PARTNERSHIP INTEREST PURCHASE AGREEMENTGeneral Partnership Agreement |
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BOYD GAMING CORP | HARRAH?S BOSSIER CITY INVESTMENT COMPANY, LLC | BOYD SHREVEPORT, L.L.C. | BOYD RED RIVER, L.L.C | HARRAH?S SHREVEPORT/BOSSIER CITY INVESTMENT COMPANY LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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EXHIBIT 2.1
PARTNERSHIP INTEREST PURCHASE AGREEMENT
dated as of January 20, 2004
by and among
HARRAH’S SHREVEPORT/BOSSIER CITY
INVESTMENT COMPANY LLC,
HARRAH’S BOSSIER CITY INVESTMENT
COMPANY, LLC,
RED RIVER ENTERTAINMENT OF SHREVEPORT PARTNERSHIP IN
COMMENDAM,
BOYD SHREVEPORT, L.L.C.,
BOYD RED RIVER, L.L.C.,
and
BOYD GAMING CORPORATION
TABLE OF CONTENTS
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ARTICLE I. PURCHASE AND SALE OF PARTNERSHIP INTERESTS |
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1 |
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Section 1.1 |
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Purchase and Sale of Partnership Interests |
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1 |
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Section 1.2 |
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Excluded Assets |
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2 |
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Section 1.3 |
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Retention of Records |
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3 |
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Section 1.4 |
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Assignability and Consents |
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3 |
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Section 1.5 |
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Removal of Excluded Assets |
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4 |
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ARTICLE II. LIABILITIES |
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5 |
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Section 2.1 |
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Assumption of Liabilities |
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5 |
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Section 2.2 |
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Exclusion of Liabilities |
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5 |
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ARTICLE III. PURCHASE PRICE AND DEPOSIT |
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6 |
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Section 3.1 |
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Purchase Price |
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6 |
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Section 3.2 |
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Deposit |
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6 |
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Section 3.3 |
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Allocation of Purchase Price |
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6 |
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Section 3.4 |
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Risk of Loss |
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7 |
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ARTICLE IV. PRORATIONS AND ADJUSTMENTS |
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7 |
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Section 4.1 |
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Closing Statement |
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7 |
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Section 4.2 |
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Operations Settlement |
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8 |
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Section 4.3 |
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Accounts Receivable |
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9 |
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Section 4.4 |
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Adjustment For Progressive Liabilities |
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9 |
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ARTICLE V. CLOSING |
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9 |
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Section 5.1 |
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Time and Place |
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9 |
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Section 5.2 |
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Deliveries at Closing |
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9 |
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ARTICLE VI. REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP AND SELLERS |
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11 |
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Section 6.1 |
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Organization of Sellers and the Partnership |
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11 |
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Section 6.2 |
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Authority; No Conflict; Required Filings and Consents |
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11 |
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Section 6.3 |
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Financial Statements |
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12 |
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Section 6.4 |
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No Undisclosed Liabilities |
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13 |
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Section 6.5 |
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Absence of Certain Changes or Events |
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13 |
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Section 6.6 |
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Taxes |
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13 |
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Section 6.7 |
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Leased Property; Vessel; Hotel/Casino |
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14 |
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Section 6.8 |
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Title to Personal Property; Liens |
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16 |
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Section 6.9 |
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Intellectual Property |
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17 |
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Section 6.10 |
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Agreements, Contracts and Commitments |
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17 |
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Section 6.11 |
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Litigation |
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17 |
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Section 6.12 |
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Environmental Matters |
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18 |
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Section 6.13 |
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Permits; Compliance with Gaming Laws |
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18 |
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Section 6.14 |
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Labor Matters |
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19 |
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Section 6.15 |
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Employee Benefits |
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19 |
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Section 6.16 |
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Transactions With Affiliates |
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20 |
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Section 6.17 |
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Brokers |
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20 |
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Section 6.18 |
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Partnership Interests |
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20 |
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ARTICLE VII. REPRESENTATIONS AND WARRANTIES OF BUYER |
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21 |
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Section 7.1 |
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Organization of Buyer and Buyer Parent |
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21 |
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Section 7.2 |
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Authority; No Conflict; Required Filings and Consents |
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21 |
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Section 7.3 |
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Brokers |
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22 |
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Section 7.4 |
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Financing |
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22 |
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Section 7.5 |
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Licensability of Principals |
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23 |
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Section 7.6 |
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Compliance with Gaming Laws |
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23 |
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ARTICLE VIII. COVENANTS |
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24 |
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Section 8.1 |
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Conduct of Business of the Partnership |
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24 |
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Section 8.2 |
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Cooperation; Notice; Cure |
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25 |
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Section 8.3 |
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No Solicitation |
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25 |
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Section 8.4 |
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Employee Matters |
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26 |
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Section 8.5 |
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Access to Information and the Property |
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28 |
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Section 8.6 |
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Governmental Approvals |
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29 |
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Section 8.7 |
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Publicity |
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31 |
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Section 8.8 |
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Further Assurances and Actions |
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31 |
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Section 8.9 |
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Transfer Taxes; HSR Filing Fee |
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32 |
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Section 8.10 |
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Financing |
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32 |
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Section 8.11 |
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Like-Kind Exchange |
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32 |
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Section 8.12 |
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Reservations; Loyalty Program; Guests; Chips |
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33 |
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Section 8.13 |
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Transfer of Utilities; Insurance |
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34 |
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Section 8.14 |
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Certain Transactions |
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35 |
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Section 8.15 |
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FCC Approvals |
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35 |
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Section 8.16 |
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Insurance; Casualty and Condemnation |
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35 |
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Section 8.17 |
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Customer Data |
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36 |
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Section 8.18 |
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Certain Notifications |
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36 |
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Section 8.19 |
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Delta Downs Litigation |
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36 |
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Section 8.20 |
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Letter of Credit and Release of Guaranty |
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36 |
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Section 8.21 |
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Tax Matters |
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36 |
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Section 8.22 |
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Zoning |
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37 |
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ARTICLE IX. CONDITIONS TO CLOSING |
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37 |
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Section 9.1 |
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Conditions to the Parties’ Obligation to Effect the Closing |
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37 |
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Section 9.2 |
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Additional Conditions to Obligations of Buyer |
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38 |
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Section 9.3 |
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Additional Conditions to Obligations of the Partnership and Sellers |
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39 |
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ARTICLE X. TERMINATION AND AMENDMENT |
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39 |
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Section 10.1 |
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Termination |
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39 |
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Section 10.2 |
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Effect of Termination |
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ARTICLE XI. SURVIVAL; INDEMNIFICATION |
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Section 11.1 |
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Survival of Representations, Warranties, Covenants and Agreements |
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41 |
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Section 11.2 |
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Indemnification |
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42 |
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Section 11.3 |
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Procedure for Claims between Parties |
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44 |
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Section 11.4 |
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Defense of Third Party Claims |
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44 |
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Section 11.5 |
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Resolution of Conflicts and Claims |
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46 |
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Section 11.6 |
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Limitations on Indemnity |
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46 |
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Section 11.7 |
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