ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS Sample Clauses

ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS. 2.1 Sale and Purchase of the Storage Assets and Transportation Assets. Effective as of the Effective Time, on the terms and subject to the conditions contemplated herein:
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ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS. 5 2.1 Sale and Purchase of the Storage Assets and Transportation Assets 5 2.2 Consideration and Purchase Price Adjustment 6 2.3 Effective Time of Purchase and Sale 6 2.4 Assumed Liabilities 6 2.5 Excluded Liabilities 7 2.6 Transaction Taxes 7 2.7 Allocation 7 2.8 Withholding 7 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS 7 3.1 Organization and Existence 7 3.2 Authority and Approval; Enforceability 8 3.3 No Conflict 8 3.4 Consents 9 3.5 Laws and Regulations; Litigation 9 3.6 Management Projections, Budgets and Information 9 3.7 Environmental Matters 9 3.8 Condition of Assets: 9 3.9 Taxes 10 3.10 Title 10 3.11 Brokerage Arrangements 10 3.12 No Adverse Changes 10 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES 10 4.1 Organization and Existence 10 4.2 Authority and Approval; Enforceability 11 4.3 Delivery of Fairness Opinion 11 4.4 Brokerage Arrangements 11 4.5 Approval of Conflicts Committee 11 ARTICLE V. COVENANTS, ETC. 11 5.1 Financial Statements 11
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ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS. 7 2.1 Sale and Purchase of the Storage Assets and Transportation Assets 7 2.2 Consideration 8 2.3 Effective Time of Purchase and Sale 8 2.4 Assumed Liabilities 8 2.5 Excluded Liabilities 8 2.6 Transaction Taxes 8 2.7 Allocation 8 2.8 Withholding 9 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS 9 3.1 Organization and Existence 9 3.2 Authority and Approval; Enforceability 10 3.3 No Conflict 10 3.4 Consents 11 3.5 Laws and Regulations; Litigation 11 3.6 Management Projections, Budgets and Information 11 3.7 Environmental Matters 12 3.8 Condition of Assets: 12 3.9 Taxes 12 3.10 Title 12 3.11 Brokerage Arrangements 13 3.12 No Adverse Changes 13 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES 13 4.1 Organization and Existence 13 4.2 Authority and Approval; Enforceability 14 4.3 Delivery of Fairness Opinion 14 4.4 Brokerage Arrangements 14 4.5 Approval of Conflicts Committee 14 ARTICLE V. COVENANTS, ETC. 15 5.1 Financial Statements 15 5.2 Independent Investigation 15 5.3 Post-Closing Payments 15 5.4 Further Assurances 15 5.5 Tax Covenants 16 5.6 Real Property 17 ARTICLE VI. CLOSING 17 6.1 Closing 17 6.2 Deliveries by Sellers 17 6.3 Deliveries by the Partnership Parties 18 ARTICLE VII. INDEMNIFICATION 19 7.1 Environmental Indemnification 19 7.2 Indemnification 20 7.3 Indemnification Procedures 21 7.4 Limitations Regarding Indemnification 22 7.5 Survival 23 7.6 Sole Remedy 23 ARTICLE VIII. MISCELLANEOUS 23 8.1 Expenses 23 8.2 Deed; Xxxx of Sale; Assignment 23 8.3 Notices 23 8.4 Governing Law 24 8.5 Public Statements 24 8.6 Form of Payment 24 8.7 Entire Agreement; Amendments and Waivers 24 8.8 Binding Effect and Assignment 25 8.9 Severability 25 8.10 Interpretation 25 8.11 Headings and Schedules 25 8.12 Counterparts 25 EXHIBITS Exhibit A-1 Madison, IL Storage Assets and Transportation Assets Exhibit A-2 Mount Xxxxxx, IN Storage Assets and Transportation Assets Exhibit A-3 York, NE Storage Assets and Transportation Assets Exhibit B Form of Xxxx of Sale, Assignment and Assumption Agreement Exhibit C Excluded Assets and Liabilities ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made and entered into as of September 23, 2016, and dated effective September 23, 2016, by and among Green Plains Inc., an Iowa corporation (“Green Plains”), Green Plains Madison LLC, a Delaware limited liability company (“Green Plains Madison”), Green Plains Mount Xxxxxx LLC, a Delaware limited liability company (“Green Plains Mount Xx...
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ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS 
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Related to ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS

  • Agreements and Acknowledgments Regarding Shares (i) Counterparty agrees and acknowledges that, in respect of any Shares delivered to Dealer hereunder, such Shares shall be newly issued (unless mutually agreed otherwise by the parties) and, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance and not subject to any preemptive or similar rights and shall, upon such issuance, be accepted for listing or quotation on the Exchange.

  • Director’s Representation and Acknowledgment The Director represents to the Company that his execution and performance of this Agreement shall not be in violation of any agreement or obligation (whether or not written) that he may have with or to any person or entity, including without limitation, any prior or current employer. The Director hereby acknowledges and agrees that this Agreement (and any other agreement or obligation referred to herein) shall be an obligation solely of the Company, and the Director shall have no recourse whatsoever against any stockholder of the Company or any of their respective affiliates with regard to this Agreement.

  • Representations and Acknowledgments The parties hereto make the following representations and acknowledgments:

  • Acknowledgment Regarding Purchasers’ Purchase of Securities The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Securities. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

  • Waivers and Acknowledgments (a) The Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Trustee, on behalf of the Noteholders, protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against the Issuer or any other Person.

  • Representations and Acknowledgements (a) The Executive hereby represents that he is not subject to any restriction of any nature whatsoever on his ability to enter into this Agreement or to perform his duties and responsibilities hereunder, including, but not limited to, any covenant not to compete with any former employer, any covenant not to disclose or use any non-public information acquired during the course of any former employment or any covenant not to solicit any customer of any former employer.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Acknowledgment Regarding Investor’s Purchase of Securities The Company acknowledges and agrees that Investor is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by Investor or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to Investor’s purchase of the Securities. The Company further represents to Investor that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

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