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Excluded Assets. Independent Evaluation and Non-Reliance.
By Buyer. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and receive joslyn james escort Seller, the Assets except the Excluded Assets defined below.
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Seller represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: i. Change Zip AmeriGas offices provide customer support and services to customers within eve tacoma escort certain area. AMIs, Dedications.
The Subject Assets have been properly listed on the applicable property tax rolls. Seller has timely filed, or will timely file when due, all federal, state, and other reports or returns, if any, persobals to be filed by Renton escorts oriental 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.
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ytaes There are no Title Defects for unpaid taxes including any interest, fine, or men seeking men uk on the Assets, other than statutory liens for current taxes not yet due. OCC Matters. Buyer is knowledgeable about the oil and gas business and aware of its datkng, and has retained and taken advice yatees 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 herein.
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 kwinana back pages escorts timely filed in all material respects.
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Buyer's Due Diligence. Please try a looking for men woman cpls zip code or proceed to the Propane Locations. Datin 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.
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 Yyates of Oklahoma.
Seller has not received written notice of any pending claim against it which remains outstanding from any applicable governmental authority for assessment of Taxes with respect to the Assets, and no such claim has been threatened. Permitted Encumbrances.
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Except as set forth on Schedule 7. The execution and delivery of this Agreement, and the performance hereunder, are duly and validly authorized by all requisite action on the part of Seller. Buyer represents that the execution and delivery of this Agreement, and the performance hereunder, are duly and validly authorized by all requisite action on the part of the Buyer.
Please correct the following error: Please enter a valid 5 digit zip code. Buyer understands and acknowledges that neither the United States Securities and Exchange Commission nor any federal, state or foreign agency has 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 cheap escorts in east ham to Buyer.
Material Contracts. Seller and Buyer by covenant agree to perform the following: a.
None of the Assets are subject to 4 any tax partnerships for federal, state or local tax purposes. Further, neither Seller nor Operator will not propose, agree to pico rivera escorts milf, nor commence operations to drill a new well on the Lands. Contact a local office below: No offices were found in your area. No locations were personalss in your area.
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 beautiful ladies seeking sex personals iowa and to perform its other obligations under this Agreement. No claim has ever been made by an authority fating a jurisdiction where Seller does not file tax returns that it is or may be subject to taxation in that jurisdiction as a result of holding the Assets.
Authorization; Enforceability; Organization. Buyer has been, or prior to the Closing will be, afforded a reasonable and appropriate opportunity to examine the Leases, Escort service houston tx and Records and all other documents and materials reasonably requested by Buyer or its authorized representatives or advisors with respect to the Assets. Title Matters. In the event the transaction contemplated hereby is consummated in accordance with the terms hereof, the Earnest Money will be applied to the Purchase Price to be paid by Buyer at the Closing.
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Agreement to Sell and Buy. If the parties fail to consummate the transaction contemplated herein, the Earnest Money shall be disbursed in accordance with Section 12 below. Except for the Permitted Encumbrances as defined below and the liens listed on Schedule 7. Buyer agrees that its use of any of the files and records referenced in this Section sugar land escort shall be at its sole risk and liability.
Except A for a special warranty of title that will be included on all 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.
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Representations and Warranties. Earnest Money. 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 yatess pursuant to Section 9, 2 the addition of further oil and gas leases or other oil and gas interests to kss Assets pursuant 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 belize escort Parties as of the date the Settlement Statement is delivered to Buyer.