Common use of The Purchase Clause in Contracts

The Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, contemporaneous with the execution of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees. (b) Each Purchaser shall remit to Iliad its pro rata portion of the Purchase Price (as set forth on Exhibit A) (together, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it will be released to the Purchasers. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and I▇▇▇▇’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties. (c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63. (d) This Agreement shall become effective as of the Effective Date.

The Purchase. (a) On Upon satisfaction of all conditions precedent set forth herein, on the terms Closing Date (as defined below), the Seller shall sell and subject deliver the Stock to the conditions set forth Purchaser in this Agreement, contemporaneous with consideration of a cancellation of the execution amount of this Agreement, Iliad shall sell, assign, transfer and deliver trade indebtedness owed by the Seller to the Purchasers Purchaser in the Purchased Assets, free and clear amount of all Liens and known claims of any kind, nature, or description effective as of the Effective Date. Each of the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees4,506,970. (b) Each Purchaser shall remit to Iliad its pro rata portion of At the Purchase Price (as set forth on Exhibit A) (togetherClosing, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad Seller shall deliver to counsel for the Purchasers Purchaser a certificate representing the Transaction DocumentsStock which the Purchaser is purchasing and the Purchaser shall deliver to the Seller an instrument executed by the Purchaser canceling $4,506,970 of trade indebtedness owed by the Seller to the Purchaser. The certificate representing the Stock shall bear the following legend: THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, to be held in escrow by such counsel pending the occurrence of the Release Event AS AMENDED (defined belowTHE "SECURITIES ACT"), at which time it will be released to the PurchasersOR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and I▇▇▇▇’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (togetherTHE SECURITIES MAY NOT BE OFFERED, the “Release Event”)SOLD OR OTHERWISE DISTRIBUTED IN THE UNITED STATES OR TO ANY U.S. PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, at which time the Transaction Documents will be released from escrow to the PartiesOR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND THOSE LAWS. (c) The Company Seller acknowledges and PharmCo consent agrees that the trade indebtedness to the transfer be canceled shall be comprised of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of indebtedness which has been outstanding for the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63longest period. (d) This Agreement shall become effective as of the Effective Date.

The Purchase. As a result of Foreland exercising its Option as set forth in Article II of the Option and Purchase Agreement, (i) Foreland Refining shall sell to Foreland Asset all of the issued and outstanding stock of Petrosource Transportation and the Business Assets set forth in subparagraphs (a), (b), (k), and (n) below that are owned by it; and (ii) after completion of the sale of assets contemplated by subparagraph (i) and the distribution of the proceeds from such sale to Petro Source Corporation, Petro Source Corporation shall sell, and Foreland shall purchase, all of the issued and outstanding stock of Foreland Refining. References in this Agreement to the acquisition of the Business and Business Assets shall be read to mean the acquisition of the Business and Business Assets through the purchase of the assets to be sold to Foreland Asset and the subsequent purchase of the issued and outstanding stock of Foreland Refining. The Business and Business Assets shall, subject to the Excluded Assets identified in Section 3.02, consist of the following: (a) On (i) all tangible personal property owned by PSC and located at, or used in connection with, the terms operation of the Eagle Springs Refinery, the Tonopah Refinery (excluding the emulsifier and subject the two asphalt spreader trucks and related equipment), (ii) the roofing asphalt equipment located at the Fredonia Terminal (provided Foreland, at its own expense, removes such equipment from PSC's property within 24 months after the Closing Date, otherwise the ownership of such equipment shall revert to Crown Asphalt Distribution, L.L.C.), and (iii) the rights of PSC as lessee of all tangible personal property leased, including the equipment, tools, vehicles, furniture and fixtures, and supplies described in Exhibit "A" (the "Tangible Personal Property"); (b) all of PSC's rights as lessee or holder of rights-of-way to the conditions set forth real property and all buildings and improvements thereon on which the Eagle Springs Refinery and the Tonopah Refinery are located, as more particularly described in this Agreement, contemporaneous with Exhibit "B" (the execution "Real Property"); (c) all inventory of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective PSC existing as of the Effective Date. Each Time which was purchased in furtherance of the Parties representsBusiness, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 as described in Exhibit "C" (the “Purchase Price”"Inventory"). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees.; (bd) Each Purchaser shall remit to Iliad its pro rata portion all of the Purchase Price notes and trade and other accounts receivable associated with the Eagle Springs Refinery, the Tonopah Refinery, or Petrosource Transportation existing as of the Effective Time, as described in Exhibit "D" (as the "Accounts Receivable"); (e) all cash, cash equivalents, and prepaid expenses held by Foreland Refining or Petrosource Transportation; (f) all of PSC's rights under (i) those crude oil and transmix purchase contracts and agreements described in Exhibit "E" which were entered into by PSC in the ordinary course of business and are executory, and (ii) all contracts and agreements intended to facilitate the sale of asphalt or other refinery products manufactured at the Eagle Springs or Tonopah refineries (together, the "Contract Rights"); (g) lists of current and past (within the preceding two years) customers and lists of prospective customers (i.e., persons with whom PSC has discussed potential sales and from whom PSC has received what PSC believes to be serious expressions of interest) of the Business compiled by PSC including, to the extent the same is in the possession of PSC, the name, address, contact person, and telephone number of each such customer or prospective customer (the "Customer Lists"), set forth on Exhibit A"F"; (h) all lists of current and past (togetherwithin the preceding two years) suppliers and all files, the “Remittance”) by way of a federal funds wire to Iliad records, and data used in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale Business; (i) those prepaid expenses, fees, deposits, letters of credit, or bonds with respect to the Business or Business Assets, including those set forth on Exhibit "G," (the "Prepaid Expenses"); (j) to the extent they are assignable, all federal, state, or local licenses, permits, or approvals granted or used in connection with the operation of the Purchased Assets hereunder, in advance Business or the Business Assets; (k) all of PSC's rights under warranties covering the Tangible Personal Property being transferred hereunder to the fullest extent permitted by such warranties; (l) all intellectual property of PSC necessary to the operation of the initiation Business, including the proprietary scheduling software used in connection with Petrosource Transportation and the right to use any trade secrets, confidential or proprietary information, or general processes used by PSC in the conduct of the wire transfer Business, together with the Melt PacTM License from Petro Source Asphalt Company dated as of May 31, 1998, all as described in Exhibit "H" (the "Intellectual Property"); (m) the current telephone number(s) used in connection with the Business at its locations in Eagle Springs and Tonopah, Nevada, and telephone and other directory listings used by PSC in the operation of the RemittanceBusiness other than the Salt Lake City numbers; (n) to the extent permitted by the carrier without financial assurances or continued obligation by Petro Source Corporation, Iliad shall deliver all contracts of insurance relating to counsel the Business or Business Assets and all claims, casualties, or other occurrences prior to the Closing Date and prepaid premiums or deposits related thereto, which policies are specific to and separately maintained for the Purchasers Business Assets, as described in Exhibit "I" (the Transaction Documents"Insurance Policies"); (o) originals or copies of all accounting, operating, management, and other business records in documentary or electronic form relating to be held in escrow by the Business or Business Assets (provided, however, PSC may maintain a record copy of any such counsel pending items); (p) the occurrence rights of PSC under all confidentiality, non- competition, or similar agreements with present or former employees, consultants, and others associated with PSC insofar as related to the Business; (q) the goodwill of PSC associated with the Business, including the right to use the name "Petrosource Transportation" but excluding the use of the Release Event name "Petro Source Refining"; and (defined below), at which time it will be released r) all other assets of PSC used to carry out the Purchasers. The electronically signed PDFs Business or part of the Transaction Documents shall be held Business Assets not included in escrow by Purchaser’s and I▇▇▇▇’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt any specific provision of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties. (c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63. (d) This Agreement shall become effective foregoing subsections existing as of the Effective DateTime which are not excluded in section 3.02.

The Purchase. (a) On the terms and subject ▇▇▇▇▇▇▇ agrees at Closing to the conditions set forth in this Agreement, contemporaneous with the execution of this Agreement, Iliad shall sell, assign, transfer and deliver to ▇▇▇▇ the Purchasers sum of One Hundred Sixty Five Thousand ($165,000) Dollars in the Purchased Assets, free and clear form of all Liens and known claims of any kind, nature, a cashier's check made payable to Pico's order or description effective as wire transfer to an account designated by Pico. ▇▇▇▇ at Closing will deliver to ▇▇▇▇▇▇▇ one or more certificates representing in the aggregate one hundred sixty-five (165) shares of the Effective DateStock issued in the name of ▇▇▇▇▇▇▇. Each ▇▇▇▇▇▇▇ further agrees to deliver to ▇▇▇▇ at Closing the sum of ten dollars ($10.00) in the Parties represents, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 (the “Purchase Price”). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees. (b) Each Purchaser shall remit to Iliad its pro rata portion of the Purchase Price (as set forth on Exhibit A) (together, the “Remittance”) by way form of a federal funds check payable to Pico's order or wire transfer to Iliad and in accordance with the wire instructions provided an account designated by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate Pico as consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it will be released to the Purchasers. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and I▇▇▇▇’s respective counsel pending Iliad’s notification ▇▇▇ of warrants (the "Warrants") to Purchasers of Iliad’s receipt purchase 144,200 Pico common shares from Pico together with certain contingent warrants to purchase Pico common shares under certain circumstances. The designations, powers, preferences and rights, and the qualifications, limitations and restrictions of the full Purchase Price (togetherStock are set forth in the Designation Statement attached to this letter as Exhibit "A" and are generally described below in this letter. It is understood that in the event there shall be any inconsistency between the Designation Statement and this letter, the “Release Event”provisions of the Designation Statement shall be controlling. A. The Stock will impose on Pico the obligation to declare quarterly dividends, payable at a rate of ten percent (10%) per annum, with the option of ▇▇▇▇▇▇▇ to receive Pico common shares (the "Dividend Shares") in lieu of the payment of any cash dividend otherwise payable, upon written notification by ▇▇▇▇▇▇▇ to Pico thirty days prior to the scheduled dividend payment date. If ▇▇▇▇▇▇▇ exercises the option to take Dividend Shares, the number of such Dividend Shares shall be determined in the manner set forth in the Designation Statement. All unpaid cash dividends shall be cumulative. In the event that Pico exercises its option to delay payment of a quarterly dividend (as provided in the Designation Statement), Pico will pay ▇▇▇▇▇▇▇ interest on the amount of the delayed dividend payment at which an annual rate equal to First Union Bank's prime rate as in effect from time to time during the Transaction Documents delay in payment. The Stock will be released from escrow redeemable according to the Partiesfollowing schedule: All outstanding shares on or before September 28, 2000. Notwithstanding the foregoing, Pico may call all or any portion of the Stock for redemption at any time without penalty. The Stock will have preference in liquidation or in any bankruptcy or reorganization proceeding ahead of the common stock. ▇▇▇▇▇▇▇ acknowledges that Pico will not make any payment of any dividend or any amount on account of a redemption of the Stock during any period of time when there shall exist an event of default under the Allied Agreement. B. The Warrants will be separate and detachable, and exercisable for a period of six (c6) The Company and PharmCo consent years after Closing or 36 months from the final payment on the subordinated debentures issued by Pico pursuant to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b)Allied Transaction, whichever is later. The Company represents and warrants that as of exercise price will be equal to the average closing price for the 90 calendar days preceding the date which is 120 calendar days following the date of this Agreementfiling with the SEC of the Company's Form 10-K for the fiscal year ended July 31, 1997 (the "Pricing Date"). In the event that any or a portion of the Warrants are exercised prior to the Pricing Date, the aggregate amount per share exercise price will be equal to the average trading price for the 90 calendar days preceding the actual date of principal exercise (the "Preliminary Exercise Price"), subject to adjustment based on the actual Exercise Price on the Pricing Date, provided that at the time of such determination, the Common Stock is traded in the over-the-counter market or on a national or regional securities exchange. In the event there is no closing price on any day during such 90 day period, then the average of the most recent bid and interest outstanding asked price shall be used as the price for such day for purposes of calculating the Exercise Price. The Warrants will give ▇▇▇▇▇▇▇ the same registration rights, rights to obtain additional warrants and anti-dilution protection as given to Allied under the Iliad Note is $2,790,885.63Allied Transaction, provided that ▇▇▇▇▇▇▇ shall only exercise its demand registration rights in conjunction with Allied. (d) This Agreement shall become effective as of the Effective Date.

The Purchase. As a result of Foreland exercising its Option as set forth in Article II of the Option and Purchase Agreement, (i) Foreland Refining shall sell to Foreland Asset all of the issued and outstanding stock of Petrosource Transportation and the Business Assets set forth in subparagraphs (a), (b), (k), and (n) below that are owned by it; and (ii) after completion of the sale of assets contemplated by subparagraph (i) and the distribution of the proceeds from such sale to Petro Source Corporation, Petro Source Corporation shall sell, and Foreland shall purchase, all of the issued and outstanding stock of Foreland Refining. References in this Agreement to the acquisition of the Business and Business Assets shall be read to mean the acquisition of the Business and Business Assets through the purchase of the assets to be sold to Foreland Asset and the subsequent purchase of the issued and outstanding stock of Foreland Refining. The Business and Business Assets shall, subject to the Excluded Assets identified in Section 3.02, consist of the following: (a) On (i) all tangible personal property owned by PSC and located at, or used in connection with, the terms operation of the Eagle Springs Refinery, the Tonopah Refinery (excluding the emulsifier and subject the two asphalt spreader trucks and related equipment), (ii) the roofing asphalt equipment located at the Fredonia Terminal (provided Foreland, at its own expense, removes such equipment from PSC's property within 24 months after the Closing Date, otherwise the ownership of such equipment shall revert to Crown Asphalt Distribution, L.L.C.), and (iii) the rights of PSC as lessee of all tangible personal property leased, including the equipment, tools, vehicles, furniture and fixtures, and supplies described in Exhibit "A" (the "Tangible Personal Property"); (b) all of PSC's rights as lessee or holder of rights-of-way to the conditions set forth real property and all buildings and improvements thereon on which the Eagle Springs Refinery and the Tonopah Refinery are located, as more particularly described in this Agreement, contemporaneous with Exhibit "B" (the execution "Real Property"); (c) all inventory of this Agreement, Iliad shall sell, assign, transfer and deliver to the Purchasers the Purchased Assets, free and clear of all Liens and known claims of any kind, nature, or description effective PSC existing as of the Effective Date. Each Time which was purchased in furtherance of the Parties representsBusiness, warrants and agrees that the aggregate purchase price for the Purchased Assets is $2,300,000 as described in Exhibit "C" (the “Purchase Price”"Inventory"). Each of Iliad and the Purchasers will be responsible for its own costs and expenses, including legal fees. (b) Each Purchaser shall remit to Iliad its pro rata portion of the Purchase Price (as set forth on Exhibit A) (together, the “Remittance”) by way of a federal funds wire to Iliad and in accordance with the wire instructions provided by Iliad. Each of the Parties represents and warrants to the other Party that the Remittance once received from all Purchasers represents the aggregate consideration for the purchase of the Purchased Assets and for the releases set forth in this Agreement, as well as the satisfaction of all financial obligations owing from the Company to Iliad or its Affiliates, whether arising out of this Agreement or otherwise. On the Effective Date, all right title and interest to the Purchased Assets shall transfer to the Purchasers. In connection with the sale of the Purchased Assets hereunder, in advance of the initiation of the wire transfer of the Remittance, Iliad shall deliver to counsel for the Purchasers the Transaction Documents, to be held in escrow by such counsel pending the occurrence of the Release Event (defined below), at which time it will be released to the Purchasers. The electronically signed PDFs of the Transaction Documents shall be held in escrow by Purchaser’s and I▇▇▇▇’s respective counsel pending Iliad’s notification to Purchasers of Iliad’s receipt of the full Purchase Price (together, the “Release Event”), at which time the Transaction Documents will be released from escrow to the Parties. (c) The Company and PharmCo consent to the transfer of the Purchased Assets contemplated by Sections 4.1(a) and 4.1(b). The Company represents and warrants that as of the date of this Agreement, the aggregate amount of principal and interest outstanding under the Iliad Note is $2,790,885.63. (d) This Agreement shall become effective as of the Effective Date.;