PURCHASE AND SALE 1.01 Purchase and Sale Sample Clauses

PURCHASE AND SALE 1.01 Purchase and Sale. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers will sell, assign, transfer and convey to Buyer, and Buyer will purchase and acquire from the Sellers, all of the Purchased Interests in exchange for the payment of the Estimated Purchase Price, less the aggregate amount of Seller Transaction Expenses, in cash to the Sellers. (b) The Purchase Price will be allocated among the Purchased Interests in accordance with the percentages set forth on Schedule 1.01(b). Buyer and the Sellers will not take any position for Tax purposes inconsistent with such allocation, unless required to do so by Law.
Sample 1
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PURCHASE AND SALE 1.01 Purchase and Sale. On the terms and subject to the conditions contained in this Agreement, at the Closing: (a) Stock Buyer shall (and effective as of the Closing, hereby does) purchase and acquire from Shareholders, and Shareholders shall (and effective as of the Closing, hereby do) sell, convey, assign, transfer and deliver to Stock Buyer, legal and beneficial title and all rights, title and interests in and to the Purchased Shares, free and clear of all Liens; (b) Asset Buyer shall (and effective as of the Closing, hereby does) (i) purchase and acquire from Asset Sellers, and Asset Sellers shall (and effective as of the Closing, hereby do) sell, convey, assign, transfer and deliver to Asset Buyer, all right, title and interest in and to the Purchased Assets, free and clear of all Liens and (ii) assume and become liable only for the Assumed Liabilities, which Asset Buyer hereby covenants and agrees to pay, discharge and perform in full as and when due; provided that Asset Sellers are retaining the Excluded Liabilities, and Asset Sellers hereby covenant and agree to pay, discharge and perform all such Excluded Liabilities in full as and when due. 1.02
Sample 1

Related to PURCHASE AND SALE 1.01 Purchase and Sale

  • 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 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 of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

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