Examples of Conveyed Properties in a sentence
In the event that documents requested by a Party include information that does not relate to the Conveyed Properties or Oakfield, then the other Party shall be permitted to redact such information in such documents.
From and after the applicable Closing Date with respect to the Shares of each Company and the Conveyed Properties, Purchaser shall solely be responsible for providing such insurance coverage as it may in its sole judgment determine to be appropriate which respect to occurrences and claims arising after such Closing Date with respect to each Company and the Conveyed Properties, as the case may be.
At the Closing, Buyer and its designee will have all governmental licenses, authorizations, consents and approvals required for the ownership and operation of the Conveyed Properties, other than Customary Post-Closing Consents.
The provisions of this Section 8.9 set forth the sole and exclusive remedy of Purchaser and its Affiliates with respect to any and all defects or deficiencies in title to the Properties, other than AMI Conveyed Properties, and Purchaser, on behalf of itself and the Purchaser Indemnified Parties, waives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action, legal or equitable, to pursue any other remedies.
Seller shall have the right to have one or more representatives accompany Buyer at all times during Buyer’s Environmental Review, and Buyer shall give Seller at least forty-eight (48) hours’ notice prior to any visits by it (or any Buyer Representatives) to the Conveyed Properties.
Buyer acknowledges that various bonds, letters of credit, guarantees and/or cash deposits set forth on Schedule 5.2 (collectively, “Security Arrangements”) have been provided by Company Parties and/or their affiliates to secure the payment and performance of obligations related to the Conveyed Properties.
There is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of either Seller or any of the Companies who is entitled to any fee or commission that is or will be an obligation of any Company in connection with the purchase and sale of the Shares and the Conveyed Properties pursuant to this Agreement.
Notwithstanding Sections 5.5(a)(i) and (ii), Purchaser, on the one hand, and Sellers, on the other hand, shall share equally all transfer, sales, excise and similar Taxes, if any, arising from the purchase and sale of the Shares, the AMI Conveyed Properties, the AMI Conveyed Contract, the Alpine Rights-of-Way or the Product Inventory.
Except for such items that are being held in suspense for which the Purchase Price is adjusted pursuant to Section 3.2(b)(viii), all Burdens with respect to the Conveyed Properties (other than the Buyer Operated Properties) have been paid, or if not paid, are being contested in good faith in the normal course of business.
Buyer agrees that, as soon as practicable after the Closing, and in any event on or before the thirtieth (30th) day after the Closing, it will cease using the Seller Marks in any manner, directly or indirectly, and remove, strike over or otherwise obliterate all Seller Marks from the Conveyed Properties.