument may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be effective as originals to bind the signing party.

11. GOVERNING LAW

11.1 These Schedules shall be governed by and construed in accordance with the laws of the State or jurisdiction specified in the Agreement without regard to its conflict of law principles.

12. ENTIRE AGREEMENT

12.1 These Schedules, together with the Agreement and any referenced schedules or exhibits, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous understandings, negotiations and agreements.

13. SEVERABILITY

13.1 If any provision of these Schedules is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

14. MISCELLANEOUS

14.1 The headings used in these Schedules are for convenience of reference only and shall not affect the interpretation of any provision. References to Sections and Schedules are to sections of and schedules to these Schedules unless otherwise specified.

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