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:
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
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...
ASSET PURCHASE AND SALE AND ACKNOWLEDGMENTS
