PURCHASE AND SALE OF PURCHASED. ASSETS 1
PURCHASE AND SALE OF PURCHASED. STOCK The Company hereby sells and delivers to the Seller, and the Seller hereby purchases from the Company, the Purchased Stock, at a purchase price of $1.25 per share (which the parties agree is the fair market value of the Common Stock), or an aggregate purchase price for all the Purchased Stock of $1,371,440 (the "Stock Price") as reflected in paragraph 1.(e) below.
PURCHASE AND SALE OF PURCHASED. ASSETS 6 2.1 Basic Transaction 6 2.2 Assumption of Liabilities 8 2.3 Purchase Price 11 2.4 Closing Transactions 12 2.5 Earn-Out 13 2.6 Allocation of the Purchase Price 13 2.7 Nonassignable Contracts 13 ARTICLE III CONDITIONS TO CLOSING 13 3.1 Conditions to Buyer’s Obligation 13 3.2 Conditions to Seller’s Obligations 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 15 4.1 Organization and Corporate Power 15 4.2 Authorization; No Breach 15 4.3 Subsidiaries 16 4.4 Financial Statements 16 4.5 Absence of Undisclosed Liabilities 17 4.6 Accounts Payable 17 4.7 No Material Adverse Change 17 4.8 Absence of Certain Developments 17 4.9 Leased Real Property 19 4.10 Assets 20 4.11 Tax Matters 20 4.12 Contracts and Commitments 21 4.13 Proprietary Rights 22 4.14 Litigation 23 4.15 Brokerage 23 4.16 Employees 23 4.17 Employee Benefit Plans 24 4.18 Compliance with Laws; Permits; Certain Operations 25 4.19 Environmental Matters 25 4.20 Names and Locations 26 4.21 Suppliers 26
PURCHASE AND SALE OF PURCHASED. SHARES 1 Section 1.1 Purchase and Sale of Purchased Shares 1 ARTICLE 2 PURCHASE PRICE 2 Section 2.1 Purchase Price and Closing Payment 2 Section 2.2 Deposit Escrow Amount 2 Section 2.3 Indemnity Escrow 2 Section 2.4 Initial Working Capital 3 Section 2.5 Final Working Capital Adjustment 3 Section 2.6 Termination and Payments of Inter-Company Indebtedness and Affiliate Transactions 5
PURCHASE AND SALE OF PURCHASED. SHARES 3.1 Purchase and Sale of Purchased Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 3.2
PURCHASE AND SALE OF PURCHASED. SHARES 16
PURCHASE AND SALE OF PURCHASED. SHARES AND PURCHASED ASSETS AND ASSUMPTION OF LIABILITIES..............14 Section 2.1 Purchase and Sale of Purchased Shares.................................................14 Section 2.2 Purchase and Sale of Purchased Assets.................................................14 Section 2.3 Assignment and Assumption of Liabilities..............................................15
PURCHASE AND SALE OF PURCHASED. ASSETS 1 1.1 Basic Transaction 1 1.2 Assumption of Liabilities 5 1.3 Consideration 6 1.4 Proration 7 1.5 Closing Transactions 9 ARTICLE II - CONDITIONS TO CLOSING 10 2.1 Conditions to Purchaser's Obligations 10 2.2 Conditions to Seller's Obligations 14
PURCHASE AND SALE OF PURCHASED. EQUITY INTERESTS
PURCHASE AND SALE OF PURCHASED. EQUITY AND PURCHASED ASSETS.........................................................19
