Common use of PURCHASE AND SALE 21 Clause in Contracts

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

PURCHASE AND SALE 21. Section 2.1 Purchase and Sale of Assets; Assumption of Liabilities. the Belgian DAT Business 21 Section 2.2 Purchased Purchase and Excluded Assets. Sale of the Israeli Equity 21 Section 2.3 Purchase and Sale of the Other Acquired Assets Comprising the Business 21 Section 2.4 [Intentionally Deleted] 22 Section 2.5 Assumed Liabilities and Retained Liabilities. Excluded Liabilities 22 Section 2.6 Treatment of Intercompany Accounts 22 Section 2.7 Purchase Price 22 Section 2.8 Closing 22 Section 2.9 Deliveries at Closing 23 Section 2.10 Working Capital Adjustment and Transferred Cash 26 Section 2.4 2.11 Allocation 28 Section 2.12 Non-Assignability. Transferability 28 Section 2.13 No Partial Transfer 29 Section 2.14 Multi-Site Contracts 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 SELLERS’ REPRESENTATIONS AND WARRANTIES OF SELLERS 34 29 Section 4.1 3.1 Organization of Sellers 30 Section 3.2 Authorization of Transaction 30 Section 3.3 Non-Contravention 30 Section 3.4 Constitution and Good Standing. 34 Organization of Acquired Subsidiaries; Acquired Equity 31 Section 4.2 Authorization; Enforceability. 34 3.5 Acquired Assets, Acquired Equity and Acquired Subsidiaries Assets 32 Section 4.3 Noncontravention; Consents. 34 3.6 Financial Statements 33 Section 4.4 Subsidiaries. 3.7 No Undisclosed Liabilities 33 Section 3.8 Events Subsequent to Most Recent Quarter End 33 Section 3.9 Real Property 35 Section 4.5 Reports and Financial Statements; Internal Controls. 3.10 Material Contracts 35 Section 4.6 Absence of Certain Changes and Events. 36 3.11 Government Contracts 37 Section 4.7 Title to and Sufficiency of Assets. 3.12 Intellectual Property 38 Section 4.8 Compliance with Laws; Permits. 38 Section 4.9 Environmental Laws. 3.13 Taxes 39 Section 4.10 Employee Benefit Plans. 39 Section 4.11 Labor Matters. 3.14 Legal Compliance 41 Section 4.12 Investigations; Litigation. 3.15 Litigation 41 Section 3.16 Product Warranty 41 Section 3.17 Product Liability 41 Section 3.18 Permits 41 Section 3.19 Environmental, Health or Safety Matters 41 Section 3.20 Labor Relations 42 Section 4.13 Tax Matters. 42 Section 4.14 Intellectual Property 3.21 Employees Benefit Plans and IT Systems. Employees 43 Section 4.15 Real Property. 44 Section 4.16 Material Contracts. 3.22 Export Control and Sanctions Laws 45 Section 4.17 Dealer Sales and Service Agreements for Continuing Brands. 3.23 Brokers’ Fees 45 Section 3.24 Anti-Corruption Laws 45 Section 3.25 Import Laws 46 Section 4.18 Sellers’ Products. 46 Section 4.19 Certain Business Practices. 46 Section 4.20 Brokers and Other Advisors. 3.26 Anti-Boycott Laws 47 Section 4.21 Investment Representations. 3.27 Industrial Security 47 Section 4.22 No 3.28 U.S. Foreign Military Financing Program 47 Section 3.29 Subsidies 48 Section 3.30 Disclaimer of Other Representations or and 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. 6048