Common use of Purchase and Sale of the Interests Clause in Contracts

Purchase and Sale of the Interests. 1 1.1 Purchase and Sale of Interests 1 1.2 Purchase Price 1 1.3 The Closing 2 1.4 The Closing Transactions 2 1.5 Purchase Price Adjustments 3 1.6 Withholding 5 ARTICLE 2 CONDITIONS TO CLOSING 5 2.1 Conditions to the Purchaser’s Obligations 5 2.2 Conditions to the Company’s and the Seller’s Obligations 6 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 3.1 Organization, Qualification and Power 7 3.2 Subsidiaries 8 3.3 Authorization; Vxxxx and Binding Agreement; No Breach; Governmental Consents 8 3.4 Interests 9 3.5 Financial Statements 10 3.6 Absence of Certain Developments 10 3.7 Title to Properties 13 3.8 Tax Matters. 14 3.9 Contracts and Commitments 16 3.10 Intellectual Property 19 3.11 Litigation 20 3.12 Employee Benefit Plans 20 3.13 Insurance 22 3.14 Compliance with Laws 22 3.15 Environmental Compliance and Conditions 23 3.16 Affiliated Transactions 24 3.17 Employees 24 3.18 Brokerage 25 3.19 Customers and Suppliers 25 3.20 Products 25 3.21 Inventory; Accounts Receivable 25 3.22 Regulatory Matters 26 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 27 4.1 Organization and Power 27 4.2 Authorization; Vxxxx and Binding Agreement 27 4.3 No Breach 27 4.4 Governmental Consents 27 4.5 Litigation 28 4.6 Ownership 28 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 28 5.1 Organization and Power 28 5.2 Authorization: Vxxxx and Binding Agreement 28 5.3 No Breach 28 5.4 Governmental Consents 28 5.5 Litigation 29 5.6 Brokerage 29 5.7 Investment Representation 29 5.8 Financing 29 5.9 Solvency 29

Purchase and Sale of the Interests. 1 1.1 CLOSING 8 Section 2.1 Purchase and Sale of Interests 1 1.2 Shares 8 Section 2.2 Purchase Price 1 1.3 Price. 8 Section 2.3 The Closing 2 1.4 The 9 Section 2.4 Deliveries at Closing Transactions 2 1.5 Purchase Price Adjustments 3 1.6 9 Section 2.5 Indemnity Escrow 10 Section 2.6 Working Capital Escrow 10 Section 2.7 Working Capital Adjustment. 11 Section 2.8 Withholding 5 12 ARTICLE 2 CONDITIONS TO CLOSING 5 2.1 Conditions to the Purchaser’s Obligations 5 2.2 Conditions to the Company’s and the Seller’s Obligations 6 ARTICLE 3 III REPRESENTATIONS AND WARRANTIES OF SELLERS 12 Section 3.1 Power and Authority 13 Section 3.2 Enforceability 13 Section 3.3 No Violation 13 Section 3.4 No Conflict 13 Section 3.5 Litigation 13 Section 3.6 No Other Agreement 13 Section 3.7 No Broker 13 Section 3.8 Ownership of the Shares 14 Section 3.9 Withholding Tax 14 Section 3.10 Investment Representation 14 Section 3.11 Legend 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 7 3.1 Organization, Qualification 14 Section 4.1 Organization and Power 7 3.2 Subsidiaries 8 3.3 AuthorizationGood Standing 15 Section 4.2 Authorization and Effect of Agreement. 15 Section 4.3 Capitalization of the Company. 15 Section 4.4 Capitalization of the Subsidiaries; Vxxxx Other Interests. 16 Section 4.5 No Conflict 17 Section 4.6 Permits; Compliance with Law. 17 Section 4.7 Books and Binding AgreementRecords 18 Section 4.8 Litigation 18 Section 4.9 Financial Statements; No Breach; Governmental Consents 8 3.4 Interests 9 3.5 Financial Statements 10 3.6 Undisclosed Liabilities. 18 Section 4.10 Absence of Certain Developments 10 3.7 Title to Properties 13 3.8 Tax MattersChanges 19 Section 4.11 Contracts. 14 3.9 Contracts and Commitments 16 3.10 Intellectual Property 19 3.11 Litigation 20 3.12 Employee Benefit Plans 20 3.13 Section 4.12 Transactions with Affiliates 21 Section 4.13 Labor Relations. 21 Section 4.14 Insurance 22 3.14 Compliance with Laws 22 3.15 Environmental Compliance and Conditions 23 3.16 Affiliated Transactions 24 3.17 Employees 24 3.18 Brokerage 25 3.19 Customers and Suppliers 25 3.20 Products 25 3.21 Inventory; Accounts Receivable 25 3.22 Regulatory Matters 26 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 27 4.1 Organization and Power 27 4.2 Authorization; Vxxxx and Binding Agreement 27 4.3 No Breach 27 4.4 Governmental Consents 27 4.5 Litigation 28 4.6 Ownership 28 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 28 5.1 Organization and Power 28 5.2 Authorization: Vxxxx and Binding Agreement 28 5.3 No Breach 28 5.4 Governmental Consents 28 5.5 Litigation 29 5.6 Brokerage 29 5.7 Investment Representation 29 5.8 Financing 29 5.9 Solvency 2922

Purchase and Sale of the Interests. 1 1.1 CLOSING 5 2.1 Purchase and Sale of the Interests 1 1.2 Purchase Price 1 1.3 The Closing 2 1.4 The Closing Transactions 2 1.5 Purchase Price Adjustments 3 1.6 Withholding 5 ARTICLE 2 CONDITIONS TO CLOSING 5 2.1 Conditions to the Purchaser’s Obligations 5 2.2 Conditions to the Company’s and the Seller’s Obligations 6 ARTICLE 3 Closing 5 2.3 Closing Deliverables 5 Article III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 SELLER 6 3.1 Organization, Qualification Organization and Power 7 Standing 6 3.2 Subsidiaries 8 Authority 6 3.3 Authorization; Vxxxx and Binding AgreementConsents; No BreachConflicts 6 3.4 Interests; Governmental Consents Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 7 3.11 Solvency 7 3.12 Limitations of Representations and Warranties 8 3.4 Interests 9 3.5 Financial Statements 10 3.6 Absence of Certain Developments 10 3.7 Title to Properties 13 3.8 Tax Matters. 14 3.9 Contracts and Commitments 16 3.10 Intellectual Property 19 3.11 Litigation 20 3.12 Employee Benefit Plans 20 3.13 Insurance 22 3.14 Compliance with Laws 22 3.15 Environmental Compliance and Conditions 23 3.16 Affiliated Transactions 24 3.17 Employees 24 3.18 Brokerage 25 3.19 Customers and Suppliers 25 3.20 Products 25 3.21 Inventory; Accounts Receivable 25 3.22 Regulatory Matters 26 ARTICLE 4 Article IV REPRESENTATIONS AND WARRANTIES OF THE SELLER 27 BUYER 8 4.1 Organization and Power 27 Standing 8 4.2 AuthorizationAuthority 8 4.3 Consents; Vxxxx No Conflicts 9 4.4 Purchase Not for Distribution 9 4.5 Limitations of Representations and Binding Warranties 9 Article V COVENANTS 9 5.1 Commercially Reasonable Efforts; Other Action 9 5.2 Access to Books and Records 10 5.3 Public Announcement 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 11 6.3 Conditions to Obligations of Seller 11 Article VII TERMINATION 12 7.1 Termination of Agreement 27 4.3 No Breach 27 4.4 Governmental Consents 27 4.5 Litigation 28 4.6 Ownership 28 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 28 5.1 Organization and Power 28 5.2 Authorization: Vxxxx and Binding Agreement 28 5.3 No Breach 28 5.4 Governmental Consents 28 5.5 Litigation 29 5.6 Brokerage 29 5.7 Investment Representation 29 5.8 Financing 29 5.9 Solvency 2912 7.2 Effect of Termination 12

Purchase and Sale of the Interests. 1 1.1 CLOSING 5 2.1 Purchase and Sale of the Interests 1 1.2 Purchase Price 1 1.3 The 5 2.2 Closing 2 1.4 The 5 2.3 Closing Transactions 2 1.5 Purchase Price Adjustments 3 1.6 Withholding Deliverables 5 ARTICLE 2 CONDITIONS TO CLOSING 5 2.1 Conditions to the Purchaser’s Obligations 5 2.2 Conditions to the Company’s and the Seller’s Obligations 6 ARTICLE 3 III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 SELLER 6 3.1 Organization, Qualification Organization and Power 7 Standing 6 3.2 Subsidiaries 8 Authority 6 3.3 Authorization; Vxxxx and Binding AgreementConsents; No BreachConflicts 6 3.4 Interests; Governmental Consents Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 8 3.4 Interests 9 3.5 Financial Statements 10 3.6 Absence 3.11 Solvency 8 3.12 Limitations of Certain Developments 10 3.7 Title to Properties 13 3.8 Tax Matters. 14 3.9 Contracts Representations and Commitments 16 3.10 Intellectual Property 19 3.11 Litigation 20 3.12 Employee Benefit Plans 20 3.13 Insurance 22 3.14 Compliance with Laws 22 3.15 Environmental Compliance and Conditions 23 3.16 Affiliated Transactions 24 3.17 Employees 24 3.18 Brokerage 25 3.19 Customers and Suppliers 25 3.20 Products 25 3.21 Inventory; Accounts Receivable 25 3.22 Regulatory Matters 26 Warranties 8 ARTICLE 4 IV REPRESENTATIONS AND WARRANTIES OF THE SELLER 27 BUYER 9 4.1 Organization and Power 27 Standing 9 4.2 AuthorizationAuthority 9 4.3 Consents; Vxxxx No Conflicts 9 4.4 Purchase Not for Distribution 10 4.5 Limitations of Representations and Binding Warranties 10 ARTICLE V COVENANTS 10 5.1 Commercially Reasonable Efforts; Other Action 10 5.2 Access to Books and Records 11 5.3 Public Announcement 11 ARTICLE VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 12 6.3 Conditions to Obligations of Seller 12 ARTICLE VII TERMINATION 13 7.1 Termination of Agreement 27 4.3 13 7.2 Effect of Termination 13 ARTICLE VIII INDEMNIFICATION 14 8.1 Survival of Representations, Warranties and Covenants 14 8.2 Indemnification 14 8.3 Certain Limitations 15 8.4 Definitions 17 8.5 Procedures for Third Party Claims 17 8.6 Direct Claims 19 8.7 Sole Remedy 19 8.8 Certain Other Matters 19 8.9 No Breach 27 4.4 Governmental Consents 27 4.5 Litigation 28 4.6 Ownership 28 Contribution 19 8.10 Effect of Investigation 19 ARTICLE 5 REPRESENTATIONS IX MISCELLANEOUS 20 9.1 Fees and Expenses 20 9.2 Notices 20 9.3 Interpretation 21 9.4 Entire Agreement; Third Party Beneficiaries 21 9.5 Governing Law 21 9.6 Assignment 22 9.7 Jurisdiction; Enforcement 22 9.8 Severability; Amendment; Modification; Waiver 23 9.9 Counterparts 23 SCHEDULE 3.3 – Consents; No Conflicts SCHEDULE 3.5 –Trust Series; Derivative Contracts EXHIBIT A – Assignment of Interests AGREEMENT OF PURCHASE AND WARRANTIES SALE THIS AGREEMENT OF THE PURCHASER 28 5.1 Organization PURCHASE AND SALE, dated as of December 22, 2014 (this “Agreement”), is made by and Power 28 5.2 Authorization: Vxxxx between Enhance Financial Services Group Inc., a New York corporation (“Seller”), and Binding Agreement 28 5.3 No Breach 28 5.4 Governmental Consents 28 5.5 Litigation 29 5.6 Brokerage 29 5.7 Investment Representation 29 5.8 Financing 29 5.9 Solvency 29Assured Guaranty US Holdings Inc., a Delaware corporation (“Buyer”).