PURCHASE AND SALE OF THE Sample Clauses

PURCHASE AND SALE OF THE. Shares 1 1.1 Purchase and Sale of the Shares 1 1.2 Purchase Price 1 1.3 Pre-Closing Adjustment of Cash Purchase Price 2 1.4 Post-Closing Adjustment of Purchase Price 3 1.5 Closing 6 1.6 Deliveries by the Seller to the Purchaser 6 1.7 Deliveries by the Purchaser to the Seller 7 ARTICLE II Representations and Warranties 7 2.1 Representations and Warranties of Sierra and the Seller 7 2.2 Representations and Warranties of the Purchaser 29 ARTICLE III Additional Agreements of the Parties 31 3.1 Conduct of the Business 31 3.2 Restrictions on Business Pending the Closing 33 3.3 [Intentionally Omitted] 36 3.4 Tax Matters 36 3.5 Non-Admitted Assets 41 3.6 Access Prior to Closing 43 3.7 Maintenance and Preservation of Records 44 3.8 Confidentiality and Announcements 44 3.9 Regulatory and Other Authorizations 45 3.10 Further Assurances 46 3.11 Noncompetition/Nonsolicitation; Use of Names or Marks 47 3.12 Certain Actions; Notification of Certain Matters 47 3.13 Expenses 47 3.14 Certified Executive Payments 47 3.15 Intercompany Accounts; Affiliate Agreements 47 3.16 Employee Matters 48 3.17 Print Shop 49 3.18 Information Systems 49 3.19 Obligations of Sierra and the Seller 49 3.20 Certain Software Licenses 50 3.21 Collection of Guaranty Funds Receivable on Deposit 50 3.22 Real Property Mortgages 50 3.23 Further Action 51 3.24 Investment Assets; Security Deposits 51 3.25 Sale of Certain Investment Assets 51 ARTICLE IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and the Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; Indemnification 54 5.1 Survival of Representations and Warranties 54 5.2 Indemnification 55 5.3 Limits on Indemnification 57 5.4 Method of Payment 57 5.5 Reserve Matters 58 5.6 Sole Remedy 58 ARTICLE VI Termination 58 6.1 Termination 58 6.2 Effect of Termination 59 6.3 Extension; Waiver 59 6.4 Remedies 59 ARTICLE VII Miscellaneous 59 7.1 Governing Law 59 7.2 Submission to Jurisdiction; Waiver of Jury Trial 59 7.3 Notices 60 7.4 Interpretation 61 7.5 Counterparts 61 7.6 Assignment 61 7.7 Miscellaneous 62 7.8 Specific Performance 63 7.9 Certain Definitions 63 Exhibit A Contingent Purchase Price Note Agreement Exhibit B Transition Services Agreement Exhibit C Third Party Claims Administration Agreement Schedule 1 Non-Admitted Assets STOCK PURCHASE AGREEMENT, dated as of November 25, 2003, among Sierra Health Services, Inc., a Nevada corporation ("Sierra"), CII Financial, Inc.,...

PURCHASE AND SALE OF THE. SHARES 1

PURCHASE AND SALE OF THE. Common Stock -------------------------------------

PURCHASE AND SALE OF THE. CLAIROL SHARES, THE INTERNATIONAL SHARES AND THE ACQUIRED ASSETS. (a) On the terms and subject to the conditions set forth in this Agreement, (i) Seller will sell, transfer and deliver to Buyer, and Buyer will purchase from Seller, the Clairol Shares, (ii) Seller will cause the International Stock Selling Entities to sell, transfer and deliver to Buyer or its designated Buyer Subsidiaries, and Buyer will purchase or cause such Buyer Subsidiaries to purchase from the International Stock Selling Entities, the International Shares, (iii) Seller will, and will cause the U.S. Ass▇▇ ▇▇ ▇elling Entities to, sell, convey, transfer, assign and deliver to Buyer or its designated Buyer Subsidiaries, and Buyer will purchase or cause such Buyer Subsidiaries to purchase from Seller and the U.S. Asset Selling Entities, the U.S. Acquired Assets and (iv) Seller will, and will cause the International Asset Selling Entities to, sell, convey, transfer, assign and deliver to Buyer or its designated Buyer Subsidiaries, and Buyer will purchase or cause such Buyer Subsidiaries, to purchase from the International Asset Selling Entities, the International Acquired Assets, for (A) an aggregate purchase price equal to $4.95 billion (the "PURCHASE PRICE") together with, if the Closing shall occur after the Six Month Anniversary, interest on the Purchase Price accrued from the Six Month Anniversary to the Closing Date at the Prime Rate, payable and subject to adjustment as set forth in Article II, and (B) the assumption of the Assumed Liabilities. The purchase and sale of the Clairol Shares, the International Shares, the U.S. Acquired Assets and the International Acquired Assets and the assumption of the Assumed Liabilities is referred to in this Agreement, collectively, as the "TRANSACTION". (b) The purchase and sale of the International Shares with respect to each International Clairol Subsidiary will be effected pursuant to short-form stock purchase agreements (each, an "INTERNATIONAL STOCK PURCHASE AGREEMENT") in substantially the same form as the form of International Stock Purchase Agreement attached as Exhibit C to this Agreement, except (as Buyer and Seller shall reasonably agree) for (i) the deletion of provisions which are inapplicable to such International Clairol Subsidiary, (ii) such changes as may be necessary to satisfy the requirements of applicable local law, (iii) such changes as may be reasonably agreed upon by Seller and Buyer regarding employees and employee benefi...

PURCHASE AND SALE OF THE. Water System. (a) The City hereby sells, transfers and conveys to the Authority all of the City’s right, title and interest in and to the Components of the Water System. The Authority agrees to simultaneously sell to the City, and the City agrees to purchase from the Authority, the Components of the Water System at the Purchase Price (payable in installments) specified in Section 4.2 hereof and otherwise in the manner and in accordance with the provisions of this Installment Purchase Agreement and the Bond Law. The Authority hereby transfers and assigns to the City all of the Authority’s right, title and interest to all or any portion of the Components of the Water System. (b) From time to time, at the request of the City, the Authority shall promptly deliver to the City any instruments necessary to confirm the rights of the City to the Components of the Water System.

PURCHASE AND SALE OF THE. TG Business. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 2.1) the Company shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Company, all of the Company's right, title and interest, as of the Closing, to and in the Included Assets (as defined in Section 1.3).

PURCHASE AND SALE OF THE. Common Stock. Subject to the terms and conditions hereof, the Company hereby issues and sells to the Investors, and each Investors hereby purchases from the Company, the number of Shares set for opposite such Investor's name in Schedule 1, for a purchase price of $1.57 per share, resulting in an aggregate purchase price for all Shares sold pursuant to the terms hereof of $8,824,355.87.

PURCHASE AND SALE OF THE. SHARES 1 ARTICLE II CONSIDERATION AND MANNER OF PAYMENT 2 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 25

PURCHASE AND SALE OF THE. SHARES 6 2.1 Purchase and Sale of the Shares. 6 2.2 Adjustments to Purchase Price. 7