Common use of Transfer of Assets and Business Clause in Contracts

Transfer of Assets and Business. (a) Each of the Obligors is in possession of and operating in compliance in all respects with all franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders required to own, lease or use its properties and to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders (collectively, "Permitted Exceptions") (i) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, to be obtained or given in the ordinary course of business after the date of the Closing, or (ii) which, if not obtained or given, would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Obligors has (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and (iii) good and sufficient title to the portion of the Assets constituting personal property for the use and operation of such personal property as it has been used in the past and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrances. The Assets are all of the assets and properties necessary to enable the Obligors to conduct the Business and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary for the operation of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (B) at the time of the Closing, neither of the Obligors nor the General Partner (with respect to the Assets) will have signed any effective financing statement (other than financing statements in favor of the Trustee) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection with the Closing.

Transfer of Assets and Business. (a) Each As of the Obligors Closing Date, except as set forth in Schedule 6.8(a), each of the Borrower and its Subsidiaries is in possession of of, and operating in compliance in all material respects with with, all franchises, grants, authorizations, approvals, licenses, permitspermits (other than permits required by Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the “Permits”) required (i) to own, lease or use its properties (including without limitation to own, lease or use its Assets) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, Petrolane, the Borrower and its Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders Permits (collectively, "Permitted Exceptions"the “Routine Permits”) (ix) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, Borrower to be obtained or given in the ordinary course of business after the date of the ClosingClosing Date, or (iiy) which, if not obtained or given, would not, individually or in the aggregate, have present a reasonable likelihood of having a Material Adverse Effect. (b) Each On the Closing Date, each of the Obligors Borrower and its Subsidiaries has (i) good and marketable title to the portion substantially all of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and (iiiii) good and sufficient title to the portion substantially all of the Assets constituting fee-owned personal property for the use and operation of such personal property as it has been is used in on the past and as it is proposed to be used in the Businessdate hereof, in each case subject to no Liens except Permitted Encumbrancessuch as are permitted by Section 8.3. The Assets of the Borrower and its Subsidiaries on the Closing Date are substantially all of the assets and properties necessary to enable the Obligors Borrower and its Subsidiaries to conduct the Business Business. Subject to such exceptions as would not, individually or in the aggregate, present a reasonable likelihood of having a Material Adverse Effect, (A) on the date hereof the Borrower and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any of the Assets leased by the General Partner. Each of the Obligors enjoys its Subsidiaries enjoy peaceful and undisturbed possession under all leases and subleases necessary in any material respect for the operation conduct of its properties and assetsthe Business, and (B) as of the Closing Date, all such leases and subleases are valid and subsisting and are in full force and effect. Except to perfect perfect, preserve and to protect security interests Liens permitted by Section 8.3, as of the character described by Section 10.2Closing Date, (Ax) at the time of the Closing, no presently effective financing statement statements under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to name any of the Assets) Borrower, the General Partner, Petrolane or their respective Subsidiaries as debtor, and which individually or in the aggregate relates relate to any material part of the Assets, will be are on file in any jurisdiction in which any of the Assets are (or have been) located or the Borrower, the General Partner, Petrolane or any such Subsidiary is organized or has its principal place of business and (By) at the time none of the ClosingBorrower, neither of the Obligors nor the General Partner (with respect to Partner, Petrolane and any such Subsidiary has signed, or authorized the Assets) will have signed filing by or on behalf of any secured party of, any presently effective financing statement (other than financing statements which individually or in favor of the Trustee) or any effective security agreement, which relates aggregate relate to any material part of the Assets. (c) As of the date hereof, authorizing neither the Borrower nor any secured party thereunder to file of its Subsidiaries own any such financing statement, except for financing statements to be executed and filed Railcars (as defined in connection with the ClosingGeneral Security Agreement).

Transfer of Assets and Business. (axxi) Each As of the Obligors Restatement Effective Date, except as set forth in Schedule 6.8(a), each of the Company and its Subsidiaries is in possession of of, and operating in compliance in all material respects with with, all franchises, grants, authorizations, approvals, licenses, permitspermits (other than permits required by Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "Permits") required (i) to own, lease or use its properties (including without limitation to own, lease or use the Assets owned, leased or used by it) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, Petrolane, the Company and its Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders Permits (collectively, the "Permitted ExceptionsRoutine Permits") (ix) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, Company to be obtained or given in the ordinary course of business after the date of the ClosingRestatement Effective Date, or (iiy) which, if not obtained or given, would not, individually or in the aggregate, have present a reasonable likelihood of having a Material Adverse Effect. (b. Schedule 6.8(a) Each sets forth a list of the Obligors has (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and (iii) good and sufficient title to the portion of the Assets constituting personal property for the use and operation of such personal property as it has been used in the past and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrances. The Assets are substantially all of the assets consents that may be required to transfer those Permits (other than Routine Permits) constituting an interest in Assets which have not been obtained as of the date hereof, and properties necessary to enable each of the Obligors to conduct the Business Company and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any has requested the consent of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary parties listed thereon for the operation transfer of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (B) at the time of the Closing, neither of the Obligors nor the General Partner (with respect to the Assets) will have signed any effective financing statement (other than financing statements in favor of the Trustee) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection with the ClosingPermits.

Transfer of Assets and Business. (a) Each of the Obligors is in possession of and operating in compliance in all respects with all franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders required to own, lease or use its properties and to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders (collectively, "Permitted Exceptions") (i) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, to be obtained or given in the ordinary course of business after the date of the Closing, or (ii) which, if not obtained or given, would not, individually or in the aggregate, have a Material Adverse Effect. (b) Each of the Obligors has (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and and (iii) good and sufficient title to the portion of the Assets constituting personal property for the use and operation of such personal property as it has been used in the past and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrances. The Assets are all of the assets and properties necessary to enable the Obligors to conduct the Business and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary for the operation of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (B) at the time of the Closing, neither of the Obligors nor the General Partner (with respect to the Assets) will have signed any effective financing statement (other than financing statements in favor of the Trustee) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection with the Closing.

Transfer of Assets and Business. (a) Each As of the Obligors Closing Date, except as set forth in Schedule 6.8(a), each of the Borrower and its Subsidiaries is in possession of of, and operating in compliance in all material respects with with, all franchises, grants, authorizations, approvals, licenses, permitspermits (other than permits required by Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "PERMITS") required (i) to own, lease or use its properties (including without limitation to own, lease or use its Assets) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, Petrolane, the Borrower and its Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders Permits (collectively, the "Permitted ExceptionsROUTINE PERMITS") (ix) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, Borrower to be obtained or given in the ordinary course of business after the date of the ClosingClosing Date, or (iiy) which, if not obtained or given, would not, individually or in the aggregate, have present a reasonable likelihood of having a Material Adverse Effect. (b) Each On the Closing Date, each of the Obligors Borrower and its Subsidiaries has (i) good and marketable title to the portion substantially all of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and (iiiii) good and sufficient title to the portion substantially all of the Assets constituting fee-owned personal property for the use and operation of such personal property as it has been is used in on the past and as it is proposed to be used in the Businessdate hereof, in each case subject to no Liens except Permitted Encumbrances. The Assets such as are all of the assets and properties necessary to enable the Obligors to conduct the Business and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary for the operation of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described permitted by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (B) at the time of the Closing, neither of the Obligors nor the General Partner (with respect to the Assets) will have signed any effective financing statement (other than financing statements in favor of the Trustee) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection with the Closing8.

Transfer of Assets and Business. (a) Each As of the Obligors Restatement Effective Date, except as set forth in Schedule 6.8(a), each of the Company and its Subsidiaries is in possession of of, and operating in compliance in all material respects with with, all franchises, grants, authorizations, approvals, licenses, permitspermits (other than permits required by Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "Permits") required (i) to own, lease or use its properties (including without limitation to own, lease or use the Assets owned, leased or used by it) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, Petrolane, the Company and its Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders Permits (collectively, the "Permitted ExceptionsRoutine Permits") (ix) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, Company to be obtained or given in the ordinary course of business after the date of the ClosingRestatement Effective Date, or (iiy) which, if not obtained or given, would not, individually or in the aggregate, have present a reasonable likelihood of having a Material Adverse Effect. (b. Schedule 6.8(a) Each sets forth a list of the Obligors has (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion of the Assets constituting real property and leased by such Obligor and (iii) good and sufficient title to the portion of the Assets constituting personal property for the use and operation of such personal property as it has been used in the past and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrances. The Assets are substantially all of the assets consents that may be required to transfer those Permits (other than Routine Permits) constituting an interest in Assets which have not been obtained as of the date hereof, and properties necessary to enable each of the Obligors to conduct the Business Company and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any has requested the consent of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary parties listed thereon for the operation transfer of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (B) at the time of the Closing, neither of the Obligors nor the General Partner (with respect to the Assets) will have signed any effective financing statement (other than financing statements in favor of the Trustee) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection with the ClosingPermits.

Transfer of Assets and Business. (a) Each Except as set forth in SCHEDULE 5.8(a), each of the Obligors General Partner, the Company and its Restricted Subsidiaries is in possession of of, and operating in compliance in all material respects with with, all franchises, grants, authorizations, approvals, licenses, permitspermits (other than permits required pursuant to Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "Permits") required (i) to own, lease or use its properties (including without limitation to own, lease or use the Assets owned, leased or used by it) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, the Company and its Restricted Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders Permits (collectively, the "Permitted ExceptionsRoutine Permits") (ix) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, Company to be obtained or given in the ordinary course of business after the date of the Closing, or (iiy) which, if not obtained or given, would not, individually or in the aggregate, have present a reasonable likelihood of having a Material Adverse Effect. SCHEDULE 5.8(a) sets forth a list of substantially all of the consents that may be required to transfer those Permits (other than Routine Permits) constituting an interest in Assets which have not been obtained as of the date hereof, and each of the Company and the General Partner has requested the consent of all parties listed thereon for the transfer of such Permits. To the best knowledge of the Company, no product of the Company infringes in any Material respect any license, permit, franchise, authorization, patent, copyright, service mark, xxademark, trade name or other right owned by any other Person. To the best knowledge of the Company, there is no Material violation by any Person of any right of the Company or any of its Restricted Subsidiaries with respect to any patent, copyright, service mark, xxademark, trade name or other right owned or used by the Company or any of its Restricted Subsidiaries. (b) Each of On the Obligors has date hereof the Company and its Restricted Subsidiaries have (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion substantially all of the Assets constituting real property and leased by such Obligor and (iiiii) good and sufficient title to the portion substantially all of the Assets constituting personal property for the use and operation of such personal property as it has been is used in on the past date hereof and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrancessuch as are permitted by SECTION 10.2 and Liens which will be discharged at the Closing. The SCHEDULE 5.8(b) contains a list of (x) counties where the Assets are located and (y) each Mortgaged Property with the address of each such Mortgaged Property. Except as set forth on SCHEDULE 5.8(b), on the date of Closing, the General Partner, and the Restricted Subsidiaries of the Company will not own or lease any Assets constituting real property. Except as set forth on SCHEDULE 5.8(b), the Assets owned by the Company and its Restricted Subsidiaries are substantially all of the assets and properties necessary to enable the Obligors Company and its Restricted Subsidiaries to conduct the Business in the same manner as previously conducted by AmeriGas, Petrolane and include all options their respective Subsidiaries. Subject to purchase such exceptions as would not, individually or rights in the aggregate, present a reasonable likelihood of first refusal granted to or for having a Material Adverse Effect, (A) on the General Partner with respect to any of date hereof, the Assets leased by the General Partner. Each of the Obligors enjoys Company and its Restricted Subsidiaries enjoy peaceful and undisturbed possession under all leases and subleases necessary in any material respect for the operation conduct of its properties and assetsthe Business, and (B) all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of and (c) On the character described by Section 10.2, (A) at the time date of the Closing, no effective financing statement under (i) the Uniform Commercial Code which names either Company holds record and beneficial ownership of real properties, easements and licenses comprising all of the Obligors or the General Partner Assets owned by them (with respect to any of the Assetsexcept as set forth on SCHEDULE 5.8(c)) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction and (Bii) at except for real property acquired within 90 days prior to the time date of the Closing, neither the Conveyance Agreements referred to in clause (b) of the Obligors nor definition of such term and the General Partner Security Documents (other than the Intercreditor Agreement), or proper notices, statements or other instruments in respect thereof, will have been duly recorded, published, registered or filed as required by SECTION 4.8 with respect to all of the AssetsAssets located in the counties listed in SCHEDULE 5.8(b). (d) will have signed any effective financing statement On the date of the Closing, the Assets constitute all of the General Collateral (other than financing statements as set forth in favor SCHEDULE 5.8(d)). (e) On the date of the TrusteeClosing each Mortgaged Property listed on SCHEDULE 5.8(e) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection with the Closinghas title insurance.

Transfer of Assets and Business. (a) Each Except as set forth in SCHEDULE 5.8(a), each of the Obligors General Partner, the Company and its Restricted Subsidiaries is in possession of of, and operating in compliance in all material respects with with, all franchises, grants, authorizations, approvals, licenses, permitspermits (other than permits required pursuant to Environmental Laws), easements, rights-of-way, consents, certificates and orders (collectively, the "Permits") required (i) to own, lease or use its properties (including without limitation to own, lease or use the Assets owned, leased or used by it) and (ii) considering all such Permits in the possession of, and complied with by, the General Partner, the Company and its Restricted Subsidiaries taken together, to permit the conduct of the Business as now conducted and proposed to be conducted, except for those franchises, grants, authorizations, approvals, licenses, permits, easements, rights-of-way, consents, certificates and orders Permits (collectively, the "Permitted ExceptionsRoutine Permits") (ix) which are not required at this time and are routine or administrative in nature and are expected in the reasonable judgment of Star/Petro or the General Partner, as the case may be, Company to be obtained or given in the ordinary course of business after the date of the Closing, or (iiy) which, if not obtained or given, would not, individually or in the aggregate, have present a reasonable likelihood of having a Material Adverse Effect. SCHEDULE 5.8(a) sets forth a list of substantially all of the consents that may be required to transfer those Permits (other than Routine Permits) constituting an interest in Assets which have not been obtained as of the date hereof, and each of the Company and the General Partner has requested the consent of all parties listed thereon for the transfer of such Permits. To the best knowledge of the Company, no product of the Company or any of its Restricted Subsidiaries infringes in any material respect any license, permit, franchise, authorization, patent, copyright, service mark, xxademark, trade name or other right owned by any other Person. To the best knowledge of the Company, there is no material violation by any Person of any right of the Company or any of its Restricted Subsidiaries with respect to any patent, copyright, service mark, xxademark, trade name or other right owned or used by the Company or any of its Restricted Subsidiaries. (b) Each of On the Obligors has date hereof the Company and its Restricted Subsidiaries have (i) good and marketable title to the portion of the Assets constituting real property owned in fee simple by such Obligor, (ii) good and valid leasehold interests in the portion substantially all of the Assets constituting real property and leased by such Obligor and (iiiii) good and sufficient title to the portion substantially all of the Assets constituting personal property for the use and operation of such personal property as it has been is used in on the past date hereof and as it is proposed to be used in the Business, in each case subject to no Liens except Permitted Encumbrancessuch as are permitted by SECTION 10.2 and Liens which will be discharged at the Closing. The SCHEDULE 5.8(b) contains a list of (x) counties where the Assets are all of the assets and properties necessary to enable the Obligors to conduct the Business and include all options to purchase or rights of first refusal granted to or for the General Partner with respect to any of the Assets leased by the General Partner. Each of the Obligors enjoys peaceful and undisturbed possession under all leases necessary for the operation of its properties and assets, and all such leases are valid and subsisting and are in full force and effect. Except to perfect and to protect security interests of the character described by Section 10.2, (A) at the time of the Closing, no effective financing statement under the Uniform Commercial Code which names either of the Obligors or the General Partner (with respect to any of the Assets) as debtor, which individually or in the aggregate relates to any part of the Assets, will be on file in any jurisdiction located and (By) at the time of the Closing, neither of the Obligors nor the General Partner (with respect to the Assets) will have signed any effective financing statement (other than financing statements in favor of the Trustee) or any effective security agreement, which relates to any part of the Assets, authorizing any secured party thereunder to file any such financing statement, except for financing statements to be executed and filed in connection each Mortgaged Property with the Closing.address of each such