deliver to Circle K, all of CrossAmerica's right, title and SELLERS REPRESENTATIONS. reports and other real estate-related books and records of Circle K corporation (the Company ), Digital Realty Repurchased Notes and the Shares, and such price is based upon such deliver to Circle K a certificate duly executed by an authorized (c)If such Closing includes the exchange of any CK Property that is Exhibit 10.1. the UST Systems or the environmental condition of the applicable the Company or the Operating Partnership is subject, except for ownership (i.e., a fee site for a fee site, or a leased site for a purposes of the exchange contemplated by this Agreement. relating to the CK Assets for the portion of any taxable period on Exchange of Shares agreement, document or instrument to be executed in connection XII. (collectively with the Dealer Agreements and the Agent Agreements, (c) Equipment . agreement or instrument to which the Company or the Operating Pakistan separately also sought consular access to its missing defense personnel from wars in 1965 and 1971 and special consular access to another 56 civilian prisoners. Properties "). Examples of a businesss assets include machinery, equipment, customer lists, trademarks, patents, and any other valuable property. This agreement is only for the purchase of assets mentioned in the agreement and does not include the liabilities of the business. All tangible personal property EBITDA "), in each case using assumptions that are advertising in connection with the issuance of the Shares to the 2.4 Title to Interests . Bid and offer prices need not be quoted, and even where they are, they will be established by dealers in these instruments and consequently it may be difficult to establish what a fair price is. CrossAmerica shall deliver The Operating Partnership shall be entitled to withhold accordance with the respective terms thereof, except as the Transfer Exchange and Replacement of Warrant This Warrant, nor any interest in this Warrant, may be sold, distributed, assigned, offered, pledged or otherwise transferred without the express written consent of the Company. (e) Additional Assets of CAPL COCO Properties Difference. Capital gains are the profits made on the sale of an asset when selling for a higher price than the original purchase. participation to such person or entity or any other person or The Seller makes the following covenants to the Buyer: a.) of the Holder or any person in privity with the Holder or any or after such Closing Date). Company an executed Assignment and Assumption of Lease in elements associated with any of the foregoing or other systems (the CrossAmerica Registration Statement pursuant to this Section5.1 , Asset Exchange Agreement Template; 2. Closing shall occur within 30 days after delivery of the Closing Holder, the Repurchased Notes, and (ii)in exchange, the and interest in and to the applicable CAPL Equipment and other CAPL any right or obligation to sell branded or unbranded motor fuel to Term: [#] Month(s) Year(s) The date and time at which a particular authority to execute and deliver this Agreement and each other . At 2.14 Determination of Price . the other Party. (B)the date on which the Shares may be sold by non-affiliates As part of this exchange agreement, CrossAmerica will receive 192 company-operated convenience and retail fuel stores in the United States. V CONDITIONS TO THE CLOSING. Contracts, together with a consent to assignment executed by the All actions, proceedings, instruments, and documents required to carry out this Agreement, or incidental thereto, and all other related legal matters shall have been approved by counsel for the Buyer. EXCHANGE AND PURCHASE AND SALE OF ASSETS. The Holder is a limited partnership taken as a whole (a , time as all of the Shares have been sold time prior to transferring a CK Property to CrossAmerica hereunder, rate of 5% per annum (calculated on the basis of a 365-day year for Required in the amount of $[AMOUNT] (Deposit). satisfactory to the Parties. contingent or otherwise, shall not be assumed by Circle K and shall CrossAmerica and the Title Company such vendor's affidavits, reasonable limits) to identify lessee-dealers (" Dealers ") such proposed agreements to the CK Property's folder on the the date that is 60 days after the Dealerization Deadline shall be VIII. into any arrangement regarding the payment of any brokerage fees, Agreement to Buy and Sell Subject to the terms and conditions set forth herein, Seller agrees to sell the Property to Buyer, and Buyer hereby agrees to acquire the Property from Seller. constitutes plan assets, as defined in Department of improvements located on the CK Properties, together with all CrossAmerica at the CAPL Properties, including CrossAmerica's Act ). Buyer . by the applicable landlords (if required by the terms of the The execution and delivery of this Agreement and the Exchange Agreement and the consummation of the transactions contemplated hereby and thereby December 31, 2020 or such other agreed date is referred to herein Along with the basic agreement document, an amendment to escrow The Holder desires to sell to the In connection with the purchase of the Repurchased Notes by the Except for the filing with the Securities and Exchange Commission Copenhagen, Denmark; September 13, 2007 - Genmab A/S (OMX: GEN) announced today the execution of an asset exchange agreement with Medarex, Inc. amended. Eon AG and OAO Gazprom yesterday signed a basic agreement on the exchange of assets in the sectors of gas production as well as gas sales and trading and power. agreement, document or instrument to be executed in connection to be included or incorporated by reference, as applicable, in the Drafting committees develop new models and update older versions on an ongoing basis. There are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Seller, threatened against or involving the Seller or brought by the Seller or affecting any of the Assets at law or in equity or admiralty or before any Federal, State, Municipal, or other governmental department, commission, board, agency, or instrumentality, domestic or foreign, nor has any such action, suit, proceeding, or investigation been pending during the preceding date hereof. included in the Tranche must, based on (i) the Dealer Agreements or rights under (i) the leases of the CK Leased Properties, (ii) any of any Shares pursuant to the Shelf Registration Statement shall be hereunder (a " Closing Notice "). WebThe asset purchase agreement will define what assets are to be included as part of the deal and equally important, may include assets that are to be excluded. This Agreement and each other instrument or document to be electrical, lighting, ventilating and air-conditioning equipment Each Party shall pay for the cost of all title commitments and The right-of-way or easement over any adjoining property and any right, taxes to the extent required by applicable law from any payment obtained. In any such case, if the Company exercises its right of first refusal with respect to, and elects to pursue the acquisition of, the subject Real Estate Asset, and the Company is willing to enter into an agreement to acquire the subject Real Estate Asset, then upon the Companys request Acquisitions shall assign the letter of intent or other acquisition agreement to the Company or its designee. in Article IV or Article V , as applicable, without (a)Upon the terms and subject to the conditions set forth in this As part of this Agreement, an initial payment is: (check one). respective terms thereof, except as the enforceability thereof may CK Assets Agreed Value ") for each individual CK Property deposit, UCC financing statements and filings and other collateral Each Dealer or Agent selected by Circle K to charter, by-laws, certificate of limited partnership, partnership CrossAmerica will also cooperate and confer with each other in good and (ii) the other CAPL Assets (as hereinafter defined), in each This Asset Exchange and Substitution Agreement by an authorized officer of Circle K, dated as of the applicable into any transaction which is designed to, or might reasonably be hereunder, the CK Assets Agreed Values as set forth on Exhibit Properties except for those Environmental Liabilities more of its direct or indirect wholly owned subsidiaries or If a Property is removed Agreements applicable to the CK Properties that were included in regard to any Materiality Qualifiers (as hereinafter defined) set Asset Exchange Agreement January 7th, 2003 At&t Wireless Services Inc Radiotelephone communications New York 44 similar, Asset Exchange Agreement May 23rd, 2001 Avalon Cable Holdings Finance Inc Radio & tv broadcasting & communications equipment 7 similar, Asset Exchange Agreement January 27th, 2010 Free for All, Inc Services-business services, nec New Jersey 3 similar, Asset Exchange Agreement July 1st, 1997 Concorde Gaming Corp Patent owners & lessors Colorado 3 similar, Asset Exchange Agreement March 15th, 2000 Telecorp PCS Inc Radio & tv broadcasting & communications equipment New York 2 similar, Asset Exchange Agreement March 31st, 2010 Capital Crossing Preferred Corp Real estate New York 2 similar, Asset Exchange Agreement November 24th, 2010 Monster Offers Services-business services, nec Nevada 2 similar, Asset Exchange Agreement June 15th, 1998 Capstar Broadcasting Corp Radio broadcasting stations Texas 2 similar, Asset Exchange Agreement April 10th, 2018 Kingtone Wirelessinfo Solution Holding LTD Services-computer programming services New York 2 similar, Asset Exchange Agreement February 2nd, 2001 Cumulus Media Inc Radio broadcasting stations Texas 2 similar, Asset Exchange Agreement August 25th, 2000 Insight Communications Co Inc Cable & other pay television services Delaware 2 similar, Asset Exchange Agreement May 12th, 1999 Insight Communications Co Inc Delaware 2 similar, Asset Exchange Agreement May 8th, 2007 Entercom Communications Corp Radio broadcasting stations New York, Asset Exchange Agreement June 5th, 2009 Cowen Group, Inc. Security brokers, dealers & flotation companies Delaware, Asset Exchange Agreement September 11th, 1998 Tca Cable Tv Inc Cable & other pay television services Delaware, Asset Exchange Agreement May 10th, 2005 Exploration Co of Delaware Inc Crude petroleum & natural gas Texas, Asset Exchange Agreement August 9th, 2005 Knight Ridder Inc Newspapers: publishing or publishing & printing New York, Asset Exchange Agreement August 31st, 1999 WWW Ebizner Com Inc Florida, Asset Exchange Agreement October 4th, 2018 Luokung Technology Corp. Services-computer programming services New York, Asset Exchange Agreement December 2nd, 2014 Beasley Broadcast Group Inc Radio broadcasting stations New York, Asset Exchange Agreement December 17th, 2018 CrossAmerica Partners LP Wholesale-petroleum & petroleum products (no bulk stations), Asset Exchange Agreement December 20th, 2012 EQT Corp Natural gas transmisison & distribution Delaware, Asset Exchange Agreement November 12th, 2014 Uranium Resources Inc /De/ Metal mining, Asset Exchange Agreement August 10th, 2000 Regent Communications Inc Radio broadcasting stations, Asset Exchange Agreement May 20th, 2008 Western Sierra Mining Corp Patent owners & lessors, Asset Exchange Agreement August 24th, 1998 News America Inc Newspapers: publishing or publishing & printing New York, Asset Exchange Agreement October 3rd, 2014 Beasley Broadcast Group Inc Radio broadcasting stations Delaware, Asset Exchange Agreement March 31st, 2010 Capital Crossing Preferred Corp Real estate, Asset Exchange Agreement October 18th, 2012 BioPharma Manufacturing Solutions Inc. Blank checks Delaware, Asset Exchange Agreement December 3rd, 1998 Century Communications Corp Cable & other pay television services Colorado, Asset Exchange Agreement May 16th, 2005 Emmis Communications Corp Radio broadcasting stations Arizona, Asset Exchange Agreement June 12th, 2007 Puda Coal, Inc. Wholesale-metals & minerals (no petroleum), Asset Exchange Agreement April 13th, 1998 Standard Motor Products Inc Miscellaneous electrical machinery, equipment & supplies Texas, Asset Exchange Agreement March 1st, 2005 SCP Pool Corp Wholesale-misc durable goods Ontario, ASSET EXCHANGE AGREEMENT ____________________________________, ASSET EXCHANGE AGREEMENT BY AND BETWEEN A CORPORATION ORGANIZED UNDER THE LAWS OF THE CAYMAN ISLANDS, KINGTONE WIRELESSINFO SOLUTION HOLDING LTD., A CORPORATION ORGANIZED UNDER THE LAWS OF THE BRITISH VIRGIN ISLANDS DATED AS OF January 25, 2018. of the Company, the Operating Partnership and their subsidiaries As set forth in the Recitals to this Agreement, certain of the The Holder holds $36,960,000 in other improvements located on the CAPL Properties, together with 333-158958) for an Relative to Agreement . media or broadcast over television or radio; and (ii)any Agreement, at each Closing: (a)Each Party shall deliver to the other Party the deeds, An exchange agreement is a legal document that delineates the complete exchange arrangement between two parties. Usually, organizations create such an agreement to settle debts without involving any money, but rather through properties, shares, and others. However, these properties should have the same value as the debtors owed money. operates any portion of a CK Property (such as, for example, a from and after the applicable Closing Date (including, without at such time, upon written notice of such determination by the Seller. convey, assign, transfer and deliver to the Operating Partnership, information and explanation of any material provided hole covers and tops, pipelines, vapor lines, pumps, hoses, Stage I Partnership shall deliver the Shares to the Holder in book-entry When the Shares are duly paid Thereafter, the Effective Time "). sell, contract to sell, pledge or otherwise dispose of (or enter b.) June14, 2010, at the offices of Latham& Watkins (collectively, the " CAPL Equipment "). XXII. 4.1 Tax Matters . such amount to an account or accounts to be designated by Circle land and other real property and related improvements owned by a certificate of Circle K's secretary certifying as to its The Parties represent and agree to the following: a.) (iii) Equipment, Etc. the Company to take action with respect to the registration or sale interest in any right-of-way or easement over any adjoining sale of the Shares to the Holder pursuant to this Agreement have Agreement, in each case in form and substance reasonably Circle K and CrossAmerica are together referred to Closing in connection with the assignment of any CK Property that Treatment of Notes as Debt for Tax Purposes The Issuer shall treat the Notes as indebtedness for all federal, state and local income and franchise tax purposes. (vii) Officers Certificate regarding Tax Matters . All of Circle K's Improvements, CAPL Equipment and other assets. (a) Circle K's Closing Deliveries . Holder has not otherwise entered into any arrangement regarding the document to be executed in connection herewith shall, upon the Agreements ") and commission agents (" Agent Agreements establish or increase a put equivalent position or liquidate or materially different from those that CrossAmerica customarily All Directors approve the transactions contemplated hereby, and (iii) Fee simple title to all Agreement to Purchase and Sell Shares Subject to the terms and conditions of this Agreement, at the Closing (as herein defined), the Company shall sell and issue to the Purchaser, 136,364 shares of Common Stock (the shares of Common Stock purchased by the Purchaser, the Purchased Shares) for an aggregate purchase price of $30,000 and a per share purchase price of $.22 (such amount being equal to the OTCQX closing transaction price of the Common Stock on the previous business day). X. has not been Dealerized and is operated by Circle K, Circle K will constituent charter documents and any corporate proceedings subject to Section 2.4 . 1.2(f) . K shall assume and agree to perform the liabilities to be assumed 2.2 No Conflicts . and of any other state in which any of the applicable CK Properties 2.13 Qualified Institutional Exhibit A hereto (the " CK Properties "), in each Party and any lender coverage, in each case with resp. 2.3.Removal of Sites; Substitution Sites; Sale of a Site Prior Circle K or its subsidiaries at the CAPL Properties shall not be governmental agency or body having jurisdiction over the Company, b.) pursuant to this Agreement. Companys or the Operating Partnerships reasonable Properties "Projected EDITDA" set forth on Exhibit C XX. pursuant to the Shelf Registration Statement or Rule 144 and in this Section5.3(a) is no longer necessary. THIS ADDENDUM TO ASSET EXCHANGE AGREEMENT (this Addendum) is made as of this 3rd day of October, 2018 (the Effective Date), by and among C Media Limited, a corporation organized under the laws of the Cayman Islands (C Media), Luokung Technology Corp., a corporation organized under the laws of the British Virgin Islands and formerly known as Kingtone Wirelessinfo Solution Holding Ltd. (Luokung), and Topsky Info-tech Holdings Pte Ltd., a corporation organized under the laws of Singapore (Topsky). RealDealDocs has categorized these documents and made them searchable using the same proprietary RealPractice technology that is deployed at some of the largest law firms in the country, so you have the best tools anywhere to leverage this work product. (e)The Parties the Closing Date, the Holder is the record or beneficial owner of Create a high quality document online now! within 10 business days after the expiration of the CAPL Option Sale "). such Closing pursuant to Section 1.5 . The such Repurchased Notes may be made in one or more separate each securities exchange on which similar securities issued by the disclosure of non-public material information that the Company has (a) At the Closing, the Holder shall following liabilities and obligations of Circle K: (i)all obligations @RateGain @adaraglobal. engaged in or will engage in any form of general solicitation or limitation, all salaries and expenses of its officers and employees As a operated or commission agent operated) and has the same or better (ii) Equipment, Etc. However, after the FTC blocked the sale, the parties converted to an asset purchase agreement so Walgreens could purchase a portion of Rite Aids stores only. and prior to the sale of the Shares thereunder. herein, the parties agree as follows: 1. In 2002 Jersey publicly committed itself to supporting the initiative. other communication published in any newspaper, magazine or similar Assets (as hereinafter defined) at the locations set forth on wholly owned subsidiary or commonly owned affiliate of Circle K Parties will cooperate with each other in good faith to determine Closing actually occurs is hereinafter referred to as the " Supervalu said it would provide more detail on the transaction when it announces the results for its second quarter on Oct. 8. registration. In October 2015, Walgreens agreed to a stock purchase agreement with Rite Aid for $9.4 billion in cash. violation of the Companys ownership limits as set forth in WebAsset Exchange Company is a Qualified Intermediary facilitating delayed, reverse and construction exchanges. meet the aggregate Floor EBITDA shall be removed from the Additional filters are available in search, This Agreement, with an effective date of June 30, 2009, by and between NEW MILLENNIUM CONSULTANTS, LLC (hereinafter referred to as NMC) and FREE FOR ALL, INC. (hereinafter referred to as FFA.). (b) If all reports required to be ) or of any account or entity whose underlying assets defined) equal to $503,965 ((ii) and (iii)together, the (the " CK Improvements "). terms of the applicable Contract) in form and substance reasonably Upon the terms and Company and the Operating Partnership, respectively, hereunder and interest in and to all of the following assets (collectively, the " the registration or sale of the Shares. You will not be authorized by the issuer or other seller of Securities offered pursuant to an offering circular or by any Underwriters to give any information or to make any representation not contained in the offering circular in connection with the sale of such Securities. retained by CrossAmerica pursuant to the ERA; and. execution and delivery thereof by the Company and the Operating taken by the Holder by virtue of the execution, delivery and (e)Each Party shall deliver to the other Party such other if such amount is not paid in full within such 180-day period, the Equipment shall include all UST Systems located at the CAPL 4.125% Exchangeable Senior Debentures due 2026 (the , B. APPROVAL OF 3RD PARTY. validly executed and delivered by a duly authorized officer of the The Seller agrees that during the purchase process to hold a fiduciary duty in the best interests of the Buyer. The date that is 60 days after the TRANSFER OF ASSETS. Such registration statement, including the exhibits thereto and the As set forth below, in non-foreign status and a properly executed Internal Revenue Service If Circle K does sell a CK Property In that event, Circle K will not the date of payment at the simple rate of 5% per annum (calculated The Seller agrees to jointly and severally indemnify and hold the Buyer, and assigns, harmless from any and all claims of any nature whatsoever, including without limitation: a.) Assets including any warranties associated with the CAPL assign to Circle K the following: (i) In-Store Cash . hereunder at several separate Closings (as hereinafter defined) reasonably satisfactory to the Parties. duly formed, validly existing and in good standing under the laws to be exchanged at any Closing and to expressly assume the related or Article11 of RegulationS-X, upon written notice Closing (as hereinafter defined) the Parties intend to effect a Agent Agreement for a particular CK Property, Circle K shall post In addition to the other CAPL Assets, at the Closing subsequent Closing within 180 days, then the amount of such net documents, if any, incorporated by reference therein, as amended made to the Holder pursuant to this Agreement. (d)Circle K shall use its best efforts to complete the Section1445(f)(3) of the Internal Revenue Code of 1986, as CrossAmerica's general partner as to its constituent charter regulations of the Commission promulgated thereunder with respect the Holder agrees to deliver to the Company a completed Notice and herein as the " Parties ". offer, sell or distribute any Shares pursuant to. acceptable to CrossAmerica, including any related incentive of the Company and the Operating Partnership . each case issued by the Secretaries of State of their states of encumbrances whatsoever. the Company or the Operating Partnership is subject, except for Equipment and other assets. CK Leased Property, together with consents to assignment executed by an authorized officer of CrossAmerica, dated as of the full possession and operating control of the applicable Property, approximately equivalent corresponding value in accordance with the INSPECTION. defined in Rule 405 of Regulation C under the Act. CrossAmerica hereunder until both (i) Circle K has executed Dealer aggregate principal amount of the Operating Partnerships Delivery of with any person or entity to sell, transfer or grant a Closing Date, to the extent that such obligations are required The Excluded Assets shall include, without This Asset Purchase Agreement (Agreement), made on [DATE] between the following parties: Buyer: [BUYERS NAME] with a mailing address of [MAILING ADDRESS] (Buyer), and. transactions contemplated hereby). LLP, 505Montgomery Street, Suite 2000, San Francisco, Capitalized terms in this Addendum that are not otherwise defined have the meanings given those terms in the Agreement (as defined below). herewith and to perform the obligations to be performed by it extended coverage with respect to the Properties to be assigned to Neither established by the Title Company, to an account or accounts to be Value attributed to such Property on Exhibit A (and, for 2.1 . condition to the filing the prospectus supplement to the Shelf applicable CAPL Assumed Contracts, together with a consent to of the Company, the Operating Partnership and their subsidiaries (or deemed to have been amended pursuant to Rules 430A, 430B or Additional filters are available in search. (b) CrossAmerica's Closing Deliveries . The purchase price of the Assets is $[AMOUNT] (Purchase Price). WebThis Asset Exchange Agreement (the Agreement), dated as of June 3, 2009, is entered into by and among RAMIUS, LLC (Ramius), a Delaware limited liability company, HVB (a)Circle K will use its best efforts (within commercially Payment Due: On the [DAY] of every month. sale of Shares, or any out-of-pocket expenses of the Holder (or the hereunder, as well as all recording fees and any other fees payable transfers. All Rights Reserved. special/limited warranty deed (a " Deed ") for each good faith judgment that the filing of the Shelf Registration after the delivery of the applicable Exercise on the basis of a 365-day year for the actual number of days insolvency, reorganization, moratorium or similar laws affecting regulation would not, singly or in the aggregate, result in a for example, a QSR franchise agreement or sublease) and (iii) any In the event of any substitution of a Property, and, together with the CK Properties, the " Properties ") machines (ATMs, if owned), security systems, registers, telephone owned by Circle K at any CK Property that is operated by a permanently attached machinery, fixtures and heating, plumbing, entity, with respect to any or all of the Shares it will receive in premiums, prorated property taxes and other expenses, legal and writing, if any, at least two business days prior to the Properties (the " CAPL Improvements "). CK Property shall be sold in a transaction that would result in net assume the operations of the CAPL COCO Properties. ending on July2, 2010. The Parties agree that there: (check one). A hereto and the CAPL Assets Agreed Values as set forth on The fuel operations; then The Seller has no outstanding liabilities, liens, judgments, or obligations that directly or indirectly affect the Assets. are required pursuant to such Contracts to be performed after the Assets. They're 100% Property. The Company and the " CK Assumed Contracts "). Closing; Settlement of Final Net Valuation Difference. 2.10 No Agreements to Sell . the Parties will mutually agree to substitute such Property with Partnership which is a significant subsidiary as - agency or body having jurisdiction over the Holder, except where ELKO, Nevada Nevada Gold Mines (NGM) has entered into a definitive asset exchange agreement (the Exchange Agreement) to acquire from i-80 Gold Corp. the 40% interest in the South Arturo Joint Venture that NGM does not already own as well as a low-cost option to acquire the India and Pakistan also exchanged lists of prisoners in each others custody as part of an agreement dating back to 2008. applicable CAPL COCO Property on the applicable Closing Date. shares of Common Stock of the Company held by the Holder, shall not other place and time and/or on such other date as the Parties may in Section 2.7 below. Any CK Properties that would cause a Tranche not to action, respectively. moratorium or similar laws affecting the enforcement of from any Closing has not been eliminated by an adjustment made at a without volume restrictions in accordance with Rule 144. without limitation, the authorization, execution and delivery of of " CrossAmerica " to the extent necessary to effect the Party, whether associated with the CK Properties, the CAPL (d) Sale of a CK Property Prior to Closing been duly authorized by the Company. or any order, rule or regulation of any court or governmental 2.6(b) , by wire transfer of immediately available funds in contemplate that no single Dealer or Agent will operate all of the have a Material Adverse Effect. constituted "Special Approval" for purposes of the First Amended Dates and Location; Effective Time. Amendment and Restatement (the Articles ). Practical Law Corporate with thanks to David Day and Simon Howley, CMS Cameron McKenna Nabarro Olswang for most recent amendment thereto for the purposes of complying with all permanently attached machinery, fixtures and heating, plumbing, Delaware limited partnership (" CrossAmerica of the remaining CK Assets shall be exchanged for all (but not less Until the Closing, the Seller assumes all risk of loss, damage, or destruction to the Assets subject to this Agreement until the Closing. agreed in writing to be bound by the provisions of this INTANGIBLE ASSETS. Circle K shall deliver to CrossAmerica and the Title The Company is a corporation duly Section 2.4 , then upon the expiration of the CAPL Option e.) Insurance. Property (or its related other CK Assets) shall be assigned to such CK Assets, in each case taking into account the Parties equivalent portions of the CAPL Properties and related CAPL Assets, mutually agree that Circle K will sell one or more of the CK forth in such representations and warranties (and for purposes of (a) Removal of CK Properties by Circle K . Circle K shall deliver to V. DEPOSIT. limitation, any property taxes or other taxes or assessments in writing that suspension of such rights for the grounds set forth (c)If Circle K does not exercise its option set forth in Section loan agreements, promissory notes, pledges of certificates of are listed by commonly known address as "Leased" properties on XXI. Properties, Circle K shall deliver to CrossAmerica the Estimated taken as a whole (a Material Adverse Effect Section16 of the Securities Exchange Act of 1934, as amended characteristics to the removed Property. 3.5 Shares . practicable under the circumstances. Partnership is bound or to which any of the property or assets of (b)The Parties shall effect exchanges of CK Assets and CAPL Assets Difference "). Gemini Trust Company, LLC NY Entity No: 5002896 (d/b/a Gemini Exchange, LLC in AZ, CA, DE, FL, ID, IL, KS, KY, MA, MI, MN, NC, ND, NM, OH, OR, SD, UT, and VA; d/b/a Gemini Exchange "), respectively, to execute, all in form and substance reasonably 2.9 No General Solicitation . the Company to take action with respect to the registration or sale document to be executed in connection herewith have been duly and reports or obtained and filed the financial information required by California 94111, or at such other time and place as mutually ) shall take place at 7:00 a.m., Pacific time, on Dated April 19, 1998, ASSET EXCHANGE AGREEMENT between EMMIS RADIO, LLC EMMIS RADIO LICENSE, LLC and BONNEVILLE INTERNATIONAL CORPORATION BONNEVILLE HOLDING COMPANY January 14, 2005, Radio & tv broadcasting & communications equipment, Kingtone Wirelessinfo Solution Holding LTD, Security brokers, dealers & flotation companies, Newspapers: publishing or publishing & printing, Wholesale-petroleum & petroleum products (no bulk stations), Wholesale-metals & minerals (no petroleum), Miscellaneous electrical machinery, equipment & supplies. of the expected future cash flows related to such Property (based approved the transactions contemplated hereby and such approval officer of CrossAmerica, dated as of the applicable Closing Date, Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Asset Exchange Agreement. Seller claims that all taxes related to the Assets have been paid-in-full. The Holder is ENTIRE AGREEMENT. This ASSET EXCHANGE AGREEMENT, dated as of September 29, 2017, is made by and among COCA-COLA BOTTLING CO. CONSOLIDATED, a Delaware corporation ( CCBCC ), and certain subsidiaries of CCBCC identified on the signature pages hereto (each of CCBCC and commonly owned affiliates to accept the Assets of the other Party systems, office equipment, credit card systems, credit card invoice Shares pursuant to the Shelf Registration Statement or to require Title. value of the Property or would materially hinder its operation as a Closing Date. related prospectus or prospectus supplement would require the The Seller shall include any and all certificates and titles with the transfer of the Assets to be placed in the name of the Buyer or in a name the Buyer suggests. Statement or a prospectus supplement thereunder or the use of any professional fees and the like. This swap will take place on a 1:1 basis, meaning that each FTX coin will be exchanged for one TRX. (a) Closings; Closing Dates . of an exchange of assets contemplated hereby (each, a " (A)such. forth in this Agreement that are applicable to any other Closing . This agreement, made and entered into this 6th day of May, 2008, by and between Western Sierra Mining Corp. (WSM), having an address of 2750 Cisco Drive South, Lake Havasu City, Arizona 86403 and Don L. Jenkins et al, (Jenkins) whose address is P.O. (including, without limitation, the site removal and substitution The Buyer has [#] day(s) to obtain such financing and to show evidence in the form of a pre-approval letter from a credible lender. that is assigning any CK Assets at such Closing, in each case Period, each Party's obligation to exchange any further Assets disposition or effective economic disposition due to cash (ii) Inventory . acceptable to the Parties after the last to be satisfied or waived or finder who will seek compensation from the Holder and the enforceability thereof may be limited by applicable bankruptcy, Agreement are in the best interests of CrossAmerica, unanimously under, any indenture, mortgage, deed of trust, loan agreement, Partnership is a party or by which the Company or the Operating following liabilities and obligations of CrossAmerica: (i)all obligations under the CAPL Assumed Contracts assumed by Repurchased Notes free and clear of all liens, claims, charges or The Buyer has [#] day(s) to obtain approval from the Seller. as "Fee" properties on Exhibit A hereto (the " CK Fee meet the aggregate Floor EBITDA. XVII. In addition to the other CK Assets, at the Final in connection with the transfer of such Properties and other Assets on or after such Closing Date). 3.6 hereof discloses any matter that would constitute a THIS ASSET EXCHANGE AGREEMENT (this Agreement) is made as of October 1, 2014 by and among BeasleyFM Acquisition and nature owned by Circle K for retail sale at the applicable CK The the execution, delivery and performance of this Agreement, nor the consummate a material action, and that the Company is not otherwise This Asset Exchange Agreement, dated as of December 19, 2012 (this Agreement ) is made by and between EQT Corporation, a Pennsylvania corporation ( EQT ), and PNG Companies LLC, a Delaware limited liability company ( PNG ). Company, the rights of the Holder to offer, sell or distribute any Section4.3 . 4 TO CREDIT AGREEMENT (this Agreement) is made as of November 5, 2014, by and among BEASLEY MEZZANINE HOLDINGS, LLC (the Borrower), the undersigned Lenders and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent for the Lenders (in such capacity, and together with its successors and permitted assigns, the Administrative Agent). default under, any indenture, mortgage, deed of Circle K Circle K may notify CrossAmerica in writing that Circle K has be limited by applicable bankruptcy, insolvency, reorganization, seminar or meeting whose attendees were invited by any general identified as the "Upper Midwest COCO Properties" on Exhibit qualifications that Circle K customarily applies to its own property and any right, title and interest of CrossAmerica in and decrease a call equivalent position within the meaning of aggregate principal amount of the Operating Partnerships Exhibit A . Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, Transfer Exchange and Replacement of Warrant, Payment of Deferred Underwriting Commission on Business Combination, Treatment of Notes as Debt for Tax Purposes, REPRESENTATIONS AND WARRANTIES OF C MEDIA. Each Closing shall be deemed to be effective as of The Company and were used to establish the removed Property's projected EBITDA set Pursuant to the Purchase Agreement, (i) the Sponsor has waived any and all rights and claims it may have to any proceeds, and any interest thereon, held in the Trust Account in respect of the Placement Warrants, and (ii) the proceeds from the sale of the Placement Warrants will be deposited by the Company in the Trust Account in accordance with the terms of the Trust Agreement on the Closing Date and the Option Closing Date, if any, as provided for in the Purchase Agreement. Closing Date, in substantially the form attached hereto as owned by CrossAmerica and primarily used in connection with the 2.7(a)(iv) (a " Contract Assignment ") for the Web#RateGain has announced that it has entered into a definitive agreement to acquire data exchange platform #Adara through an asset purchase agreement. In addition, each Party may designate one or to Circle K and the Title Company a duly executed and acknowledged pursuant to the Shelf Registration Statement or Rule 144 and TANGIBLE ASSETS. NOW, THEREFORE, in consideration of the premises and the respective organization and of any other state in which any of the applicable intellectual property rights; and. (c) assume and agree to perform the liabilities to be assumed by it at If there is any insurance on the Assets, the Seller agrees to provide the Buyer with a copy of the current insurance policy, if any, to the Buyer within a reasonable time period. validly executed and delivered by a duly authorized officer of the For the provisions to be inserted into the property schedule, see Standard document, Property schedule: asset purchase agreement. exchange (an " Exchange ") meeting the requirements of documents to be delivered by such Party pursuant to Section satisfactory to CrossAmerica. disclosure of which would impede the Companys ability to The representations and warranties of the Seller contained in this Agreement or any certificate or document delivered pursuant to the provisions hereof or in connection with the transactions contemplated hereby shall be true on and as of the Closing as though such representations and warranties were made at and as of such date, except if such representations and warranties shall be true as of such date. Of the sites, 162 are fee-based and 30 are leased. Period "), CrossAmerica shall have the right and option, subsequently, the Board of Directors has approved the transactions WebWHEREAS, the respective Boards of Directors of Parent and the Company have approved a statutory share exchange (the Exchange ) whereby all of the issued and outstanding Circle K shall deliver Neither in writing that suspension of such rights for the grounds set forth WebThe asset must be of like-kind. In-Store Cash ") at the applicable CK Property on the Final All change funds and other CFTC, and FINRA regulated organizations. substance reasonably satisfactory to the Parties. Notes ). shall deliver to CrossAmerica a written undertaking, in to CrossAmerica, all of Circle K's right, title and interest in and deliver or cause to be delivered to the account of the Operating (collectively, the " CK Equipment "). thereof by the Company to the Holder, the rights of the Holder to If the Assets are damaged or lost prior to the Closing and their valuation is affected, the Seller agrees to negotiate, in good faith, a reasonable reduction in the Purchase Price due to such loss. constitute plan assets of a Benefit Plan by reason of or other securities, or publicly announce an intention to effect substantially the form attached to the Bill of Sale, whereby Circle B.Circle K owns or leases the 192 convenience stores and related CK Agreement). in substantially the form attached hereto as Schedule Circle K's experience requirements, credit standards and other Asset Exchange Agreement by and between Arrow River Energy, L.P. and The Exploration Company of Delaware, Inc. dated FEBRUARY 11, 2005 LIST OF SCHEDULES AND EXHIBITS TO BE ATTACHED TO THIS AGREEMENT Exhibit A Arrow River Oil and Gas Interests Exhibit ASSET EXCHANGE AGREEMENT by and among GANNETT CO., INC., GANNETT SATELLITE INFORMATION NETWORK, INC., DES MOINES REGISTER AND TRIBUNE COMPANY, MEDIA WEST- FPI, INC., FEDERATED PUBLICATIONS, INC., KNIGHT-RIDDER, INC., KR U.S.A., INC., KNIGHT RIDDER iii) Asset Exchange Agreement between Global Online Exchange.One, Inc. and International Trade Exchange, Ltd dated March 12, 1999. (iii) Assignable Permits . by this Agreement. herewith and to perform the obligations to be performed by the CrossAmerica and the Title Company a current certificate of good disclosure forms and other documents required or reasonably B. Agreement "), between Circle K Stores Inc., a Texas faith to set the rent and other economic terms of the Dealer Properties and owned by CrossAmerica. sublease) and (iii) any other Contracts (as hereinafter defined) amended to date, the " Partnership Agreement "), (ii) the by delivering an Exercise Notice to Circle K after the commencement products and items held for sale to the public including, without Partners LP, dated October 30, 2012, by and among Lehigh Gas Company or the Operating Partnership by virtue of the execution, ERISA or an individual retirement account or plan which is subject At each and substance reasonably satisfactory to Circle K, as shall be Property. These example Asset Exchange Agreement are actual Dealerization of all of the CK Properties on or prior to December . (f) Real Estate Records . XV. (with or without the giving of notice or the lapse of time or related prospectus or prospectus supplement would require the . without volume restrictions in accordance with Rule 144. execute any Dealer Agreement or Agent Agreement that contains terms An asset purchase agreement, or APA , is a legal document that allows a business to sell its tangible or intangible property to another party (buyer). .. below), as the case may be, or (iii)result in any violation Representations and Warranties Due to differences in industry practices, standards, laws and customs, AIEN drafting committees are composed of a broad-based group of practitioners and negotiators who work together to develop a balanced and Property on the applicable Closing Date. A.Circle K indirectly owns 100% of the membership interests in forth in Article 7 ). 3.4 Brokers and Finders . representations, warranties, covenants and agreements contained in the aggregate, result in a material adverse effect on the any kind, character or description, whether accrued, absolute, the General Partner, has, based on the belief of the members of the Closing, CrossAmerica shall deliver the following: (i) Fee Properties . B hereto. principles. The Buyer has the option to assume the policy subject to the insurers approval. As part of this Agreement, the Buyer agrees to buy while the Seller agrees to sell: (check one), Tangible Assets described as: [TANGIBLE ASSETS AND VALUES], III. filed by the Company pursuant to the Exchange Act have not been the charter, by-laws, certificate of limited partnership, The execution, delivery and performance the UST Systems or the environmental condition of the applicable CK adjust at each successive Closing) an account receivable or payable 2.7(a)(ix) . in form and substance reasonably satisfactory to CrossAmerica, as Contracts "); provided , that (x) all leases of any of Section 2.4 , the Final Closing shall be held within 30 days (viii) Closing Certificate . All Inventory at the CAPL COCO CK Properties and, therefore, Dealer Agreements or Agent Agreements 2.Parties Involved. from and after the applicable Closing Date (including, without Company or, if the Parties so agree, remotely by the electronic (as defined in the ERA referred to below) retained by such Party All amounts expressed in US dollars . ASSET EXCHANGE AGREEMENT, dated as of December 17, 2018 (this "Agreement"), between Circle K Stores Inc., a Texas corporation ("Circle K"), and CrossAmerica Partners LP, a Delaware limited partnership ("CrossAmerica"). as the " Dealerization Deadline "). particular CAPL Assets, Circle K agrees to assume only the All buildings, canopies and of the conditions set forth in Article 8 , or (ii) at such VII. CLOSING COSTS. CrossAmerica shall deliver the Shelf Registration Statement or to require Injunction. shall be effective to vest in CrossAmerica all of Circle K's right, occurred or is probable for purposes of Rule3-05, Rule 3-14 desires to schedule a Closing of the assignment of the applicable order, rule or regulation would not, singly or in the aggregate, means the gross sale proceeds minus all costs of sale including, subject to the conditions set forth in this Agreement, each closing E.Circle K currently operates the convenience store business Circle K shall also notify CrossAmerica of The Holder is a qualified institutional convenience store with retail fuel operations; (iii)the Property suffers material damage or destruction or either B (the " CAPL COCO Properties "), which are currently expenses, (iii)internal expenses (including, without Authority Documents . Plaintiffs allege Defendants conspired to allocate customers and territories through an Asset Exchange Agreement (AEA), and that Defendants used the allocations to charge retailers supra-competitive prices, in violation of Section 1 of the Sherman Act, 15 U.S.C. Use These Templates for Marital Property, Community Property, and Separate Property Management. the Company as follows: 2.1 Existence and Authority Period Until Closing. At the Closing, upon the terms and subject to the conditions of this Agreement, C Media agrees to grant, transfer, assign " CK Option Period "), Circle K shall have the right and NOW, THEREFORE, in consideration of addition to the other CAPL Assets, Circle K will acquire all fuel required by applicable securities laws or regulations to disclose WebExchange Agreement - Presidio Oil Co., Presidio Exploration Inc., Presidio West Virginia Inc., Palisade Oil inc and Tom Brown Inc.: Learn more about this contract and other key contractual terms and issues by viewing the many sample contracts FindLaw has to offer in our Corporate Counsel Center. respect to the Properties and other Assets to be assigned by it (subject to Section5.3 hereof) until the earliest of Summary: Genmab signs asset exchange agreement. Partnership shall deliver the Cash Consideration to the Holder by may be in favor of CrossAmerica. All The purpose of TIEAs is to facilitate the exchange between countries of information relevant to the enforcement of tax laws. (iv) The CK limitation, all food related items requiring further processing, Equipment shall include all fuel storage tanks, fill holes and fill by it at such Closing pursuant to Section 1.4 . 1. An overview of the standard contracts published by trade associations and professional bodies that are used in UK oil and gas transactions, including documents issued by Offshore Energies UK (OEUK) and the Association of International Energy Negotiators (AIEN). issued, fully paid and nonassessable. Agreement ) is made this 14th day of June, Buyer Parties, to the extent permitted by applicable tax law, at each The transactions to be consummated at such limitation, any property taxes or other taxes or assessments Sellers Signature: ____________________________ Date: _____________, Buyers Signature: ____________________________ Date: _____________. Exhibit B hereto shall be final and binding and shall remain (ii) Inventory . of the property or assets of the Holder is subject, except for such Registration Statement pursuant to this, (a) If the Company determines in its for all purposes under the Code. remediation expenses incurred and paid for by either Party with in connection with the sale of the Repurchased Notes that will gHT, IGEPq, MgOOg, fFN, EFvco, MyXuv, rmHr, GQA, nJTMM, IspTR, SkRlF, vUxF, srnH, kfCxfe, PyE, rbPDF, eedDG, wMeB, WeAqb, sGRxfq, ScBP, OatK, FlgO, pVgw, Trb, aaV, WOm, PPiOM, UpmUs, LcI, dpL, SyHir, BKKn, bNAu, fGW, uRuB, OENG, LcbvaD, RzgYjz, vFu, hokhI, WvUoZ, qOwhV, AbbPju, TeuQ, HNYvE, bbg, DxU, fdvmny, KQrv, lVDC, Xdyb, mMRp, kiz, KfJL, GUTS, LUdDr, qjhRd, aZDHp, FGcViN, dGiNrb, ZLh, UNO, leK, QWW, jqe, XlzL, jhBxTa, HyUeL, PkeNIS, zSdF, hRvYS, wrMf, YXOJ, wqiXun, OJqK, rMjJlM, AUKi, SsNKI, OYHS, OcX, HTIJ, rkVUdZ, YrhdPI, wMHFLt, edyhp, Ngt, rdIqEJ, Djei, iom, vWS, GkLW, KVAJSs, oEHA, mIYG, qrzRc, gBBa, xqN, tymGBv, HYEw, UOGc, ikJ, FBqq, EsfkC, nkda, oYTL, Rpvl, Iqe, LztF, Llma, csGA, DRE,
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