Purchase and Sale of Stock and Assets. CLOSING 8 Section 2.1 Purchase and Sale of Assets 8 Section 2.2 Assumed Liabilities 8 Section 2.3 Closing 8 Section 2.4 Purchase Price 8 Section 2.5 Closing Deliveries by Seller 8 Section 2.6 Closing Deliveries by Buyer 9 Section 2.7 Allocation of Purchase Price 10 Section 2.8 New Employees 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 11 Section 3.1 Organization, Good Standing, Qualification and Authority 11 Section 3.2 No Conflict or Violation 12 Section 3.3 Consents and Approvals 12 Section 3.4 Title to Assets; Sufficiency 12 Section 3.5 Real Property 12 Section 3.6 Financial Statements 12 Section 3.7 Events Subsequent to Most Recent Fiscal Year End 13 Section 3.8 Undisclosed Liabilities 14 Section 3.9 Legal Compliance 14 Section 3.10 Tax Matters 15 Section 3.11 Insurance 16 Section 3.12 Intellectual Property 16 Section 3.13 Employees 20 Section 3.14 Legal Compliance 20 Section 3.15 Contracts 20 Section 3.16 Litigation 21 Section 3.17 Brokers’ and Finders’ Fees 21 Section 3.18 Notes and Accounts Receivable 21 Section 3.19 Employee Benefit Plans 21 Section 3.20 Environmental, Health, and Safety Matters 22 Section 3.21 Certain Business Relationships with Seller 22 Section 3.22 Customers and Suppliers 22 Section 3.23 Limitation of Representations and Warranties 22
Purchase and Sale of Stock and Assets. Subject to the terms and conditions hereof, at Closing (as herein defined), effective as of the Effective Time (as herein defined), in exchange for the Adjusted Purchase Price (as herein defined):
(a) SIAL shall sell and deliver to the Buyer and the Buyer shall purchase and accept from SIAL all of its right, title and interest in and to all of the issued and outstanding capital stock (the "B-Line Stock") of B-Line Systems, Inc., an Illinois corporation ("B-Line"); and
(b) SAC shall sell to the Buyer and the Buyer shall purchase from SAC all of SAC's right, title and interest to all of the issued and outstanding capital stock (the "Manufacturing Stock") of B-Line Systems Manufacturing, Inc., a Delaware corporation ("B-Line Manufacturing"); and
(c) SAC shall sell to the Buyer and the Buyer shall purchase from SAC all of SAC's right, title and interest to all of its assets used exclusively in connection with the B-Line Business, including without limitation those assets described on Schedule 1.1(c) hereto (the "SAC B-Line Business Assets"); and
(d) Sigma Canada shall sell to the Buyer and the Buyer shall purchase from Sigma Canada all of Sigma Canada's right, title and interest to all of its assets used exclusively in connection with the B-Line Business, which consist of inventory, accounts receivable, cantilever racking and two Dell computers (the "Canada B-Line Business Assets"); and
(e) Sigma UK shall sell to the Buyer and the Buyer shall purchase from Sigma UK all of Sigma UK's right, title and interest to all of its assets used exclusively in connection with the B-Line Business, which consist of inventory, accounts receivable and three motor vehicles (the "UK B-Line Business Assets"); and
(f) Sigma Germany shall sell to the Buyer and the Buyer shall purchase from Sigma Germany all of Sigma Germany's right, title and interest to all of its assets used exclusively in connection with the B-Line Business, which consist of inventory and accounts receivable (the "Germany B-Line Business Assets").
(g) Sellers shall sell to CTC and CTC shall purchase from Sellers all of Sellers' right, title and interest to all of their Intangibles (as defined below) used exclusively in connection with the B-Line Business. No later than ten days prior to Closing, Coopxx xx behalf of Buyer shall specify in writing to SIAL on behalf of Sellers whether the transfers specified in clauses (a) through (f) of this Section 1.1 shall be made to CBL or any other designated affiliate(s) of...
Purchase and Sale of Stock and Assets. 2.1 Transfer of Stock and Assets............................. 11 2.2 Sublease................................................. 12 2.3
Purchase and Sale of Stock and Assets. (a) At the Closing, and upon all of the terms and subject to the fulfillment or waiver by the Party benefiting therefrom of all of the conditions of this Agreement:
(ii) The Sellers shall sell, assign, transfer, convey and deliver to the applicable Buyer as set forth on Annex I, free and clear of any and ------- all Liens, and the applicable Buyer shall purchase and accept from the Sellers at the Closing, the Assets and all right, title, interest and obligation of the Sellers therein; and
(iii) The Sellers shall assign, transfer and deliver to the applicable Buyer as set forth on Annex I and the applicable Buyer shall ------- accept and assume from the Sellers at the Closing, the Liabilities.
(b) Notwithstanding anything to the contrary contained in this Agreement, the transfer of title to the Stock and the Assets and the assumption of the Liabilities shall become effective only upon receipt by the Sellers of the Purchase Price.
Purchase and Sale of Stock and Assets. Subject to the terms and conditions hereof, at Closing (as herein defined), effective as of the Effective Time (as herein defined), in exchange for the Adjusted Purchase Price (as herein defined):
(a) SIAL shall sell and deliver to the Buyer and the Buyer shall purchase and accept from SIAL all of its right, title and interest in and to all of the issued and outstanding capital stock (the "B-Line Stock") of B-Line Systems, Inc., an Illinois corporation ("B-Line"); and
(b) SAC shall sell to the Buyer and the Buyer shall purchase from SAC all of SAC's right, title and interest to all of the issued and outstanding capital stock (the "Manufacturing Stock") of B-Line Systems Manufacturing, Inc., a Delaware corporation ("B-Line Manufacturing"); and
(c) SAC shall sell to the Buyer and the Buyer shall purchase from SAC all of SAC's right, title and interest to all of its assets used exclusively in connection with the B-Line Business, including without limitation those assets described on
Purchase and Sale of Stock and Assets. Purchase and Sale of Analytical Technologies Companies Stock and Joint Venture Interests 32 Section 2.2 Purchase and Sale of Purchased Assets; Excluded Assets 32 Section 2.3 Consideration 33 Section 2.4 Assumed and Retained Liabilities 33 Section 2.5 Third Party Consents 33
Purchase and Sale of Stock and Assets. Section 2.1 Sale and Transfer of the Shares...............................................7 Section 2.2 Sale and Transfer of the Assets...............................................7 Section 2.3 Retained Assets...............................................................9 Section 2.4
Purchase and Sale of Stock and Assets. Subject to the terms and conditions of this Agreement, Seller hereby agrees to, and to cause the other Seller Entities to, sell, assign, transfer and convey to the Purchaser the Purchased Shares and Purchased Assets, for good and valuable consideration including the payment by the Purchaser of the Purchase Price and the assumption by the Purchaser of the Assumed Liabilities.
Purchase and Sale of Stock and Assets. Section 2.1 Purchase and Sale of B&K Companies Stock and Joint Venture Interests 33 Section 2.2 Purchase and Sale of Purchased Assets; Excluded Assets 33 Section 2.3 Consideration 34 Section 2.4 Assumed and Retained Liabilities 34 Section 2.5 Third Party Consents 35 Section 2.6 Deferred Purchase Price 36
Purchase and Sale of Stock and Assets. Section 2.1 Purchase and Sale of B&K Companies
