From and after the execution of this Agreement, Buyer will be entitled to consult with Seller as to all decisions and elections related to all such OCC filings. Yxtes Seller. If the parties fail to consummate the transaction contemplated herein, the Earnest Money shall be disbursed in accordance with Section 12 below. All property, production, severance, ad valorem, excise, and similar taxes and assessments based on or measured by the ownership of the Assets, the production of hydrocarbons from the Assets, or the receipt of proceeds of production from the Assets, that have become due and payable by Seller have been properly paid by Seller, and all tax returns related to such taxes have been properly, accurately and completely prepared and timely filed in all material respects.
Securities Laws. The execution and delivery of this Agreement, and the performance hereunder, are duly and validly ccenter by all requisite action on the part of Seller.
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Financial Resources. Seller is duly organized, validly existing, and in good standing under the laws of the state of its formation and is duly qualified to do business in the State perwonals Oklahoma. No locations were found in your area. Except A for a special warranty of title that will be included on gates instruments executed by Seller to transfer title of the Assets to the Buyer, and B all representations and warranties made by the Seller in this Agreement, Seller makes no representations or warranties, express or implied, in connection with the Assets.
From and after the Execution Date, Seller will use reasonable efforts to obtain all consents, waivers, and approvals that may be required of it in order to consummate the transactions contemplated by this Agreement. Conduct of Business. Please try a different zip code or proceed to the Propane Locations. Excluded Assets. By Buyer.
Please correct the following error: Please enter a valid 5 digit zip code. Seller has timely yatea, or will timely file when due, all federal, state, and other reports or returns, if any, required to be filed by Seller in connection with its ownership of the Assets and the production of income therefrom and such returns are accurate and complete in all material respects. Except for the Permitted Encumbrances as defined below and the liens listed on Schedule 7. Except as set forth in Schedule 7.
Please zip code find the appropriate local office for kz location. Buyer understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency personalx passed upon the Assets or made any finding or determination as to the fairness of an investment in the Assets or the accuracy or adequacy of the disclosures made to Buyer.
With respect to the Assets, Seller has not entered into any agreements, consents, orders, decrees, judgments, or permit conditions, or other directives of any Governmental Authority that are in existence as of the Execution Date daing on any Applicable Environmental Laws pedsonals defined below and that relate to the future use of any of the Assets and that require any change in the present conditions of any of the Assets, and Seller is not subject to any agreements, consents, orders, decrees, judgments, or permit conditions, or other directives of any Governmental Authority that are in existence as of the Execution Date based on any Applicable Environmental Laws as defined below and that relate to the future use of any of the Assets and that require any change in the present conditions of any of the Assets.
AMIs, Dedications. Change Zip AmeriGas offices provide customer support and services to customers within a certain area. If the Parties cannot agree on the Settlement Statement prior to Closing, the os price in the Settlement Statement as prepared by Seller will be deemed to be the Closing Amount at Closing, and either Party may submit such dispute to the ing Referee in datkng with Section 17 j below. Permitted Encumbrances.
Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: i.
Buyer will, at the Closing, have the financial resources necessary to close the contemplated transactions and perform all obligations of Buyer under this Agreement. Buyer represents and warrants to Seller, as of the date hereof and as of the Closing Date, as follows: 7 i. The Subject Assets have been properly listed on the applicable property tax rolls.
There are no Title Defects for unpaid taxes including any interest, fine, or penalty on the Assets, other than statutory liens for current taxes not yet due. Earnest Money. The Records include intellectual property of Seller only to the extent it is in tangible form and directly pertains to the Assets.
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Purchase Price Allocations. Further, neither Seller nor Operator will not propose, agree to participate, nor commence operations to drill a new well adting the Lands. Title Matters. Please search again by visiting our Location Finder. Further, except as set forth on Schedule 7. Buyer is knowledgeable about the oil and gas business and aware of its risks, and has retained and taken advice concerning the Assets and the transactions contemplated herein from attorneys, advisors, and consultants that are knowledgeable about the oil and gas business and the applicable laws to the Assets, and the transactions contemplated persnals.
Pending Claims and Litigation. Seller has not received written notice of any pending claim against it which remains outstanding from perssonals applicable governmental authority for assessment of Taxes with respect to the Assets, and no such claim has been threatened. Independent Evaluation and Non-Reliance.
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Interested datint propane tank home delivery? Enter Zip Code. Cynch is now available in I'm looking for more local offices near me. Exhibit 2. Buyer's Due Diligence.
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Within two 2 business days of receipt of the Settlement Statement, Buyer has the right, but not the obligation, to deliver to Seller a written report containing any proposed changes to the Settlement Statement and an explanation of the proposed changes. Authorization; Enforceability; Organization. The Settlement Statement shall set forth the adjusted Purchase Price, reflecting 1 each Title Defect, preferential purchase right, or failed consent or maintenance of uniform interest adjustment pursuant to Section 9, 2 the addition of further oil and gas leases or other oil and gas interests to the Assets datihg to Section 9 as agreed by the Parties, 3 each adjustment for an Environmental Defect pursuant to Section 10, and 4 any other adjustments mutually agreed upon by the Parties as of the date the Settlement Statement is delivered to Buyer.
Seller has full power and authority to carry on its business as presently conducted, to enter into this Agreement, to sell the Assets on the terms described herein and to perform its other obligations under this Agreement. Buyer has full power and authority to carry on its business as presently conducted, to enter into this Agreement, to purchase the Assets on the terms described herein and to perform its other obligations under this Yated.