PURCHASE AND SALE 12 Sample Clauses

PURCHASE AND SALE 12. Section 2.1 Purchase and Sale 12 Section 2.2 The Assets 13
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PURCHASE AND SALE 12. Section 2.01 Purchase and Sale of the Shares 12 Section 2.02 Purchase Price 12 Section 2.03 Closing 13 Section 2.04 Closing Deliveries by the Company and the Sellers 13 Section 2.05 Closing Deliveries by Purchaser 14 Section 2.06 Adjustment of Purchase Price. 15
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PURCHASE AND SALE 12. Section 2.01 Purchase and Sale of the Shares 12 Section 2.02 Purchase Price 12 Section 2.03 Leakage 12 Section 2.04 Payments and Computations 13 ARTICLE III THE CLOSING 14 Section 3.01 Closing 14 Section 3.02 Payments 14 Section 3.03 Buyer’s Additional Closing Date Deliveries 14 Section 3.04 Seller’s Additional Closing Date Deliveries 14
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PURCHASE AND SALE 12. Section 2.1 Purchase and Sale. 12 Section 2.2 Purchase Price. 12 Section 2.3 Payment and Flow Of Funds. 12 Section 2.4 Line of Credit New Guarantee. 13
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PURCHASE AND SALE 12. Section 2.1 Purchase and Sale of the Purchased Interests 12 Section 2.2 Deposit; Escrow 12 Section 2.3 Closing 12 Section 2.4 Purchase Price Adjustments 14
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PURCHASE AND SALE 12. Section 2.1 Purchase and Sale 12 Section 2.2 The Assets 13 ARTICLE 3 PURCHASE PRICE 14 Section 3.1 Purchase Price 14 Section 3.2 Allocation of Purchase Price 14 ARTICLE 4 SELLER PARTIES’ REPRESENTATIONS AND WARRANTIES 14 Section 4.1 Organization and Standing 14 Section 4.2 Legal Power 15 Section 4.3 Authorization and Enforceability 15 Section 4.4 Liability for Broker’s Fees 15 Section 4.5 No Bankruptcy 15 Section 4.6 No Conflicts 15 Section 4.7 Consents and Approvals 15 Section 4.8 Fundamental Company Matters 16 Section 4.9 Litigation 18 Section 4.10 Insurance 18 Section 4.11 No Liens 19 Section 4.12 Judgments 19 Section 4.13 Compliance with Law 19 Section 4.14 Rights to Production 19 Section 4.15 Take-or-Pay Arrangements 19 Section 4.16 Material Agreements 20 Section 4.17 Compliance With Leases 20 Section 4.18 Payouts 20 Section 4.19 Non-Consent Operations 20 Section 4.20 Royalties and Rentals 20 Section 4.21 Permits 20 Section 4.22 Imbalances 21 Section 4.23 Preferential Rights and Transfer Requirements 21 Section 4.24 Taxes and Assessments 21 Section 4.25 Xxxxx and Facilities 22 Section 4.26 Outstanding Capital Commitments 23 Section 4.27 Environmental Matters 23 Section 4.28 Conflicts Committee Information 23 Section 4.29 Financial Statements 24 Section 4.30 Indebtedness 24 Section 4.31 Absence of Certain Changes and Events 24 Section 4.32 Employee Matters 25 Section 4.33 Employee Benefit Plans 25 Section 4.34 Affiliate Transactions 25 Section 4.35 Internal Accounting Controls 26 ARTICLE 5 BUYER’S REPRESENTATIONS AND WARRANTIES 26 Section 5.1 Organization and Standing 26 Section 5.2 Power 26 Section 5.3 Authorization and Enforceability 26 Section 5.4 Liability for Brokers’ Fees 27 Section 5.5 Litigation 27 Section 5.6 Securities Law, Access to Data and Information 27
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Related to PURCHASE AND SALE 12

  • 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 Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 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 Section 2.2.

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