CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. The obligations of Seller and Shareholder under this Agreement are subject to the satisfaction at or prior to the Closing of the following conditions, but compliance with any of such conditions may be waived by Seller in writing:
CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. The obligations of Seller and Shareholder under this Agreement are subject to the fulfillment, at or prior to each Closing Date, of the following conditions precedent, each of which may be waived in writing in the sole discretion of Seller and Shareholder:
CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. The obligations of Seller and Shareholder to cause the sale of the Assets and the other transactions contemplated hereby to occur at Closing shall be subject to the satisfaction on or prior to the Closing Date of all of the following conditions, except such conditions as Seller and Shareholder may waive in writing:
CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. The obligation of Seller to sell and transfer the Purchased Assets to Buyer under this Agreement is subject to the satisfaction on or before the Closing Date of the following conditions, unless any such condition shall be waived in writing in whole or in part by Seller:
CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. All obligations of Seller and Shareholder to be discharged under this Agreement are subject to the fulfillment, prior to or at the Closing, of each of the following conditions, unless waived in writing by Seller and Shareholder at any time prior to or at the Closing:
CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. The obligations of Seller and Shareholder hereunder are subject, at its or his election, to the satisfaction, at or prior to the Closing Date, of the following conditions:
CONDITIONS TO OBLIGATIONS OF SELLER AND SHAREHOLDER. TO CONSUMMATE THE TRANSACTION 19 10.1 Compliance With Agreement 19 10.2 Opinion of Counsel 19 10.3 Noncompetition, Services and Temporary License and Lease Agreements. 19 ARTICLE 11. INDEMNIFICATION 19 11.1 Seller’s and Shareholder’s Indemnity. 20 11.2 Buyer’s Indemnity. 20 11.3 Special Hazardous Substances Indemnity 21 11.4 Procedure 22 11.5 Costs 23 ARTICLE 12. SURVIVAL OF COVENANTS, AGREEMENTS, REPRESENTATIONS AND WARRANTIES; AND LIMITATIONS AND MISCELLANEOUS PROVISIONS REGARDING INDEMNIFICATION 23 12.1 Survival of Representations and Warranties 23 12.2 Limitations on Indemnification. 23 12.3 Treatment of Indemnity Payments 24 12.4 Taxes and Insurance 24 ARTICLE 13. EXPENSES 24 ARTICLE 14. MISCELLANEOUS 25 14.1 Notices 25 14.2 Parties in Interest and Assignment. 25 14.3 Modification 25 14.4 Waiver 25 14.5 Entire Agreement 26 14.6 Execution in Multiple Originals 26 14.7 Headings 26 14.8 Invalid Provisions 26 14.9 Governing Law 26 14.10 Gender 26 14.11 Exhibits and Schedules 26 ARTICLE 15. PURCHASE AND SALE OF REAL PROPERTY 26 15.1 Real Property 26 15.2 Purchase Price for Real Property 27 15.3 Payment for Real Property; Taxes and Recording Fees. 27 15.4 Title Insurance 27 15.5 Inspections of Real Property; Real Property Price Adjustment 29 15.6 Deed 29 15.7 Termination of Leases 29 Schedules: Schedule 1 “Knowledge” Schedule 2.1 Assets Schedule 2.1A Real Property Schedule 2.1B Leases of Real Property Schedule 2.1C Propane Tanks and Other Personal Property Schedule 2.1D Leases of Propane Tanks and Other Personal Property Schedule 2.1E Contracts and Other Agreements Schedule 2.1F Intangible Property Schedule 2.1G Memberships and Permits Schedule 2.1H Patents and Trademarks Schedule 2.2 Excluded Assets Schedule 3.1 Accounts Receivable Discount Formula Schedule 3.2 Allocation of Purchase Price Schedule 6.4 Seller’s Required Consents Schedule 6.6 Approvals, Licenses and Authorizations Schedule 6.13 Insurance Policies Schedule 6.16 Substantial Customers and Suppliers Schedule 6.17 Litigation, Adverse Events and Violations Schedule 6.18 Employee Benefit Plans Schedule 6.19 Business Names Schedule 6.21 Environmental Conditions Schedule 8.5 List of Employees Exhibits: Exhibit A Form of Noncompetition Agreement Exhibit B Form of Services and Temporary License Agreement Exhibit C Opinion of Seller’s Counsel Exhibit D Opinion of Buyer’s Counsel Exhibit E Form of Lease Agreement Exhibit F Form of Assignment and Assumption Instrument ASSET PURCHASE AGREEMENT THIS ASSET ...
