Purchase and Sale Closing Sample Clauses

Purchase and Sale Closing. (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

Purchase and Sale Closing. (a) On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company agrees to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, the aggregate face amount of Class B Certificates set forth opposite the name of such Underwriter in Schedule I hereto. Concurrently with the issuance of the Class B Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Class B Certificates. (b) Payment of the purchase price for, and delivery of, the Class B Certificates (with attached Escrow Receipts) shall be made at the date, time and location or locations specified in Schedule II hereto, or at such other date, time or location or locations as shall be agreed upon by the Company and the Representatives, or as shall otherwise be provided in Section 7 hereof (such date being herein called the “Closing Date” and such time being herein called the “Closing Time”). Payment shall be made to or upon the order of the Trustee by federal funds wire transfer or transfer of other immediately available funds against delivery to the account of Deutsche Bank at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Class B Certificates. Such Class B Certificates (with attached Escrow Receipts) shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as the Representatives may request in writing at least two full business days before the Closing Time. The certificates representing such Class B Certificates (with attached Escrow Receipts), which may be in temporary form, will be made available for examination and packaging by the Representatives at the location or locations at which they are to be delivered at the Closing Time not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to Deutsche Bank at the Closing Time for the accounts of the Underwriters any fee, commission or other compensation which is specified in Schedule II hereto. Such payment will be made by federal funds wire transfer or transfer of other immediately available funds.

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 Closing. (a) On the basis of the representations, warranties and agreements herein contained (except as may be otherwise specified in Schedule II) and subject to the terms and conditions herein and therein set forth, the Issuers, jointly and severally, agree to cause the Trustee to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trustee, at a purchase price of 100% of the face amount thereof, the aggregate face amount of Certificates set forth opposite the name of such Underwriter in Schedule I. Concurrently with the issuance of the Certificates, the Escrow Agent shall issue and deliver to the Trustee the Escrow Receipts in accordance with the terms of the Escrow Agreements, which Escrow Receipts shall be attached to the related Certificates. (b) Payment of the purchase price for, and delivery of, the Certificates (with attached Escrow Receipts) shall be made at the date, time and location or locations specified in Schedule II, or at such other date, time or location or locations as shall be agreed upon by the Company and you, or as shall otherwise be provided in Section 7 (such date and time being herein called the “Closing Time”). Unless otherwise specified in Schedule II, payment shall be made to or upon the order of the Trustee by federal funds wire transfer or other immediately available funds against delivery to the accounts of the Representatives at The Depository Trust Company (“DTC”) for the respective accounts of the several Underwriters of the Certificates. Such Certificates (with attached Escrow Receipts) shall be registered in the name of Cede & Co. or in such other names, and in such authorized denominations as you may request in writing at least two full business days before the Closing Time. The certificates representing such Certificates (with attached Escrow Receipts), which may be in temporary form, will be made available for examination and packaging by you at the location or locations at which they are to be delivered at the Closing Time (or such other location as may be specified for that purpose in Schedule II) not later than 10:00 A.M. on the business day prior to the Closing Time. (c) The Company will pay to the Representatives at the Closing Time for the accounts of the Underwriters any fee, commission or other compensation which is specified in Schedule II hereto. Such payment will be made by federal funds wire transfer or other immediately available funds.

Purchase and Sale Closing. (a) Subject to and upon the terms and conditions set forth herein, at the Closing the Company shall issue and deliver to the Investor, and the Investor shall acquire and receive from the Company, an aggregate of 14,700,000 shares of Common Stock (the "SHARES") "), subject to possible adjustment pursuant to Section 10 of the Settlement Agreement, for a purchase price of Three Cents ($0.03) per share. At the Closing, the Investor shall pay to the Company the aggregate purchase price for the Shares by bank check or wire transfer of immediately available funds, the credit described in Section 10 of the Settlement Agreement, or such other payment mechanism as the parties may mutually agree prior to the Closing, or any combination thereof. The Closing shall be held at the offices of ▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇. (b) The purchase and sale of the Shares hereunder (the "CLOSING") shall be held on the day that is forty-five (45) days after the Effective Date (or if such day is not a business day, then the next following business day) (the "CLOSING DATE"); PROVIDED, HOWEVER, that if on the Closing Date the Company does not have sufficient authorized and unreserved shares of Common Stock to issue all of the Shares being purchased by the Investor as well as the other shares required to be issued pursuant to the Settlement Agreement (aggregating 60,000,000 shares in all), then the Closing Date shall be postponed to the first business day on which the Company has a sufficient number of authorized and unreserved shares to issue all of the Shares being purchased by the Investor hereunder and the other shares required to be issued pursuant to the Settlement Agreement. Failure of the Investor to deliver payment for the Shares shall relieve the Company from its obligation to issue and deliver the shares to the Investor, and the Company shall not be entitled to any other damages or relief resulting from the failure of the Investor to purchase the Shares. The failure of the Investor to purchase the Shares shall not constitute a default under the Settlement Agreement or the Second Settlement Agreement. (c) At the Closing, the Company shall deliver to the Investor a stock certificate registered in the name of the Investor and evidencing the Shares, or irrevocable instructions to the Company's transfer agent to promptly deliver such a certificate to the Investor. The Shares shall be issued free and clear of any Liens, except for (i) restri...

Purchase and Sale Closing. (a) Subject to the terms and conditions hereof, Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to issue and sell to Purchaser ______ shares of Common (the “Shares”) at a purchase price of $0.0001 per share for total consideration of $______ (the “Purchase Price”). (b) The issuance of up to 20,000,000 shares of Common to the Common Investors, including (subject to the proviso below) issuance of the Shares, shall take place promptly after the Company has received subscriptions for Common representing at least $2,000 (the date on which such shares of Common are issued shall be referred to herein as the “Initial Closing Date”); provided that if Purchaser is purchasing the Shares subsequent to the Initial Closing Date, the issuance of the Shares shall occur upon payment of the Purchase Price by Purchaser and acceptance of Purchaser’s Subscription Agreement by the Company. The date on which the Shares are issued, whether on the Initial Closing Date or thereafter, shall be referred to herein as the “Closing Date.” (c) Promptly following the Closing Date, the Company shall deliver to Purchaser a certificate registered in Purchaser’s name representing the Shares.

Purchase and Sale Closing. (a) Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $14,250,000,000 of Ordinary Shares at a purchase price of USD 0.00212 per share payable by each of the Purchaser(s) in USD fiat money or in cryptocurrencies in lieu of fiat money, in the sole discretion of the Company.

Purchase and Sale Closing. (a) Subject to the terms and conditions hereof, Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to issue and sell to Purchaser Eight Hundred Fifty-Six Thousand Seven Hundred Sixty Three (856,763) shares of Series A Preferred (the “Shares”) at a purchase price of $1.00 per share for a total consideration of Eight Hundred Fifty-Six Thousand Seven Hundred Sixty Three Dollars ($856,763.00) (the “Purchase Price”). The Purchase Price shall be payable no later than September 30, 2012. The Purchase Price may be payable with cash, stocks, bonds, notes, or any other cash equivalents. (b) The issuance of the Series A Preferred to the Series A Investors shall take place on June 22, 2012 (the date on which such shares of Series A Preferred are issued shall be referred to herein as the “Initial Closing Date”). The date on which the Shares are issued, whether on the Initial Closing Date or thereafter, shall be referred to herein as the “Closing Date.” (c) Promptly following the Closing Date, the Company shall deliver to Purchaser a certificate registered in Purchaser’s name representing the Shares.

Purchase and Sale Closing. Subject to the terms and conditions hereof, Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to issue and sell to Purchaser Forty-Eight Thousand Two Hundred Thirty-Seven (48,237) shares of Series A Preferred (the “Shares”) at a purchase price of $1.00 per share for total consideration of Forty-Eight Thousand Two Hundred Thirty-Seven Dollars ($48,237.00) (the “Purchase Price”). The Purchase Price shall be payable no later than September 30, 2012. The Purchase Price may be payable with cash, stocks, bonds, notes, or any other cash equivalents.