Purchase and Sale of Assets and Closing Sample Clauses

Purchase and Sale of Assets and Closing. 14 Section 2.1. Purchase and Sale 14 Section 2.2. Excluded Assets 16 Section 2.3. Assumed Liabilities 17 Section 2.4. Excluded Liabilities 17 Section 2.5. Purchase Price 18 Section 2.6. Closing 19 Section 2.7. Closing Deliveries by Sellers 19 Section 2.8. Closing Deliveries by Buyer 21 Section 2.9. Pre-Closing Delivery by Sellers; Adjustment 21 Section 2.10. Closing Date Balance Sheet 22 Section 2.11. Withholding 24 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 24 Section 3.1. Organization and Qualification; Capitalization 24 Section 3.2. Authority; Non-Contravention; Approvals 25 Section 3.3. Financial Statements; Inventory 26 Section 3.4. Absence of Undisclosed Liabilities 27 Section 3.5. Absence of Certain Changes or Events 27 Section 3.6. Tax Matters 27 Section 3.7. ERISA and Employee Benefits 29 Section 3.8. Employment Matters 32 Section 3.9. Litigation 33 Section 3.10. No Violation of Law; Permits 33 Section 3.11. Title to Purchased Assets; Encumbrances 34 Section 3.12. Entire Business; Sufficiency 34 Section 3.13. Solvency 00 XXXXX XX XXXXXXXX(xxxxxxxxx) Page Section 3.14. Insurance 35 Section 3.15. Material Contracts 35 Section 3.16. Tangible Personal Property 37 Section 3.17. Receivables; Disputed Accounts Payable 37 Section 3.18. Intellectual Property 38 Section 3.19. Real Property 40 Section 3.20. Environmental Matters 41 Section 3.21. Casualties 42 Section 3.22. Product Warranties; Product Liability 42 Section 3.23. Product Registrations; Universal Product Codes 42 Section 3.24. Promotions and Allowances 43 Section 3.25. Bank and Brokerage Accounts; Investment Purchased Assets 43 Section 3.26. Absence of Certain Business Practices 43 Section 3.27. Propriety of Past Payments 43 Section 3.28. Customers and Suppliers 44 Section 3.29. Removal of Excluded Assets 44 Section 3.30. Brokers 44 Section 3.31. Affiliate Transactions 45 Section 3.32. Restrictions on Business Activities 45 Section 3.33. Activities of Columbia River 45 Section 3.34. Ownership by the Hargreaves 45 Section 3.35. Full Disclosure 45 Section 3.36. No Other Representation and Warranties 45 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 45 Section 4.1. Organization and Qualification 45 Section 4.2. Authority; Non-Contravention; Approvals 46 Section 4.3. Brokers 46 Section 4.4. Sufficient Funds 47 Section 4.5. Legal Proceedings 47 Section 4.6. No Other Representations and Warranties 47 TABLE OF CONTENTS(continued) Page ARTICLE V COVENANTS 47 Section 5.1. Conduct of the Bu...
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Purchase and Sale of Assets and Closing. 10 Section 2.01
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Related to Purchase and Sale of Assets and Closing

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • Purchase and Sale of Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • 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 Assets Assumption of Liabilities 8 2.1 Purchase and Sale of Assets 8 2.2 Excluded Assets 10 2.3 Assumption of Liabilities 11 2.4 Excluded Liabilities 12 2.5 Further Conveyances and Assumptions; Consent of Third Parties 12 2.6 Purchase Price Allocation 13

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

  • Purchase and Sale of Company Shares Sale of Company Shares

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