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Agreement And Plan of Merger

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Sectors: Utilities
Governing Law: Texas, View Texas State Laws
Effective Date: April 28, 2006
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EXHIBIT 10.2 AGREEMENT AND PLAN OF MERGERDATED AS OF APRIL 28, 2006BY AND AMONGEOC ACQUISITION, LLC,ALON USA ENERGY, INC.,EDGINGTON OIL COMPANYANDAPEX OIL COMPANY, INC.


TABLE OF CONTENTS ARTICLE 1 MERGER 1 1.1 Merger 1 1.2 Excluded Assets 3 ARTICLE 2 ASSUMPTION OF LIABILITIES 4 2.1 No Assumption of Liabilities 4 2.2 Retained Liabilities 4 ARTICLE 3 CONVERSION OF SHARES 5 3.1 Effect on Common Stock 5 3.2 Merger Consideration 6 3.3 Estimated Inventory Value Documentation 6 3.4 Inventory Adjustment 6 ARTICLE 4 THE CLOSING 7 4.1 Date of Closing 7 4.2 Effective Time 7 4.3 Managers; Officers 7 ARTICLE 5 REPRESENTATIONS AND WARRANTIES 8 5.1 Representations and Warranties of Seller 8 5.2 Representations and Warranties of Alon and Purchaser 22 ARTICLE 6 PRE-CLOSING COVENANTS 23 6.1 Access to Information 23 6.2 Conduct of Business 23 6.3 OMITTED 25 6.4 Notification 25 6.5 Cooperation 25 6.6 No Inconsistent Action 25 6.7 Satisfaction of Conditions 25 6.8 Injunctions 25 6.9 Filings and Consents 26 6.10 Confidentiality 27 6.11 Publicity 28 6.12 Title Commitments 28 6.13 Acquisition Proposals 29

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6.14 Licenses and Permits 29 6.15 Environmental Insurance 30 6.16 Remediation Costs 30 6.17 Paribas Payoff 30 6.18 Termination of Participation in Employee Plans 31 ARTICLE 7 CONDITIONS TO THE MERGER 31 7.1 Conditions Precedent to Obligations of Purchaser 31 7.2 Conditions Precedent to Obligations of Seller 32 ARTICLE 8 DOCUMENTS TO BE DELIVERED AT THE CLOSING 33 8.1 Documents to be Delivered by Seller 33 8.2 Documents to be Delivered by Purchaser 33 ARTICLE 9 POST-CLOSING COVENANTS 34 9.1 Employees and Non-Solicitation 34 9.2 Discharge of Business Obligations 34 9.3 Maintenance of Books and Records 35 9.4 Payments Received 35 9.5 Use of Name 35 9.6 Confidentiality 36 9.7 Post-Closing Notifications 36 9.8 Certain Tax Matters 36 9.9 Insurance 37 9.10 Seller Guaranties 38 9.11 Excluded Inventory 38 ARTICLE 10 SURVIVAL AND INDEMNIFICATION 38 10.1 Survival of Representations, Warranties and Covenants 38 10.2 Limitations on Liability 39 10.3 Indemnification 39 10.4 Defense of Claims 40 10.5 Claims Related to Title 41 ARTICLE 11 TERMINATION 42 11.1 Termination 42 11.2 Effect of Termination 42 ARTICLE 12 Definitions 43

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12.1 Definition of Certain Terms 43 ARTICLE 13 MISCELLANEOUS PROVISIONS 50 13.1 Specific Performance 50 13.2 Notices 50 13.3 Expenses 51 13.4 Successors and Assigns 51 13.5 Amendment; Waiver 51 13.6 Entire Agreement 52 13.7 Rights of the Parties 52 13.8 Brokers 52 13.9 Further Assurances 52 13.10 Governing Law 52 13.11 Severability 52 13.12 Execution in Counterparts 53 13.13 Titles and Headings 53 13.14 Passage of Title and Risk of Loss 53 13.15 Interpretive Matters 53 13.16 No Recourse 53 13.17 Guaranty 53 13.18 Waiver of Punitive and Other Damages and Jury Trial 53

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Schedule 1.1.1 Assigned ContractsSchedule 1.1.5 Intellectual PropertySchedule 1.1.6(a) Owned Real PropertySchedule 1.1.6(b) Real Property LeasesSchedule 1.1.6(c) Pipeline EasementsSchedule 1.1.7 PermitsSchedule 1.2.7 Other Excluded AssetsSchedule 3.3 Inventory MethodologySchedule 6.2 Conduct of Business Prior to ClosingSchedule 6.17 BNP Paribas IndebtednessSchedule 9.1 Offers of EmploymentSchedule 9.10 Seller Guarantees Exhibit A Form of Transition Services AgreementExhibit B Form of Assumption Agreement

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EXECUTION COPY AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this " Agreement" ) is made and entered into as of the 28th day of April, 2006, by and among APEX OIL COMPANY, INC., a Missouri corporation (" Seller" ), EDGINGTON OIL COMPANY, a Missouri corporation and wholly owned subsidiary of Seller (" Edgington" ), EOC ACQUISITION, LLC, a Delaware limited liability company (" Purchaser" ), and ALON USA ENERGY, INC., a Delaware corporation (" Alon" ). Capitalized terms used herein are defined in Article 12.RECITALS: A. It is the intention of the parties that Edgington shall merge with and into Purchaser, with Purchaser being the surviving entity; B. Seller owns all the issued and outstanding shares of common stock, par value $ 1.00 per share, of Edgington (the " Shares" ). C. Edgington presently conducts the business (the " Business" ) of acquiring and refining petroleum feedstocks and marketing petroleum products, including naptha, jet fuel, diesel fuel, VGO / gas oil, roofing and paving asphalt and fuel oil (the " Products" ); and D. The parties desire to effect the Merger, and thereby cause Purchaser to acquire through merger the assets, rights and properties of Edgington used or held for use in the operation of the Business, provided that, in connection with the Merger, Seller is willing to assume certain obligations and liabilities of Edgington, all on the terms and subject to the conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto agree as follows: ARTICLE 1
MERGER 1.1 Merger . On the terms and subject to the conditions hereof and in accordance with the Delaware Limited Liability Company Act (the " DLLCA" ) and the General and Business Corporation Law of Missouri (the " GBCLM" ), Edgington shall be merged with and into Purchaser (the " Merger" ) at the Effective Time. At the Effective Time, the separate existence of Edgington shall cease, and Purchaser shall continue to exist as the surviving corporation (the " Surviving Corporation" ). The Merger shall have the effects set forth in this Agreement and in the applicable provisions of the DLLCA and GBCLM. At the Effective Time, Purchaser will acquire as a result of the Merger, but subject to Section 1.2, all rights, properties and assets of Edgington used or held for use in connection with the Business, wherever located (collectively, the " Assets" ), free and clear of all Liens, except Permitted Liens, including all of Edgington' s right, title and interest in and to the rights, properties and assets described in this Section 1.1: 1.1.1 Contract Rights . All rights and incidents of interest as of the Closing in and to all leases, agreements and other contracts and legally binding contractual rights and


obligations relating to the Business (collectively, " Contracts" ), including such of the foregoing as are described on Schedule 1.1.1; 1.1.2 Inventories and Stores and Supplies . All raw materials, feedstocks, components, work-in-process, finished and refined products, stores and supplies, spare parts and samples, but excluding naphtha, distillate and VGO/gas oil (collectively, " Inventories" ), wherever located; 1.1.3 Tangible Personal Property . All machinery and equipment, engines, pipes, pipelines, valves, valve boxes, tanks, pumps, fittings, tools, spare and maintenance parts, furniture, vehicles and all other tangible personal property, wherever located, but excluding the tangible personal property not primarily related to the Business located at Seller' s executive offices located at 8235 Forsyth Blvd., Clayton, Missouri 63105 (collectively, the " Tangible Personal Property" ); 1.1.4 Manufacturers' and Vendors' Warranties . All rights under manufacturers' and vendors' warranties relating to items included in the Assets and all similar rights against third parties relating to items included in the Assets; 1.1.5 Intellectual Property . All right, title and interest in and to all domestic and foreign letters patent, patents, patent applications, patent licenses, software licenses and know-how licenses, trade names, trademarks, registered copyrights, service marks, trademark registrations and applications, service mark registrations and applications and copyright registrations and applications owned or used by Edgington in the operation of the Business and all trade secrets, technical knowledge, know-how and other confidential proprietary information and related ownership, use and other rights of Edgington, including those listed or described on Schedule 1.1.5, but excluding the software licenses not primarily related to the Business located at Seller' s executive offices located at 8235 Forsyth Blvd., Clayton, Missouri 63105 (collectively, the " Intellectual Property" ); 1.1.6 Real Property . (a) The real property owned in fee by Edgington and listed and described on Schedule 1.1.6(a), together with all easements, rights of way and other appurtenants thereunto and all buildings, structures, fixtures and improvements located thereon (the " Owned Real Property" ); (b) the rights and incidents of interests of Edgington in and to all real property leases (the " Real Property Leases" ) relating to the operations of the Business, including but not limited to those listed or described on Schedule 1.1.6(b), and all of Edgington' s rights as of the Closing in all of the structures, fixtures and improvements located thereon (the " Leased Real Property" ); and (c) all easements, rights of way, property use agreements, line rights and real property licenses and permits relating to the Owned Real Property and the Leased Real Property as described on Schedule 1.1.6(c) together with any buildings, structures, fixtures and improvements located thereon (the " Pipeline Easements" and, together with the Owned Real Property and the Leased Real Property, the " Real Property" ); 1.1.7 Governmental Licenses, Permits and Approvals . All rights and incidents of interest of Edgington in and to all licenses, permits, authorizations and approvals (collectively, " Permits" ) issued to Edgington by any Governmental Entity, including such of the foregoing as are listed in Schedule 1.1.7;

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1.1.8 Books and Records . All the books and records of Edgington, including all books and records relating to employees, the purchase of materials, supplies and services, financial, accounting and operations matters, product engineering, research and development, manufacture and sale of products and all customer and vendor lists relating to the operation of the Business and all files and documents (including credit information) relating to customers and vendors of the Business (other than, subject to Section 1.1.9, any of the foregoing located at Seller' s executive offices located at 8235 Forsyth Blvd., Clayton, Missouri 63105 and which is not readily divisible from Seller' s books and records unrelated to Edgington); 1.1.9 Corporate Documents . Edgington' s corporate seal, minute books, charter documents and corporate stock record books; 1.1.10 Edgington' s Name . All Edgington' s rights to the name " Edgington Oil Company;" 1.1.11 Prepaid Items . All prepaid items, costs and fees; and 1.1.12 Miscellaneous Assets . Except for Excluded Assets, such other rights, properties and assets owned by Edgington, wherever located, that are reflected on the Balance Sheet or were acquired subsequent to the Balance Sheet Date. 1.2 Excluded Assets . Notwithstanding anything contained in this Agreement to the contrary, the following rights, properties and assets (collectively, the " Excluded Assets" ) will not be included in the Assets and, on or prior to the Closing Date, Seller will cause Edgington to distribute the Excluded Assets (other than those described in Sections 1.2.3, 1.2.4 and 1.2.5) to Seller by way of dividend distribution: 1.2.1 Cash . All cash and cash equivalents in transit, on hand and/or in bank; 1.2.2 Accounts Receivable . All accounts receivable and any notes receivable, including amounts due from Affiliates, arising out of the operation of the Business prior to the Closing; 1.2.3 Ordinary Course of Business Dispositions . All of the Inventories and Tangible Personal Property which have been transferred or consumed by Edgington prior to the Closing in the ordinary course of the conduct of the Business consistent with past practice; 1.2.4 Contracts Terminated in the Ordinary Course of Business . All Contracts that have terminated or expired prior to the Closing in the ordinary course of the conduct of the Business consistent with past practice and as permitted hereunder; 1.2.5 Apex 401(k) Plan . The Apex 401(k) Plan; 1.2.6 Insurance Policies . Subject to Section 9.9, Edgington' s rights under any policies of insurance purchased by Seller or any of its Affiliates (other than Edgington), or any benefits, proceeds or premium refunds payable or paid thereunder or with respect thereto; and

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1.2.7 Other Excluded Assets . Any right, property or asset which is described on Schedule 1.2.7.The Excluded Assets to be distributed to Seller pursuant to this Section 1.2 will be distributed " as is, where is," without any express or implied warranties of any kind, including as to fitness, merchantability, or being fit for any particular purpose, and in their present condition and state of repair, with all existing faults, limitations and defects. ARTICLE 2
ASSUMPTION OF LIABILITIES 2.1 No Assumption of Liabilities . Except as otherwise specifically set forth in this Agreement, as between Purchaser and Seller, Purchaser does not assume or agree to pay, satisfy, discharge or perform, and will not be deemed by virtue of the execution and delivery of this Agreement or any document delivered at the Closing pursuant to this Agreement, or as a result of the consummation of the transactions contemplated by this Agreement, to have assumed, or to have agreed to pay, satisfy, discharge and perform, any Liability of Edgington, whether primary or secondary, direct or indirect. 2.2 Retained Liabilities . As of the Closing, Seller will assume and agree to pay, satisfy, discharge and perform in accordance with the terms thereof, those Liabilities set forth below (such Liabilities to be assumed by Seller being referred to herein as the " Retained Liabilities" ): (a) all Liabilities of Edgington (including any Liabilities in respect of which Edgington may be liable jointly and severally with Seller or any Affiliate of Seller) which relate to any of the Excluded Assets; (b) all Liabilities of Edgington (including any Liabilities in respect of which Edgington may be liable jointly and severally with Seller of any Affiliate or Seller) relating to Taxes with respect to the Business, or otherwise, for all periods, or portions thereof, prior to the Closing Date; (c) all liabilities of Edgington relating to Taxes arising under Treasury Regulation Section 1.1502-6 or any similar provision of state or local law or arising out of Edgington' s inclusion in any affiliated, consolidated, combined or unitary group for tax purposes; (d) all Liabilities for any legal, accounting, investment banking, brokerage or similar fees or expenses incurred by Edgington prior to Closing or in connection with, resulting from or attributable to the transactions contemplated by this Agreement; (e) all Liabilities for accounts payable arising out of the operation of the Business prior to Closing, including amounts due to Affiliates, amounts payable (or required contributions) with respect to the acquisition of an equity interest in Huntington E-P Pipeline Company, LLC (" Huntington" ) and amounts payable with respect to Edgington' s portion of

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operating and maintenance costs and expenses with respect to Huntington arising prior to the Closing; (f) all Liabilities for any Indebtedness of Edgington; (g) subject to Sections 6.15 and 6.16, all Liabilities of Edgington (other than Environmental Costs and Liabilities) with respect to third party claims resulting from, caused by or arising out of, directly or indirectly, the conduct of the Business or ownership or lease of any of the Assets or any properties or assets previously used in the Business at any time prior to the Closing Date, including such of the foregoing as constitute, may constitute or are alleged to constitute a tort, breach of contract or violation or requirement of any domestic or foreign statute, law, ordinance, rule or regulation (" Law" ) of any domestic or foreign court, government, governmental agency, authority, entity or instrumentality (" Governmental Entity" ); (h) all claims for severance, other employee benefits (including benefits mandated by Law) or other compensation or damages by or on behalf of any employees (present or former), agents or independent contractors of Edgington or by or on behalf of any Governmental Entity in respect of employees (present or former), agents or independent contractors of Edgington involving any alleged employment loss, violation of any Law or termination of employment actually or constructively (by operation of Law or pre-existing contract, including any Liability for severance), all Liabilities of Edgington (including any Liabilities in respect of which Edgington may be liable jointly and severally with Seller or any Affiliate of Seller) with respect to employees (present or former), agents or independent contractors of Edgington under or relating to any Employee Plan (other than an Edgington Benefit Plan) or under or relating to any Edgington Benefit Plan to the extent such Liability results from or relates to a breach of any representation or warranty in Section 5.1.19, or in respect of payments for unemployment compensation or unemployment insurance, and all other Liabilities in respect of employees (present or former), agents or independent contractors of Edgington, in each case, relating to periods of employment ending prior to the Closing Date; and (i) all Liabilities of Edgington arising prior to the Closing not related or arising in connection with the conduct of the Business or the use, non-use or ownership of the Assets. ARTICLE 3
CONVERSION OF SHARES 3.1 Effect on Common Stock . As of the Effective Time, by virtue of the Merger and without any action on the part of Seller, each of the following shall occur: (a) At the Effective Time, each share of common stock, par value $1.00 per share, of Edgington (the " Common Stock" ) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 3.1(b)) and all rights in respect thereof shall be canceled and shall be converted automatically into the right to receive the Per Share Consideration. As of the Effective Time, all such shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares

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of Common Stock shall cease to have any rights with respect thereto, except for the right to receive upon surrender of the certificate that formerly evidenced such share of Common Stock to the Surviving Corporation, the Per Share Consideration; (b) At the Effective Time, each share of Common Stock held in treasury by Edgington, if any, shall automatically be canceled and retired and shall cease to exist and no payment or distribution shall be made with respect thereto; and (c) At the Effective Time and after delivery of the Shares to Purchaser pursuant to Section 8.1.1, the Surviving Corporation shall pay the Merger Consideration by wire transfers of immediately available funds to one or more accounts to be designated in writing by Seller to Purchaser not less than two business days prior to the Closing 3.2 Merger Consideration . The parties acknowledge that, on March 24, 2006, Alon deposited $5,000,000 (the " Earnest Deposit" ) with Regions Bank. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller and Alon will instruct Regions Bank to deliver the Earnest Deposit to Seller. The " Merger Consideration" shall consist of a cash amount equal to the sum of (a) $52,000,000 and (b) the Estimated Inventory Value, minus the Earnest Deposit. 3.3 Estimated Inventory Value Documentation . At least three Business Days prior to the Closing, Seller shall deliver to Purchaser a statement (the " Estimated Inventory Statement" ) indicating Seller' s good faith estimate of the value of the Inventory as of the Closing Date (the " Estimated Inventory Value" ). For purposes of calculating the Estimated Inventory Value and the Final Inventory Value pursuant to this Section 3.3 and Section 3.4, respectively, Inventory consisting of products, crude oil, tank bottoms and heels and line fill shall be valued at market value at the time of valuation based on the pricing methodologies set forth on Schedule 3.3, and all other Inventory, including consumables, chemicals and supplies, shall be valued at cost. 3.4 Inventory Adjustment . (a) At the close of business on the day prior to the Closing Date, Caleb Brett or another inventory service reasonably acceptable to Purchaser and Seller (the " Inventory Service" ) will conduct a physical inventory of all Inventory as of the Closing Date as well as all naphtha, distillate and VGO/gas oil held in inventory by Edgington as of the Closing Date (the " Physical Inventory" ). The Physical Inventory may be observed by Seller, Purchaser or their respective representatives. Seller and Edgington will cooperate and give access to representatives of the Inventory Service and Purchaser for this purpose. The cost of the Inventory Service will be paid 50% by Seller and 50% by Purchaser. (b) As soon as practicable, but in no event later than 30 days following the completion of the Physical Inventory, Purchaser shall prepare a statement of the value of the Inventory as of the Closing Date (the " Inventory Statement" ). Purchaser shall deliver a copy of the Inventory Statement to Seller promptly after it has been prepared. Seller shall have the opportunity to examine the work papers, schedules and other documents prepared by Purchaser in connection with its preparation of the Inventory Statement. The Inventory Statement shall be

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final and binding on the parties unless, within 30 days after delivery to Seller, notice is given by Seller to Purchaser of its objection setting forth in reasonable detail Seller' s basis for objection. If notice of objection is given, the parties shall consult with each other with respect to the objection. If the parties are unable to reach agreement within 15 days after the notice of objection has been given, the dispute shall be referred for resolution to PricewaterhouseCoopers LLP (the " Accountants" ) as promptly as practicable. The Accountants will make a determination as to each of the items in dispute, which determination will be (i) in writing, (ii) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Accountants, (iii) made in accordance with this Agreement, and (iv) conclusive and binding upon each of the parties hereto. The fees and expenses of the Accountants will be shared equally by Purchaser and Seller. Each of Purchaser and Seller will use Commercially Reasonable Efforts to cause the Accountants to render their decision as soon as reasonably practicable, including by promptly complying with all reasonable requests by the Accountants for information, books, records and similar items. The term " Final Inventory Value" shall mean the definitive value of the Inventory as of the Closing Date agreed to (or deemed to be agreed to) by Purchaser and Seller in accordance with this Section 3.4. (c) If the Estimated Inventory Value exceeds the Final Inventory Value, then Seller shall promptly pay to Purchaser an amount equal to such excess. If the Final Inventory Value exceeds the Estimated Inventory Value, then Purchaser shall promptly pay to Seller an amount equal to such excess. ARTICLE 4
THE CLOSING 4.1 Date of Closing . The closing of the Merger contemplated hereby (the " Closing" ) shall take place at the offices of Jones Day, 2727 N. Harwood Street, Dallas, Texas (or at such other place as the parties may designate) on June 1, 2006 (provided that such date will be extended to July 1, 2006 if and only if the necessary consents under the HSR Act have not been received by June 1, 2006 or the condition in Section 7.1.8 shall not have been fulfilled by June 1, 2006). The date on which the Closing is effected is referred to in this Agreement as the " Closing Date ." At the Closing, the parties shall execute and deliver the documents referred to in Article 8. 4.2 Effective Time . At the Closing, after the satisfaction or waiver of each of the conditions set forth in Article 7, the parties shall cause to be duly prepared and filed with the Secretary of State of the State of Delaware a certificate of merger and with the Secretary of State of the State of Missouri articles of merger, each in such form as is required by, and executed in accordance with, the applicable provisions of the DLLCA and GBCLM, as applicable. The Merger shall become effective at such time as the filing with the Secretary of State of the State of Delaware of the Certificate of Merger becomes effective (the " Effective Time" ). 4.3 Managers; Officers . The managers of Purchaser immediately prior to the Effective Time shall be the managers of the Surviving Corporation as of the Effective Time until their successors are elected and qualified. The officers of Purchaser immediately prior to the Effective Time shall be the officers of the Surviving Corporation as of the Effective Time until their successors are elected and qualified.

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ARTICLE 5
REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Seller . Subject to the exceptions set forth in the letter from Seller, dated the date of this Agreement, addressed to Purchaser (the " Disclosure Letter" ), each of which exceptions in order to be effective shall indicate the Section, and, if applicable, subsection of this Section 5.1 to which it relates, Seller makes the following representations and warranties to Purchaser, each of which is true and correct as of the date hereof and shall be true and correct as of the Closing Date and shall be unaffected by any investigation heretofore or hereafter made by Purchaser. 5.1.1 Organization and Good Standing . Each of Seller and Edgington is a corporation duly organized, validly existing and in good standing under the Laws of the state of its incorporation. Each of Seller and Edgington has the requisite corporate power and authority to own, lease or otherwise hold the assets owned, leased or otherwise held by it and to carry on the businesses presently conducted by it. Edgington is in good standing and duly qualified to conduct business as a foreign corporation in every state of the United States in which its ownership or lease of property or conduct of its business makes such qualification necessary, except such states in which the failure to qualify, individually or in the aggregate, has not had or resulted in, and could not reasonably be expected to have or result in, a Material Adverse Effect. Section 5.1.1 of the Disclosure Letter sets forth each state in which Edgington is qualified to conduct business as a foreign corporation. 5.1.2 Authorization of Agreement; Binding Obligation . Each of Seller and Edgington has the requisite corporate power to execute and to deliver this Agreement and to perform the transactions contemplated hereby to be performed by them. The execution and delivery by each of Seller and Edgington of this Agreement and the performance by them of the transactions contemplated hereby to be performed by them have been duly authorized by all necessary corporate and shareholder action on the part of Seller and Edgington. This Agreement has been duly executed and delivered by duly authorized officers of each of Seller and Edgington and, assuming the due execution and delivery of this Agreement by Purchaser and Alon, constitutes a valid and binding obligation of Seller and Edgington enforceable against them in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors' rights in general and subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). 5.1.3 No Restrictions Against the Merger; Required Consents . The execution and delivery of this Agreement by Seller or Edgington does not, and the Merger and the performance by Seller or Edgington of the transactions contemplated hereby to be performed by them will not (a) conflict with the Organizational Documents of either Seller or Edgington, (b) conflict with, or result in any violation of, or constitute a default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a benefit under, any contract, permit, order, judgment or decree to which either Seller or Edgington is a party or by which any of their properties are bound, (c) constitute a violation of any Law or regulation applicable to either Seller or Edgington, or (d) result in the creation of any Lien upon the Shares or any of the Assets. Except as set forth in

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Section 5.1.3 of the Disclosure Letter, no consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity or third party is required to be obtained or made by or with respect to Seller and/o
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