PURCHASE AND SALE 1. Section 1.1 Purchase and Sale of the Membership Interests 1 Section 1.2 Earn Out 5 Section 1.3 Closing 7 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE MEMBERS 8 Section 2.1 Organization, Etc 8 Section 2.2 Capitalization 8 Section 2.3 Authority Relative to this Agreement 9 Section 2.4 Consents and Approvals; No Violations 9 Section 2.5 Financial Statements 9 Section 2.6 No Undisclosed Liabilities; Discharge of Obligations 10 Section 2.7 Absence of Certain Changes 10 Section 2.8 Compliance with Law 11 Section 2.9 Material Contracts 11 Section 2.10 Permits 12 Section 2.11 Litigation 12 Section 2.12 Taxes 12 Section 2.13 Owned and Leased Properties; Sufficiency of Assets 14 Section 2.14 Intellectual Property; Personal Information 17 Section 2.15 Insurance 19 Section 2.16 Environmental Matters 19 Section 2.17 Employee and Labor Matters 21 Section 2.18 Employee Plans 21 Section 2.19 Brokers and Finders 23 Section 2.20 Member Vote Required 23 Section 2.21 Absence of Questionable Payments 23 Section 2.22 Books and Records 24 Section 2.23 Bank Accounts; Powers of Attorney 24 Section 2.24 Customers and Suppliers 24 Section 2.25 Accounts Receivable 24 Section 2.26 Accounts Payable 24 Section 2.27 Certain Transactions 24 Section 2.28 No Other Representations and Warranties. 25 Section 2.29 Disclosure 25
PURCHASE AND SALE 1. The Closing -----------
PURCHASE AND SALE 1. Section 1.2. Assets 1 Section 1.3. Excluded Assets 3 Article II PURCHASE PRICE 4
PURCHASE AND SALE 1. Section 2.1. Purchase and Sale of Company Interests; Letter of Credit 1 Section 2.2. Closing 2 Section 2.3. Transactions to be Effected at the Closing 2 Section 2.4. Withholding 3 Section 2.5. Purchase Price Adjustment 3
PURCHASE AND SALE 1. Section 1.1 Agreement to Purchase and Sell 1
PURCHASE AND SALE 1. Section 1.1 Transaction; Assets 1 Section 1.2 Excluded Assets 3 Section 1.3 Excluded Liabilities. 4
PURCHASE AND SALE 1. 1.1 Purchase and Sale of Purchased Shares. 1 1.2 Consideration 1 1.3 Closing. 2 1.4 Beneficial Ownership; Deferred Transfer. 3 1.5 Purchaser’s Obligations. 3 1.6 Closing Deliverables. 4 1.7 Title Transfer Date Deliverables. 4
PURCHASE AND SALE 1. 1 The Seller hereby agrees to sell, assign, transfer and deliver to the Buyers’ Rep., and the Buyers’ Rep. hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of US $650,000 (the “Purchase Price”) to be paid in accordance with the provisions of Section 1.3 below. The Purchase Price has been calculated based upon the following:
PURCHASE AND SALE 1. 1 The Sellers hereby agree to sell, assign, transfer and deliver to each Purchaser, and each Purchaser hereby agrees to purchase from the Sellers, the Purchased Shares at a purchase price per share of US $0.15 for an aggregate purchase price of US $249,375 (the Purchase Price) payable on the Closing Date (as defined below). 2.
PURCHASE AND SALE 1. 1.1 Definitions 1 1.2 Purchase and Sale 1 1.3 Purchase Price 1 1.4 Closing 1 1.5 Closing Deliveries 1 1.6 Operating Cash 2 1.7 Post-Closing Payment 2
