Closing Purchase and Sale Sample Clauses

Closing Purchase and Sale. 4 2.1 The Closing......................................................4 2.2 Issuance and Delivery of the Purchase Shares.....................4 2.3 The Purchase Price...............................................4 2.4
Sample 1See All (5)
AutoNDA by SimpleDocs
Closing Purchase and Sale. 2.1 The Closing 4 2.2 Escrow 4 2.3 Return of Funds 4 2.4 Issuance and Delivery of the Purchase Shares 5 2.5 The Purchase Price 5 2.6 Delivery of Purchase Price 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 Organization; Good Standing 5 3.2 Subsidiaries 5 3.3 Authority; Execution and Delivery; Enforceability 5 3.4 Non-Contravention 6 3.5 Corporate Documents 6 3.6 Capitalization; Options 6 3.7 Consents and Approvals 7 3.8 SEC Reports and Financial Statements 8 3.9 Litigation and Claims 8 3.10 No Finder 8 3.11 Exempt Offering 9 3.12 Agreements; Action 9 3.13 Related-Party Transactions 9 3.14 Title to Property and Assets 9 3.15 Employee Benefit Plans 9 3.16 Tax Returns, Payments and Elections 10 3.17 Insurance 10 3.18 Disclosure 10
Sample 1Sample 2
Closing Purchase and Sale. 2.1 The Closing Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the transactions set forth in this Article II shall take place upon the satisfaction of the closing conditions set forth herein, or at such other time or such other date as Buyers and the Company may agree, at the offices of DLA Piper US LLP, 1251 Avenue of the Americas, New York, New York (such date upon which the Closing occurs is referred to as the “Closing Date”).
Sample 1Sample 2
Closing Purchase and Sale. 1.1.1. The closing of the Contemplated Transactions (the “Closing”) will take place electronically by the mutual exchange of DocuSign or other electronic signatures on the third (3rd) Business Day following the satisfaction or waiver of all conditions of the parties to consummate the transactions contemplated hereby (other than conditions with respect to actions the respective parties will take at the Closing itself) or such other date as Buyer and Seller may mutually determine (“Closing Date”).
Sample 1
Closing Purchase and Sale. At the Closing, and on the terms and subject to the conditions of this Agreement, Buyer shall purchase and acquire from the Selling Parties, and each Seller shall sell, assign, transfer and convey to Buyer, all of such Seller’s rights, title and interest in and to such number of Securities listed against such Seller’s name in column A in Exhibit D, in aggregate representing ninety point one zero percent (90.10%)of the Capital Stack of the Company, free and clear of all Liens other than Permitted Equity Liens, for the consideration specified in Section 2.3.
Sample 1
Closing Purchase and Sale. Section 1.01 Closing 1 Section 1.02 Purchase and Sale of Purchased Shares 1 Section 1.03 Payment of the Closing Purchase Price 1 Section 1.04 Purchase Price Adjustment 2 ARTICLE II
Sample 1
Closing Purchase and Sale. The Closing of the transaction contemplated by this Agreement (the “Closing”) shall be held at the offices of Gardere Xxxxx Xxxxxx LLP, 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000 at 9:00 a.m. central time on December 17, 2007 or such other date as may be mutually agreed upon by the Purchasers and Live Nation (the day on which the Closing takes place being herein referred to as the “Closing Date”). At the Closing, Live Nation will cause the LN Target Companies to sell to the Purchasers, and the Purchasers shall purchase from the LN Target Companies, all of the LN Chicago Interests, free and clear of all encumbrances, as more fully set forth herein.
Sample 1
AutoNDA by SimpleDocs
Closing Purchase and Sale. The consummation of the transactions set forth in this Article 2 of this Agreement (the “Closing”) with respect to the purchase and sale of the Transferred Shares hereunder shall take place at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date and, immediately following the execution, hereof (the “Closing Date”). The Sellers’ delivery of the Transferred Shares to the Buyers, and Leopard’s and Dragon’s delivery of the Leopard Purchase Price (as defined below) and the Dragon Purchase Price (as defined below), respectively, to the Sellers, shall settle as promptly as practicable, but in any event no later than 12:00 p.m., New York time, on November 12, 2015 (the “Settlement Time”). Upon the terms and subject to the conditions of this Agreement, at the Settlement Time:
Sample 1
Closing Purchase and Sale 
Sample 1Sample 2Sample 3See All (25)

Related to Closing Purchase and Sale

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale; Purchase Price Seller hereby agrees to sell and convey the Property to Purchaser and Purchaser hereby agrees to purchase the Property from Seller, at and for a purchase price of $ (the “Purchase Price”)

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!