PURCHASE AND SALE OF THE PUGET TRANSMISSION ASSETS Sample Clauses

PURCHASE AND SALE OF THE PUGET TRANSMISSION ASSETS. 10 Section 2.1 Purchase and Sale of Puget Transmission Interests 10 Section 2.2 Purchase Price 11 Section 2.3 Allocation of Purchase Price; Tax Filings 12 Section 2.4 Assumption of Liabilities 12 Section 2.5 Real Property Taxes 12 ARTICLE 3 INITIAL CLOSING; CONDITIONS PRECEDENT 13 Section 3.1 Initial Closing 13 Section 3.2 Initial Closing Deliveries by Buyer 13 Section 3.3 Initial Closing Deliveries by Seller 14 Section 3.4 Conditions Precedent to the Initial Closing Obligations of Buyer 15 Section 3.5 Conditions Precedent to the Initial Closing Obligations of Seller 16 Section 3.6 Failure to Close 16 ARTICLE 4 Option Closing 17 Section 4.1 Exercise of Option 17 Section 4.2 Option Closing 17 Section 4.3 Option Closing Deliveries by Buyer 17 Section 4.4 Option Closing Deliveries by Seller 17 Section 4.5 Conditions Precedent to the Option Closing Obligations of Buyer 18 Section 4.6 Conditions Precedent to the Option Closing Obligations of Seller 19 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF SELLER 20 Section 5.1 Organization and Good Standing 20 Section 5.2 Authority 20 Section 5.3 Enforceability 20 Section 5.4 Title to Puget Transmission Assets 21 Section 5.5 No Violation or Breach 21 Section 5.6 Consents 21 Section 5.7 Actions Pending 21 Section 5.8 Compliance With Applicable Law 21 Section 5.9 Real Property 21 Section 5.10 Material Changes since December 31, 2018 22 Section 5.11 Brokerage Fees and Commissions 22 Section 5.12 Bankruptcy 22 Section 5.13 Tax Matters 22 Section 5.14 Material Contracts 23 Section 5.15 Licenses 24 Section 5.16 Insurance 24 Section 5.17 Environmental Matters 24 Section 5.18 No Employees or Benefits Plans 25 Section 5.19 Labor Matters 25 Section 5.20 Intellectual Property 25 Section 5.21 Books and Records 25 Section 5.22 No Options 25 Section 5.23 Undisclosed Liabilities 25 Section 5.24 Puget Transmission Assets Operations 25 Section 5.25 Affiliate Transactions 25 ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER 26 Section 6.1 Organization and Qualification 26 Section 6.2 Authority 26 Section 6.3 Enforceability 26 Section 6.4 No Violation or Breach 26 Section 6.5 Consents 26 Section 6.6 No Disputes; Litigation 27
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Related to PURCHASE AND SALE OF THE PUGET TRANSMISSION ASSETS

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of the Warrants (i) As payment in full for the 4,000,000 Warrants being purchased under this Agreement, the Purchaser shall pay $6,000,000 (the “Purchase Price”), by wire transfer of immediately available funds in accordance with the Company’s wiring instructions, at least one (1) business day prior to the effective date of the Registration Statement, or on such other date as the Company and the Purchaser may agree.

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

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