PURCHASE AND SALE 21 Sample Clauses

PURCHASE AND SALE 21. Section 2.1 Purchase and Sale of Assets; Assumption of Liabilities. 21 Section 2.2 Purchased and Excluded Assets. 21 Section 2.3 Assumed and Retained Liabilities. 26 Section 2.4 Non-Assignability. 29 ARTICLE III CLOSING; PURCHASE PRICE 31 Section 3.1 Closing. 31 Section 3.2 Purchase Price. 31 Section 3.3 Allocation. 32 Section 3.4 Prorations. 33 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS 34 Section 4.1 Organization and Good Standing. 34 Section 4.2 Authorization; Enforceability. 34 Section 4.3 Noncontravention; Consents. 34 Section 4.4 Subsidiaries. 35 Section 4.5 Reports and Financial Statements; Internal Controls. 35 Section 4.6 Absence of Certain Changes and Events. 36 Section 4.7 Title to and Sufficiency of Assets. 38 Section 4.8 Compliance with Laws; Permits. 38 Section 4.9 Environmental Laws. 39 Section 4.10 Employee Benefit Plans. 39 Section 4.11 Labor Matters. 41 Section 4.12 Investigations; Litigation. 42 Section 4.13 Tax Matters. 42 Section 4.14 Intellectual Property and IT Systems. 43 Section 4.15 Real Property. 44 Section 4.16 Material Contracts. 45 Section 4.17 Dealer Sales and Service Agreements for Continuing Brands. 46 Section 4.18 Sellers’ Products. 46 Section 4.19 Certain Business Practices. 46 Section 4.20 Brokers and Other Advisors. 47 Section 4.21 Investment Representations. 47 Section 4.22 No Other Representations or Warranties of Sellers. 48 ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER 48 Section 5.1 Organization and Good Standing. 48 Section 5.2 Authorization; Enforceability. 48 Section 5.3 Noncontravention; Consents. 49 Section 5.4 Capitalization. 49 Section 5.5 Valid Issuance of Shares. 51 Section 5.6 Investment Representations. 51 Section 5.7 Continuity of Business Enterprise. 51 Section 5.8 Integrated Transaction. 52 Section 5.9 No Other Representations or Warranties of Sellers. 52 ARTICLE VI COVENANTS 52 Section 6.1 Access to Information. 52 Section 6.2 Conduct of Business. 53 Section 6.3 Notices and Consents. 57 Section 6.4 Sale Procedures; Bankruptcy Court Approval. 58 Section 6.5 Supplements to Excluded Assets, Assumed Liabilities and Retained Liabilities. 59 Section 6.6 Assumption or Rejection of Contracts. 60
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PURCHASE AND SALE 21. 2.01. Purchase and Sale of Assets; Assumption of Liabilities. 21 2.02. Closing Statement. 22 2.03. Purchase Price. 22 2.04. Proration of Operating Expenses. 22 2.05. Allocation 24 2.06. Withholding. 25 ARTICLE III REPRESENTATIONS AND WARRANTIES Regarding THE SELLER 26 3.01. Organization and Good Standing. 26 3.02. Authority and Enforceability. 26 3.03. Non-Contravention. 26 3.04. Consents and Approvals. 27 3.05. Financial Statements; No Undisclosed Liabilities. 27 3.06. Absence of Certain Changes. 28 3.07. Ownership and Condition of Assets. 28 3.08. Seller Intellectual Property. 29 3.09. Privacy and Data Security. 31 3.10. Material Contracts. 31 3.11. Leases. 32 3.12. Compliance with Law. 32 3.13. Litigation. 34 3.14. Employee Matters; Employee Benefit Plans. 34 3.15. Tax Matters. 36 3.16. Insurance. 37 3.17. Environmental Matters. 37 3.18. Investment Advisers. 38 3.19. Investment Adviser Matters. 38 i TABLE OF CONTENTS (continued) Page 3.20. Newbury Funds; Fund Documents; and Investors. 40 3.21. Brokers and Finders. 41 3.22. Affiliate Transactions. 42 3.23. Limitations on Representations and Warranties. 42 ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE BUYER PARTIES 42 4.01. Organization and Good Standing. 42 4.02. Authority and Enforceability. 42 4.03. Non-Contravention. 43 4.04. Consents and Approvals. 43 4.05. Litigation. 43 4.06. Brokers and Finders. 43 4.07. Sufficiency of Funds. 43 4.08. Solvency. 44 4.09. Compliance with Laws. 44 4.10. Acknowledgement; Limitations on Representations and Warranties. 44
Sample 1

Related to PURCHASE AND SALE 21

  • 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 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 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 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 Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, 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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