PURCHASE AND SALE 14 Sample Clauses

PURCHASE AND SALE 14. Section 2.1 Purchase and Sale of Assets. 14 Section 2.2 Excluded Assets. 15
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PURCHASE AND SALE 14. Section 2.1 Purchase and Sale 14 Section 2.2 Excluded Assets 15 ARTICLE III PURCHASE PRICE 15 Section 3.1 Purchase Price 15 Section 3.2 Adjustments to Purchase Price 16 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 17 Section 4.1 Organization; Existence 17 Section 4.2 Authorization; Enforceability. 17 Section 4.3 No Conflicts 18 Section 4.4 Consents 18 Section 4.5 Bankruptcy 18 Section 4.6 Foreign Person 18 Section 4.7 Claims and Litigation 18 Section 4.8 Applicable Contracts 18 Section 4.9 No Violation of Laws 20 Section 4.10 Preferential Rights 20 Section 4.11 Taxes 20 Section 4.12 Brokers’ Fees 20 Section 4.13 Tax Partnerships 20 Section 4.14 Royalties, Etc 21 Section 4.15 Permits 21 Section 4.16 Environmental Matters 21 Section 4.17 Properties 22 Section 4.18 Copies of Documents 22 Section 4.19 SEC Filings 22 Section 4.20 Well Status 22
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PURCHASE AND SALE 14. Section 2.1 Purchase and Sale of Transferred Assets 14 Section 2.2 Excluded Assets 16 Section 2.3 Assumed Liabilities 16 Section 2.4 Excluded Liabilities 17 Section 2.5 Consents to Certain Assignments 18 Section 2.6 Consideration; Purchase Price Adjustments 19 Section 2.7 Deposit. 20 Section 2.8 Closing. 22 Section 2.9 Adjustment of Purchase Price 23 Section 2.10 Allocation of Purchase Price 26 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE SELLER 27 Section 3.1 Organization and Qualification 27 Section 3.2 Authority 27 Section 3.3 No Conflict; Required Filings and Consents. 27 Section 3.4 Transferred Assets 28 Section 3.5 Financial Statements; Subscriber Information. 28 Section 3.6 Absence of Certain Changes or Events 29 Section 3.7 Compliance with Law. 29 Section 3.8 Litigation 30 Section 3.9 Employee Plans. 30 Section 3.10 Labor and Employment Matters 30 Section 3.11 Real Property. 31 Section 3.12 Retransmission Consent and Must-Carry; Rate Regulation; Copyright Compliance. 32 Section 3.13 Taxes 32 Section 3.14 Environmental Matters. 33 Section 3.15 Contracts 34 Section 3.16 Systems Information 34 Section 3.17 Brokers 35 Section 3.18 Intellectual Property Matters. 35 Section 3.19 Tangible Personal Property 36 Section 3.20 Related Party Transactions 36 Section 3.21 No Undisclosed Liabilities 36 Section 3.22 Guaranties; Letters of Credit 36 Section 3.23 No Other Representations or Warranties 36
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PURCHASE AND SALE 14. 2.1 Purchase and Sale of Bald Mountain Mining Assets and Round Mountain Assets 14 2.2 Excluded Assets 17 2.3 Assumed Liabilities 18 2.4 Excluded Liabilities 19 2.5 Purchase and Sale of Membership Interest 20
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Related to PURCHASE AND SALE 14

  • 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 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 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 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 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 Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

  • 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 Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

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