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2018-01-11_REVISION - M2006017
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2018-01-11_REVISION - M2006017
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Entry Properties
Last modified
6/16/2021 2:26:03 PM
Creation date
1/22/2018 7:45:58 AM
Metadata
Fields
Template:
DRMS Permit Index
Permit No
M2006017
IBM Index Class Name
REVISION
Doc Date
1/11/2018
Doc Name
Application
From
San Acquisition Holdings, LLC
To
DRMS
Type & Sequence
SO3
Email Name
TC1
WHE
BJC
Media Type
D
Archive
No
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(c) Individuals' Brokers. Except as set forth in Section 3.1(m) of the <br /> Disclosure Schedules,no broker, investment banker, financial advisor,consultant or other Person <br /> is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in <br /> connection with this Agreement, any other Transaction Document or the Transactions based <br /> upon arrangements made by or on behalf of the Individuals. None of the Individuals have entered <br /> nor will enter into any contact, agreement, arrangement or understanding with any broker, <br /> investment banker, financial advisor, consultant or other Person which will result in an <br /> obligation of the Buyer or any of the Buyer's Affiliates to pay any broker's, finder's, financial <br /> advisor's or other similar fee or commission in connection with this Agreement, any other <br /> Transaction Document or the Transactions. <br /> 3.3 Representations and Warranties of the Buyer. The Buyer hereby represents and <br /> warrants to the Seller as of the date hereof, as follows: <br /> (a) Organization, Authority. The Buyer is a Delaware limited liability <br /> company duly organized and validly existing under the laws of the State of Delaware. The <br /> Buyer has all requisite power and authority to enter into this Agreement and the other <br /> Transaction Documents to which it is a party and to consummate the Transactions. All acts and <br /> other proceedings required to be taken by the Buyer to authorize the execution, delivery and <br /> performance of this Agreement and the other Transaction Documents to which it is a party and <br /> the consummation of the Transactions have been duly and properly taken. This Agreement has <br /> been duly executed and delivered by the Buyer and, assuming the due execution by the other <br /> Parties, constitutes the legal, valid and binding obligation of the Buyer, enforceable against the <br /> Buyer in accordance with its terms,except as enforceability may be limited by the Enforceability <br /> Exceptions. Each other Transaction Document to which the Buyer is a party,when executed and <br /> delivered by the Buyer and, assuming the due execution by the other Parties, will constitute the <br /> legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance <br /> with its terms,except as enforceability may be limited by the Enforceability Exceptions. <br /> • <br /> (b) No Conflict. <br /> (i) The execution, delivery and performance by the Buyer of this <br /> Agreement and the other Transaction Documents to which it is a party and the <br /> consummation by the Buyer of the Transactions will not(A)violate or conflict with the <br /> certificate of formation or operating agreement of the Buyer, or (B) assuming <br /> satisfaction of the requirements set forth in Section 3.1(d) by the Seller and in <br /> Section 3.3(b)(ii) below, violate any Law or violate or conflict with any order, <br /> judgment,injunction or decree applicable to the Buyer. <br /> (ii) The execution, delivery and performance by the Buyer of this <br /> Agreement and the other Transaction Documents to which it is a party and the <br /> consummation by the Buyer of the Transactions do not require any consent from, filing <br /> with or consent or approval of any Governmental Authority or third party except for <br /> any consents or filings that have previously been obtained or made, and except for any <br /> Governmental Permits that the Buyer may need to obtain under Section 4.1(a)(ii). <br /> 19 <br />
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