Purchase and Sale of the Company Interests. 16 Section 2.1 Purchase and Sale of the Company Interests 17 Section 2.2 Payment of Purchase Price 17 Section 2.3 Closing 17 Section 2.4 Funds Flow Schedule; Purchase Price Adjustment 18 Section 2.5 Transfer Taxes 20 Section 2.6 Pre-Closing Transactions 20 Section 2.7 Withholding Taxes 20 Article III. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES 21 Section 3.1 Organization 21 Section 3.2 Noncontravention 22 Section 3.3 Capitalization 22 Section 3.4 Ownership 22 Section 3.5 Government Authorizations 22 Section 3.6 Financial Statements 23 Section 3.7 Undisclosed Liabilities 23 Section 3.8 Absence of Certain Changes 23 Section 3.9 Tax Matters 23 Section 3.10 Real Property 25 Section 3.11 Environmental Matters 25 Section 3.12 Contracts 26 Section 3.13 Insurance 26 Section 3.14 Litigation 27 Section 3.15 Employee Benefits 27 Section 3.16 Labor Matters 27 Section 3.17 Legal Compliance 28 Section 3.18 Brokers’ Fees 28 Section 3.19 Permits 28 Section 3.20 Intellectual Property; IT Systems 29 Section 3.21 Privacy and Data Security 29 Section 3.22 Holding Company 30 Section 3.23 Intra-group Restructuring 30 Section 3.24 Anti-Bribery Laws 30 Article IV. REPRESENTATIONS AND WARRANTIES REGARDING SELLER 31 Section 4.1 Organization 31 Section 4.2 Authorization 31 Section 4.3 Noncontravention 31 Section 4.4 Brokers’ Fees 31 Section 4.5 Litigation 31 Section 4.6 No Additional Representations and Warranties 32 Article V. REPRESENTATIONS AND WARRANTIES REGARDING BUYER 32 Section 5.1 Organization 32 Section 5.2 Authorization 33 Section 5.3 Noncontravention 33 Section 5.4 Government Authorizations 33 Section 5.5 Financial Capacity 33 Section 5.6 Investment 33 Section 5.7 Litigation 34 Section 5.8 Brokers’ Fees 34 Section 5.9 Information 34 Section 5.10 No Adverse Proceedings 35 Section 5.11 Solvency 35 Article VI. COVENANTS 35 Section 6.1 Conduct of the Companies 35 Section 6.2 Exceptions 37 Section 6.3 Access to Information; Confidentiality 39 Section 6.4 Consents and Approvals 41 Section 6.5 Public Announcements 43 Section 6.6 Post-Closing Access; Preservation of Records 43 Section 6.7 Tax Indemnification; Tax Matters 44 Section 6.8 Insurance 48 Section 6.9 Termination of Affiliate Contracts 48 Section 6.10 Post-Closing Commercially Reasonable Efforts 48 Section 6.11 Employee Relations and Benefits 49 Section 6.12 Pre-Closing Further Assurances 49 Section 6.13 Post-Closing Further Assurances 49 Section 6.14 Use of Certain Names 49 Section 6.15 Directors’ and...
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer free and clear of all Liens (other than any restrictions on sales of securities under applicable securities Laws), all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Buyers agree to purchase from Sellers, and Sellers agree to sell to Buyers, all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Company Interests (which are all held by the Seller) with the benefit of all rights of whatsoever nature attaching or accruing to the Company Interests, for and in consideration of the aggregate purchase price for the Company Interests as set forth herein.
Purchase and Sale of the Company Interests. Section 2.1 Purchase and Sale of the Company Interests. Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire, accept, assume and receive from Seller, subject to Permitted Encumbrances, all of Seller’s right, title and interest in and to the Company Interests as the same shall exist and be held by Seller immediately prior to Closing, and Seller shall make the other conveyances, assignments and transfers contemplated by Section 3.2 (a), subject to Permitted Encumbrances, and Buyer shall assume the Assumed Liabilities as contemplated by Section 3.2(a)(ii). For the avoidance of doubt, this Agreement does not, and is not intended to, require a conveyance to Buyer of any Non-LLC Assets.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Xxxxx agrees to purchase from Seller, and Xxxxxx agrees to sell to Buyer, all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. Subject to the other terms and conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, its Company Interests, free and clear of any Liens.
Purchase and Sale of the Company Interests. 7 Section 2.1 Purchase and Sale of the Company Interests 7 Section 2.2 Payment of the Purchase Price 7 Section 2.3 Purchase Price Adjustment 8 Section 2.4 U.S. Federal Income Tax Allocation 9
Purchase and Sale of the Company Interests. Section 2.1 Purchase and Sale of the Company Interests. Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire, accept, assume and receive from Seller, subject only to Permitted Encumbrances but otherwise free of all Encumbrances, all of Seller’s right, title and interest in and to the Company Interests. Section 2.2
