Closing, TBOL shall contribute to the Company all of the TBOL Assets (as defined below) free and clear of all Liens.
If any of the conditions set forth in Section 11 have not been satisfied as of the time of the Closing, then ATPA and TBOL may terminate this Agreement by written notice to the other Parties, or ATPA and TBOL may waive the unsatisfied condition or conditions and proceed with the Closing.
To ATPA's and TBOL's knowledge, ATPA and TBOL have acquired the TBOL Assets solely from persons or entities who sell similar property in the ordinary course of business.
No suit, action, litigation, administrative proceeding, arbitration proceeding, governmental proceeding, investigation, inquiry, or other proceeding is pending or, to the knowledge of ATPA or TBOL, threatened against TBOL or the TBOL Business, including with respect to any claim by Thomas Havey LLP or Chris Arentz.
TBOL has delivered to the other Parties true and complete copies of all policies of insurance under which TBOL is a party or is or has been covered at any time within the three (3) years preceding the date of this Agreement.