in this agreement (including the above recitals), in addition to such terms as are defined elsewhere in this agreement, the following terms have the meanings specified in this clause 1: subject to the conditions precedent, the sellers (each as to the shares which such seller owns) agree to sell to the purchaser, and the purchaser hereby agrees to purchase from the sellers, all of the shares with all rights attached or accruing to them at closing, for a price per agz share equal to the agz share price and a price per fa share equal to the fa share price. the sellers, to the extent of their respective powers and authorities as directors, managers or shareholders of the group companies, undertake to procure that, between the date hereof and the closing date, save in so far as agreed upon in writing by the purchaser or contemplated under the terms of this agreement (such agreement not to be unreasonably withheld or delayed), the business will be carried on and the group companies will be managed in the ordinary course and in a prudent and diligent manner (en bon père de famille) and any material adverse change affecting any of the group companies and for which the sellers have knowledge will be notified promptly in writing to the purchaser. except as disclosed in exhibit 10.3.1, none of the group companies is a party to any shareholders’ agreement relating to any group subsidiary. such tangible assets are in a state of use and maintenance which allows the group companies to conduct their respective businesses in their normal course as they are currently carried on. the group companies and the group subsidiaries listed in exhibit 10.3.7 are owners or have the disposal of and the right to use the storage facilities indicated in such exhibit for stocking butane and propane. a true and complete list of all of the insurance policies, and copies of the related certificates, to which the group companies have subscribed or from which they benefit are set forth in or attached to exhibit 10.3.11(a). the group companies have not granted any welfare benefit, and have not executed any compensation agreement outside the norms of their business field, and no current or former employee of a group company benefits from special advantages other than those imposed by law, or the applicable collective bargaining agreements or company agreements referred to in this clause.
except as disclosed in exhibit 10.3.15(b)(v), the group companies that are bound by this requirement have concluded an agreement for the reduction of work time to a 35-hour work week and have implemented this reduction in compliance with the applicable laws and regulations. ugi corp. irrevocably and unconditionally guarantees to the sellers (as a caution solidaire) the performance by the purchaser of all the purchaser’s payment obligations under this agreement and any ancillary agreement and any payment obligations the purchaser may have under or as a result of any breach by the purchaser of this agreement or any ancillary agreement (the “guarantee”). no variation, amendment or modification of this agreement shall be effective unless in writing and signed by or on behalf of each of the parties. all remedies, provided either under this agreement or by law, in the event of breach by any party in performance of this agreement, shall be cumulative and not alternative. have a depth of experience working with the uspto to file trademarks, copyrights, and patents. today, atilla’s practice spans all corporate matters for clients in colorado and the district of columbia. “contractscounsel suited my needs perfectly, and i really appreciate the work to get me a price that worked with my budget and the scope of work.”
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