No Right of Off. Set/Set-Off 62 9.8. Notices 62 9.9. Governing Law 63 9.10. Amendments and Waivers 64 9.11. Severability 64 9.12. Construction 64 9.13. Specific Performance 64 9.14. Jurisdiction; Court Proceedings; Waiver of Jury Trial 64 9.15. No Third Party Beneficiaries 65 9.16. No Presumption Against Drafting Party 65 9.17. Signatures 65 9.18. Computation of Time 65 9.19. Dollars 65 EXHIBITS Exhibit A Form of Transitional Services Agreement Exhibit B Sample Calculation of the Intercompany Account Adjustment Amount Exhibit C Purchase Price Allocation Exhibits D1-D-4 Form of Lease Agreements Exhibit E Form of Xxxx of Sale and Assignment and Assumption Agreement Exhibit F Form of Memorandum of Understanding Exhibit G Form of Storage/Exclusivity Agreement Exhibit H Form of HSE Transition Agreement Schedule A Canadian Assets Schedule B Stockton Assets Schedule C Excluded Canadian Liabilities Schedule D Canadian Feed Employees Schedule E Transferred UK Terminals Employees PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of December 20, 2012 (the “Agreement”), is by and among E D & F Man Holdings Limited, a limited liability company incorporated and registered in England and Wales with registered number 03909548 (“Buyer”), Westway Group, Inc., a Delaware corporation (“Westway Group”), Westway Holdings UK Limited, a limited liability company incorporated and registered in England and Wales with registered number 06689215 (“UK Holdings”), Westway Terminal & Feed Products Canada, Inc., a corporation organized under the laws of Canada (“Westway Canada”) and Westway Holdings Netherlands B.V., a limited liability company organized under the laws of the Netherlands (“Netherlands Holdings”), (Westway Group, UK Holdings, Westway Canada and Netherlands Holdings are sometimes hereinafter referred to separately as a “Seller” and collectively the “Sellers,” and Buyer and the Sellers are sometimes hereinafter referred to separately as a “Party” and collectively as the “Parties”).
No Right of Off set/Set-off. Neither Purchaser, Parent nor Seller shall have any right to off-set or set-off any payment due pursuant to Sections 1.2 or 1.3 of this Agreement against any other payment to be made pursuant to this Agreement or otherwise (including against indemnification payments).
