PURCHASE AND SALE 11 Sample Clauses

PURCHASE AND SALE 11. Section 2.1Purchase and Sale of Purchased Assets; Purchase Price 11 Section 2.2Purchased Assets; Excluded Assets 11 Section 2.3Assumed Liabilities; Excluded Liabilities 13 Section 2.4Closing; Closing Deliverables 14 Section 2.5Third Party Consents 16 Section 2.6Purchase Price Allocation 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 17 Section 3.1Organization, Standing and Power 18 Section 3.2Authority; Noncontravention 18
Sample 1Sample 2
PURCHASE AND SALE 11. Section 2.1 Agreement to Purchase and Sell. 11 Section 2.2 Further Assurances. 12
Sample 1
PURCHASE AND SALE 11. Section 2.1 Agreement to Purchase and Sell Acquired Assets 11 Section 2.2 Excluded Assets 12 Section 2.3 Assumed Liabilities 13 Section 2.4 Excluded Liabilities 13 Section 2.5 Assignability of Assumed Contracts 14 ARTICLE III PURCHASE PRICE; ESCROW; ADJUSTMENTS; ALLOCATIONS 14 Section 3.1 Purchase Price 14 Section 3.2 Payment of Purchase Price 14 Section 3.3 Escrow 15 Section 3.4 Adjustment of Purchase Price for Working Capital. 15 Section 3.5 Withholding Rights 17 Section 3.6 Allocation of Purchase Price 17 Section 3.7 Guarantor 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER AND OWNER 18 Section 4.1 Organization; Capitalization 18 Section 4.2 Authorization; Enforceability 19 Section 4.3 No Violation 19 Section 4.4 Governmental Consents 20 Section 4.5 Financial Statements; Books and Records 20 Section 4.6 Absence of Undisclosed Liabilities 20 Section 4.7 Absence of Certain Changes 20 Section 4.8 Title to Assets; Sufficiency; Personal Property 22 Section 4.9 Taxes 22 Section 4.10 Real Property 24 Section 4.11 Contracts 26 Section 4.12 Inventory 28 Section 4.13 Accounts Receivable 28 Section 4.14 Insurance 28 Section 4.15 Consents 28 Section 4.16 Legal Proceedings 28 Section 4.17 Compliance with Laws; Licenses 29 Section 4.18 Employment Benefits 29 Section 4.19 Labor Matters 31 Section 4.20 Environmental Matters 33 Section 4.21 Intellectual Property; Privacy 33 Section 4.22 Transactions with Related Parties 37 Section 4.23 Customers and Suppliers 38 Section 4.24 Products, Product Warranties 38 Section 4.25 Anti-Bribery 39 Section 4.26 Fraudulent Conveyance 39 Section 4.27 Brokers and Other Advisors 39 Section 4.28 Disclosure 40 Section 4.29 Buyer Representations and Warranties 40 Section 4.30 No Additional Representations and Warranties 40
Sample 1

Related to PURCHASE AND SALE 11

  • 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

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • 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.”

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

Time is Money Join Law Insider Premium to draft better contracts faster.