PURCHASE AND SALE OF THE PURCHASED Sample Clauses
PURCHASE AND SALE OF THE PURCHASED. SHARES 3 Section 2.01 Issuance, Sale and Delivery of the Purchased Shares 3 Section 2.02 Closing 3 Section 2.03 Payment of Purchase Price 4
PURCHASE AND SALE OF THE PURCHASED. SHARES 9 3. REPRESENTATIONS AND WARRANTIES 10 4. COVENANTS 27 5. INDEMNIFICATION 30 6. CLOSING & POST-CLOSING 34 7. TERMINATION 39 8. GENERAL 40 BETWEEN: AND:
PURCHASE AND SALE OF THE PURCHASED. ROYALTY INTEREST 9 Section 2.01 Purchase and Sale. 9 Section 2.02 Transfers and Payments in Respect of the Purchased Royalty Interests. 10 Section 2.03 Purchase Price. 12 Section 2.04 No Assumed Obligations. 12 Section 2.05 Excluded Assets. 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 12 Section 3.01 Organization; Operations of Seller. 12 Section 3.02 Corporate Authorization. 13 Section 3.03 Governmental Authorization. 13 Section 3.04 Ownership. 13 Section 3.05 Solvency. 14 Section 3.06 Litigation. 14 Section 3.07 Compliance with Laws. 14 Section 3.08 Conflicts. 15 Section 3.09 No Withholding 15 Section 3.10 Applicable Agreements 15 Section 3.11 Products; Royalties. 15 Section 3.12 No Other Representations or Warranties. 17 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 17 Section 4.01 Organization. 17 Section 4.02 Authorization. 17 Section 4.03 Broker’s Fees. 18 Section 4.04 Conflicts. 18 Section 4.05 Access to Information. 18 ARTICLE V COVENANTS 19 Section 5.01 Books and Records. 19
PURCHASE AND SALE OF THE PURCHASED. INTERESTS; PURCHASE PRICE;
PURCHASE AND SALE OF THE PURCHASED. Shares - Subject to the terms and conditions herein:
(a) at Closing, the Sellers shall sell, transfer and assign to Travelbyus and Travelbyus shall purchase and accept the assignment of the Purchased Shares, free and clear of any and all Encumbrances;
(b) at Closing, the Sellers shall transfer and deliver to Travelbyus share certificates representing the Purchased Shares duly endorsed in blank for transfer or accompanied by irrevocable security transfer powers of attorney duly executed in blank; and
(c) the Sellers and Travelbyus shall adopt this Agreement as a plan of reorganization under Internal Revenue Code Section 368(a)(i)(B).
PURCHASE AND SALE OF THE PURCHASED. Shares and the Warrants. The Company agrees to issue and sell to the Investors, and, subject to and in reliance upon the representations, warranties, terms and conditions of this Agreement, the Investors, severally but not jointly, agree to purchase that number of Purchased Shares and Warrants for the purchase price (the "PURCHASE PRICE") set forth opposite their respective names in Exhibit A hereto under the respective headings "PURCHASED SHARES" "WARRANTS" and "AGGREGATE PURCHASE PRICE FOR SECURITIES." The Purchase Price shall be paid in immediately available funds.
PURCHASE AND SALE OF THE PURCHASED. PROPERTY5 SECTION 2.1SALE OF BUSINESS. 5 SECTION 2.2PURCHASED PROPERTY. 5 SECTION 2.3EXCLUDED PROPERTY. 7 SECTION 2.4TITLE TO REAL PROPERTY AND SURVEY. 8 SECTION 2.5ASSUMED LIABILITIES. 10 SECTION 2.6EXCLUDED LIABILITIES. 11
PURCHASE AND SALE OF THE PURCHASED. SHARES 22
PURCHASE AND SALE OF THE PURCHASED. PROPERTY Section 2.1 Transfer of Assets Section 2.2 Sale at Closing Date Section 2.3 Subsequent Documentation Section 2.4 Assumption of Liabilities Section 2.5 Excluded Liabilities Section 2.6 Breach of Representations Section 2.7 Right of Enforcement
PURCHASE AND SALE OF THE PURCHASED. Shares - Subject to the terms and conditions herein:
(a) at Closing, the Seller shall sell, transfer and assign to Travelbyus and Travelbyus shall purchase and accept the assignment of the Purchased Shares, free and clear of any and all Encumbrances; and
(b) at Closing, the Seller shall transfer and deliver to Travelbyus share certificates representing the Purchased Shares duly endorsed in blank for transfer or accompanied by irrevocable security transfer powers of attorney duly executed in blank.