Blanchard, Dean Blanchard, and J Rachal Lafayette, Louisiana Craig D. Plaintiff appeals a trial court judgment that granted defendant's special motion to strike under LSA-C.
The Sale Order must grant Purchaser protections under Section m of the Bankruptcy Code; and Satisfaction of such other conditions to closing as specified in Section 3 a of this Agreement.
Agreement to Sell and Purchase. Seller agrees to sell, convey and assign all of Seller's right, title, and interest in and to the Purchased Assets to Purchaser the "Sale"and Purchaser agrees to purchase, accept and assume such right, title and interest in and to the Purchased Assets, no later than five 5 calendar days following the date that the Sale Order is rendered such date on which the Purchased Assets are sold hereunder, the "Closing Date" ; provided, Purchaser's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction of such other conditions to closing as are specified in Sections 3 and 4 of this Agreement as of the Closing Date.
Purchaser baton rouge business report thinkstream that this Agreement will be disclosed to the Bankruptcy Court and filed publically. The fact that such an order approving assumption and assignment to the Purchaser is not entered shall have no effect on the Parties' obligations to close hereunder.
Time is of the essence for Purchaser to perform all of the obligations required on its part to be performed under this Agreement by the Closing Date.
Purchaser has a one-time right to extend the Closing Date for up to fourteen 14 calendar days from the date upon which all of the conditions to closing set forth in Sections 3 a are satisfied. The Closing Date may otherwise only be extended upon agreement of the Parties.
Amount and Manner of Payment of Purchase Price. If Seller is unable to obtain the Sale Order on or before sixty 60 days from the petition date as such date may be extended upon the mutual agreement of the parties, the "Drop 3 Dead Date"or is otherwise unable to perform its obligations under this Agreement and satisfy the other closing conditions set forth in Section 3 a below on or before the Drop Dead Date, in each case despite its good faith and diligent efforts, which it hereby covenants to make, each Party shall have the right to cancel this Agreement upon written notice to the other Party and this Agreement will wholly cease and terminate and neither Party will have any further claim against the other under this Agreement, except as to those provisions that, by their express terms, survive termination.
Purchaser's exclusive remedy for Seller's inability to timely obtain the Sale Order or for Seller's inability to timely perform its obligations hereunder and satisfy the other closing conditions set forth in Section 3 aso long as Seller proceeds in good faith and uses its commercially reasonable efforts to obtain entry of the Sale Order, is to terminate this Agreement.
Any and all Purchased Assets, rights or interests that may be referred to in this Agreement will be conveyed by a bill of sale and assignment and assumption agreement to be delivered hereunder, which bill of sale and assignment and assumption agreement will be consistent with the terms of Sections 1 c4 band 4 c hereof the "Bill of Sale".
This provision shall survive Closing. All assets set forth in Exhibit "B" are expressly excluded from the sale to the Purchaser. Each Party's obligations to close under this Agreement are entirely subject to, and contingent upon, approval of the transaction embodied in this Agreement by the Bankruptcy Court, as may be reflected in the Sale Order and such order not being subject to a stay.
Seller will utilize its commercially reasonable efforts to timely obtain Bankruptcy Court approval of the Sale Motion which will refer to this Agreement. Purchaser will cooperate and assist Seller as necessary, including providing witnesses at its own cost and expense for any evidentiary hearing, relating to obtaining the Sale Order.
On request, Seller will consult with the Purchaser regarding the procedures and motions it will utilize in seeking the Sale Order approving the sale of the Purchased Assets contemplated by this Agreement.
Without limitation of the foregoing, Purchaser's obligations under this Agreement are subject to, and contingent upon, satisfaction of the following conditions: Purchaser's obligations hereunder are not conditioned or contingent upon Purchaser obtaining financing from any source.
Except to the extent that a representation is made specifically elsewhere in this Agreement, Seller has not made and does not make any representations as to the physical condition, rents, leases, expenses, operations, properties, premises, assets, or any other matter or thing affecting or related to the Purchased Assets or this transaction, which might be pertinent to the purchase of the Purchased Assets or the execution of this Agreement, and Purchaser affirmatively waives any rights and claims for recovery or reduction of the Purchase Price or any portion thereof.
Specifically, and not by way of limitation, except to the extent that a representation is made specifically elsewhere in this Agreement, Seller has not made, and does not make, any representations as to i the current or future tax liability, assessment or valuation of any of the Purchased Assets; ii the present and future condition and operating state of any and all of Seller's properties; ii the status of any of Seller's Contracts or agreements; or iv the presence or absence of any laws, ordinances, rules or regulations issued by any governmental authority, agency or board and any violations thereof.
Purchaser hereby expressly acknowledges that no such representations have been made. Seller is not liable or bound in any manner by expressed or implied warranties, guaranties, promises, statements, representations or information pertaining to the Purchased Assets made or furnished by any broker, agent, employee, servant or other person representing or purporting to represent Seller unless such warranties, guaranties, promises, statements, representations or information are expressly and specifically set forth herein.
All understandings and agreements heretofore had between the Parties are merged in this Agreement, which alone fully and completely expresses their agreement. Seller is not obligated to make any repairs, alterations, improvements or additions thereto whatsoever.
Seller provides no warranties or indemnities to Purchaser whatsoever, even as to a return of the Purchase Price. Purchaser is not assuming any obligations or liabilities of Seller other than the obligations under any of the assumed Seller's Contracts.
All other obligations and liabilities of Seller are being retained by Seller and Seller's estate. Central Time on or before the Closing Date, with such delivery of the Bill of Sale and receipt sometimes referred to herein as the "Closing". Such right to adjourn will be exercised by notice of such exercise given by the respective Party in accordance with the provisions of this Agreement governing the giving of notice, provided that notice of exercise may be given orally if exercise is made at the date, time and place then scheduled for Closing and confirmed by the transmission of written notice on such date in accordance with such provisions.
Seller may retain such books and records related to tax matters and claims of Seller, the estate, or Seller. Any notice or demand required by, or desired to be sent under, this Agreement must be in writing and must be sent, to the Party at its address set forth in the preamble by mailing the same by express mail, or delivery by Federal Express or by other nationally recognized overnight courier using a written receipt or other valid written proof of delivery, or by hand delivery using a written receipt.
The attorneys for the Parties may give notices or demands on behalf of their respective clients. Either Party may designate by written notice, in writing, a new or other address to which notices or demands are thereafter to be sent.
Copies of all notices will be sent as follows: If to Seller, a copy will be sent to:Sunburn — The morning read of what’s hot in Florida politics — April it on Feb. 23 to ThinkStream, a Baton Rouge software company that was forced to file for Chapter 11 bankruptcy. The official website of City of Lake Charles, Louisiana.
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'I want to build a damn empire.' Educating the masses Abstracts Business, regional Article Abstract: The beliefs of Barry Bellue, the chief executive officer of the software development firm Thinkstream Inc.
on his achievements, are presented. Publication Name: Greater Baton Rouge Business Report Subject: Business, regional ISSN: WEST BATON ROUGE, PARISH OF stimulate small business Recovery Act - Edward Byrne Memorial Justice Assistance Grant (JAG) Program / Grants To Units Of Local Government: This report is generated for the Suffolk County Criminal Justice Coordinating Council (CJCC) grantee for federal award number sb-b Thinkstream, Inc., a leading software development firm based in Baton Rouge, Louisiana, this week announced the company has signed a contract with the Jefferson Davis Parish Sheriff's Department in cooperation with the Louisiana Department of Corrections to deploy the statewide inmate tracking and emergency classification system, or ITEC.
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