PURCHASE AND SALE 2. Section 2.1 Purchase and Sale 2 Section 2.2 Assets 2 Section 2.3 Excluded Assets 3 Section 2.4 Effective Time; Proration of Costs and Revenues 3 Section 2.5 Procedures 4 Section 3.1 Purchase Price 5 Section 3.2 Allocated Values 5 Section 3.3 Allocation of Purchase Price 5 Section 3.4 Adjustments to Purchase Price 5
PURCHASE AND SALE 2. 1. The Sale . . . . . . . . . . . . . . . . . . . . . . . 10 2.2. Excluded Assets . . . . . . . . . . . . . . . . . . . 10 2.3.
PURCHASE AND SALE 2. Purchase and Sale 2 Section 2.2 Certain Definitions 2 Section 2.3 Information About the Leases 5
PURCHASE AND SALE 2. 1 Purchase and Sale of the Sold Assets. Except as provided for in Section 2.7(e) of this Agreement, on the Closing Date and subject to the terms and conditions set forth in this Agreement, the Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all Encumbrances, other than Permitted Encumbrances, all of the Seller’s right, title and interest in, to and under the Sold Assets. The term “Sold Assets” shall mean all of the Seller’s right, title and interest in and to all of the assets (other than the Excluded Assets) of whatever kind and nature, whether, real, personal, tangible or intangible, that are owned, leased or licensed by the Seller related primarily to the Business on the date hereof, including all right, title and interest of Seller in, to and under the following provided that the only contracts, agreements or obligations which are Sold Assets shall be the Sold Contracts: (a) all Tangible Personal Property related primarily to the Business, including those described or listed on Schedule 2.1(a) and any Indego Devices that are
PURCHASE AND SALE 2. 1 The Purchaser agrees to purchase and the Seller agrees to sell all its right, title and interest in the Property at a purchase price of Forty-two Million Dollars Canadian (Cdn. $42,000,000) payable by cash or certified cheque on closing, subject to adjustments as hereinafter provided.
PURCHASE AND SALE 2. 1. Subscription for Units by the Investors. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), each of the Investors shall severally, and not jointly, purchase, and the Company shall sell and issue to each Investor, Units at a purchase price of $4.00 per Unit.
PURCHASE AND SALE 2. Section 1.1 Purchase and Sale of the Subject Securities 2 Section 1.2 The Closing 2
PURCHASE AND SALE 2. 1 Agreement to Sell At the Closing, and except as otherwise specifically provided in this Agreement, Newco will purchase from the Members and the Members will validly and effectively grant, sell, convey, assign, transfer and deliver to Newco, upon and subject to the terms and conditions of this Agreement, all of the Members' right, title and interest in and to the Interests, free and clear of all Liens, including tax Liens, and will assume only those liabilities of NBS set forth described in Section 2.3 (the "Liabilities").
PURCHASE AND SALE 2. Section 2.01. Purchase and Sale of the Shares 2 Section 2.02. Purchase and Sale of Assets 2 Section 2.03. Assignment of Contracts and Rights 9 Section 2.04. Closing 9 Section 2.05. Purchase Price 10 Section 2.06. Closing Adjustment 10 Section 2.07. Closing Deliveries by GE 11 Section 2.08. Closing Deliveries by the Buyer 12 Section 2.09. Post-Closing Statements 13 Section 2.10. Reconciliation of Post-Closing Statements 13 Section 2.11. Post-Closing Working Capital Adjustment 14 Section 2.12. Payments and Computations 15 Section 2.13. Business Transfer Agreements 15 Section 2.14. Obligations of Sellers 15 Section 2.15. Hedging Contracts 15
PURCHASE AND SALE 2. Section 2.01. Purchase and Sale of Assets. 2 Section 2.02. Assignment of Contracts and Rights; Third Party Consents. 8 Section 2.03. Closing. 9 Section 2.04. Purchase Price. 9 Section 2.05. Closing Deliveries by the Sellers. 9 Section 2.06. Closing Deliveries by the Buyer. 10 Section 2.07. Adjustment of Purchase Price. 11 Section 2.08. Allocation of Certain Items. 13 Section 2.09. Allocation of Purchase Price. 14 Section 2.10. Withholding. 14
