Heartland. At or prior to the Closing, Heartland shall have released (a) each of the Seller, Agri-Energy L.P. and CORN-xx Xxxxx Management from all liabilities under the Credit Agreement, and (b) all liens granted or created by the Seller, Agri-Energy L.P. and CORN-xx Xxxxx Management pursuant to the Credit Agreement.
Heartland. Heartland is a duly formed corporation under the laws of the State of Delaware, validly existing, in good standing and fully qualified to do business in the State of Illinois. The articles of incorporation and by-laws of Heartland, copies of which have been furnished to Lender, are in effect, unamended, and are the true, correct and complete documents relating to Heartland's creation and governance.
Heartland. To the best of the Directors’ knowledge, information and belief, and having made reasonable enquiries, each of AECI, ARE and Heartland and its respective ultimate beneficial owners are third parties independent of Zendai and connected persons of Zendai. Assets to be acquired Under the Framework Agreement, the Zendai Parties have conditionally agreed to acquire and the AECI Parties have conditionally agreed to sell the Acquisition Assets. The Acquisition Assets consist of the Immovable Properties, being certain property assets located in the Modderfontein area of Johannesburg, South Africa, comprising a number of land parcels and buildings, covering approximately 1,600 hectares, and the Heartland Assets. Consideration and payment terms The purchase price payable by Zendai in consideration for the Acquisition Assets, being the Immovable Properties and the Heartland Assets, shall be an amount equivalent to the Transaction Price of approximately ZAR930.68 million (equivalent to approximately HK$735.24 million) together with VAT of approximately ZAR130.30 million (equivalent to approximately HK$102.94 million) thereon, which has been secured by way of the Zendai Payment Guarantee in the amount of approximately ZAR1,060.98 million (equivalent to approximately HK$838.17 million) and has been provided by Zendai to AECI on the Signature Date. The Zendai Payment Guarantee shall remain in force until the earlier of (i) full payment of the Transaction Price is received by AECI or
Heartland. The obligations of Heartland and Heartland Bank to consummate the Mergers are subject to the satisfaction and fulfillment of each of the following conditions on or prior to the Closing Date, unless waived in writing by Heartland:
Heartland. Heartland shall perform the following obligations as drilling contractor:
Heartland. The obligations of Heartland to be performed under this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the following conditions:
