in Section 7.1(h).
SECTION 1.2
REFERENCES:
EXHIBITS AND SCHEDULES.
EXCEPT AS
OTHERWISE SPECIFICALLY INDICATED, ALL REFERENCES IN THIS AGREEMENT TO ARTICLES
OR SECTIONS REFER TO ARTICLES OR SECTIONS OF
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THIS AGREEMENT, AND ALL REFERENCES TO EXHIBITS OR SCHEDULES REFER TO EXHIBITS OR
SCHEDULES ATTACHED HERETO, ALL OF WHICH EXHIBITS AND SCHEDULES ARE INCORPORATED
INTO, AND MADE A PART OF, THIS AGREEMENT BY REFERENCE. THE WORDS "HEREIN,"
"HEREOF," "HEREINAFTER" AND WORDS AND PHRASES OF SIMILAR IMPORT REFER TO THIS
AGREEMENT AS A WHOLE AND NOT TO ANY PARTICULAR SECTION OR ARTICLE.
ARTICLE II
AGREEMENT OF PURCHASE AND SALE
SECTION 2.1
PURCHASE AND SALE.
SUBJECT TO THE CONDITIONS AND ON THE
TERMS CONTAINED IN THIS AGREEMENT, PURCHASER AGREES TO PURCHASE AND ACQUIRE FROM
SELLER, AND SELLER AGREES TO SELL AND TRANSFER TO PURCHASER, SELLER'S LLC
INTEREST.
BY ACQUIRING SELLER'S LLC INTEREST PURSUANT HERETO, THE RETAINED
INTEREST PURSUANT TO THE RETAINED INTEREST ASSIGNMENTS, PURCHASER SHALL
INDIRECTLY OWN ONE HUNDRED PERCENT (100%) OF THE BENEFICIAL OWNERSHIP INTEREST
IN AND TO THE PROPERTY AND PROPERTY OWNER.
ANYTHING TO THE CONTRARY CONTAINED
HEREIN NOTWITHSTANDING, SELLER IS NOT TRANSFERRING TO PURCHASER ANY BANK
ACCOUNTS OR FUNDS THEREIN MAINTAINED BY AFE OR ANY PROPERTY OWNER AND SELLER
SHALL HAVE THE RIGHT, AT ANY TIME ON OR PRIOR TO CLOSING, TO TRANSFER ANY SUCH
BANK ACCOUNTS OR WITHDRAW ANY SUCH FUNDS AND KEEP THE SAME FOR ITS OWN BENEFIT;
PROVIDED, THAT THIS SENTENCE SHALL NOT AFFECT THE PRO RATIONS UNDER
SECTION 10.4.
Section 2.2
Indivisible Economic Package.
Purchaser has no right to
purchase, and Seller has no obligation to sell, less than all of Seller's LLC
Interest, it being the express agreement and understanding of Purchaser and
Seller that, as a material inducement to Seller and Purchaser to enter into this
Agreement, Purchaser has agreed to purchase, and Seller has agreed to sell, all
of Seller's LLC Interest, subject to and in accordance with the terms and
conditions hereof
SECTION 2.3
FULL PERFORMANCE.
THE EXECUTION AND DELIVERY OF THE LLC
ASSIGNMENT AND ASSUMPTION (AS HEREINAFTER DEFINED) AND THE OTHER DOCUMENTS TO BE
EXECUTED AND/OR DELIVERED BY SELLER TO PURCHASER PURSUANT TO THIS AGREEMENT
SHALL BE DEEMED TO BE A FULL PERFORMANCE AND DISCHARGE OF EVERY AGREEMENT AND
OBLIGATION ON THE PART OF SELLER TO BE PERFORMED UNDER THIS AGREEMENT, EXCEPT
THOSE AGREEMENTS, OBLIGATIONS, COVENANTS, REPRESENTATIONS, WARRANTIES AND
INDEMNIFICATIONS OF SELLER WHICH ARE SPECIFICALLY STATED TO SURVIVE THE CLOSING
OF THE TRANSACTION CONTEMPLATED IN THIS AGREEMENT.
ARTICLE III
CONSIDERATION
Section 3.1
Purchase Price.
The purchase price for Seller's LLC
Interest shall be the sum of One Hundred Eighty Six Million One Hundred Ninety
Two Thousand and 00/100 Dollars ($186,192,000.00) all in lawful currency of the
United States of America, payable as provided in Section 3.2, and subject to
adjustments and credits as expressly contemplated by this Agreement (the
"Purchase Price").
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Section 3.2
Method of Payment of Purchase Price.
No later than 1:00
p.m. Eastern Time on the Scheduled Closing Date, Purchaser shall pay to Escrow
Agent