LIB. CHARLOTTE
LIB. GLB Log 1 TECTONIC BOREHOLE 18234.GPJ <<DrawingFile>> 12/09/2018 13:31 10.0.000 Datgel Lab and In Situ Tool - DGD | Lib: Tectonic 2.00.2 2016-10-13 Prj: Tectonic 2.00 2016-02-16
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LIB. CHARLOTTE Current Assets, the amount of such excess shall be deducted on a *** basis from the Adjusted Cash Purchase Price. If the estimated Current Assets exceed the estimated Current Liabilities, the amount of such excess shall be added on a *** basis to the Adjusted Cash Purchase Price. Any such adjustment is referred to as the "Working Capital Adjustment." A form of this Worksheet, reflecting Current Assets and Current Liabilities of the Companies as of December 31, 2004, and supporting information is attached hereto as Exhibit A for illustrative purposes only.
LIB. CHARLOTTE Liabilities) as finally determined by the Resolution Accountants. If both Settlement Offers differ equally, such cost will be borne half by Seller and half by Buyer. If any Party fails to deliver a Settlement Offer in accordance with this Section 2.3(c), such cost will be borne by such Party.
LIB. CHARLOTTE Company to issue any of its authorized but unissued membership interests. In addition, there are no (a) outstanding securities or obligations which are convertible into or exchangeable for any membership interests or other securities of any Company, or (b) contracts, arrangements or commitments, written or otherwise, under which any Company is or may become bound to sell or otherwise issue any membership interests or any other securities. Without limiting the generality of the foregoing, there is no valid basis upon which any person (other than any Company or Seller) may claim to be in any way the record or beneficial owner of, or to be entitled to acquire (of record or beneficially), any membership interest or other security of any Company, and no person has made or, to Seller's Knowledge, threatened to make any such claim. In addition, none of the Companies has any obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any of its membership interests or any interests therein or to pay any dividend or make any distribution in respect thereof.
LIB. CHARLOTTE otherwise stated therein or in any attachment to Schedules 3.7(a) and 3.7(b) attached hereto.
LIB. CHARLOTTE and that are material to, its business. Except for Permitted Exceptions and as otherwise described on Schedule 3.12, there are no liens, mortgages, charges, restrictions, pledges, security interests, options, leases, claims, easements, encroachments or encumbrances on any property or assets owned or used by any Company.
LIB. CHARLOTTE decrees and orders relating to intellectual property protection, transportation, wage and hour, antitrust matters, consumer protection, currency exchange, equal employment opportunity, health and occupational safety, pension and employee benefit matters, securities and investor protection matters, labor and employment matters, and trading-with-the-enemy matters.
LIB. CHARLOTTE transactions contemplated herein and (ii) neither Buyer's execution of this Agreement nor the consummation of the transactions contemplated herein violate or conflict with (A) any law, rule, regulation, ordinance or decree applicable to Buyer, (B) any provision of Buyer's limited partnership agreement, certificate of limited partnership or other organizational documents, or (C) any material agreement or instrument to which Buyer is a party or by which it is bound.
