Common use of PURCHASE AND SALE OF THE Clause in Contracts

PURCHASE AND SALE OF THE. ACQUIRED INTERESTS 1 1.1 Agreement to Sell and Purchase 1 1.2 Signing Date Deliverables 1 1.3 Purchase Price 1 1.4 The Closing 2 1.5 Conduct of Closing 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 3 2.1 Organization and Status 3 2.2 Power; Authority; Enforceability 3 2.3 No Violation 3 2.4 No Litigation 4 2.5 Consents and Approvals 4 2.6 Acquired Interests 4 2.7 Solvency 4 2.8 Compliance with Law 5 2.9 Taxes 5 2.10 Unregistered Securities 5 2.11 Broker’s Fees 5 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project 5 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6 3.1 Organization and Status 6 3.2 Power; Authority; Enforceability 6 3.3 No Violation 6 3.4 No Litigation 6 3.5 Consents and Approvals 7 3.6 Solvency 7 3.7 Compliance with Law 7 3.8 No Reliance 7 3.9 Investment Intent 7 3.10 Accredited Investor 7 3.11 Broker’s Fee 8 ARTICLE 4 COVENANTS; OTHER OBLIGATIONS 8 4.1 Covenants Between Signing and Closing 8 4.2 Other Covenants 9

Appears in 1 contract

Samples: Purchase and Sale Agreement

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PURCHASE AND SALE OF THE. ACQUIRED INTERESTS Shares 1 1.1 Agreement to Sell Purchase and Purchase 1 Sale of the Shares 1 1.2 Signing Date Deliverables 1 1.3 Purchase Price 1 1.3 Pre-Closing Adjustment of Cash Purchase Price 2 1.4 The Post-Closing 2 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 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 3 2.1 Organization 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 Status 3 2.2 PowerPreservation 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; AuthorityUse of Names or Marks 47 3.12 Certain Actions; Enforceability 3 2.3 No Violation 3 2.4 No Litigation 4 2.5 Consents and Approvals 4 2.6 Acquired Interests 4 2.7 Solvency 4 2.8 Compliance with Law 5 2.9 Taxes 5 2.10 Unregistered Securities 5 2.11 Broker’s Fees 5 2.12 Notification of Certain Matters Relating to the Acquired Interests, the Project Company 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 Wind Project 5 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 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6 3.1 Organization IV Conditions to Closing 51 4.1 Conditions to Obligations of Sierra and Status 6 3.2 Powerthe Seller 51 4.2 Conditions to Obligation of the Purchaser 52 ARTICLE V Survival Of Representations And Warranties; AuthorityIndemnification 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; Enforceability 6 3.3 No Violation 6 3.4 No Litigation 6 3.5 Consents 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., a California corporation and Approvals 7 3.6 Solvency 7 3.7 Compliance with Law 7 3.8 No Reliance 7 3.9 Investment Intent 7 3.10 Accredited Investor 7 3.11 Broker’s Fee 8 ARTICLE 4 COVENANTS; OTHER OBLIGATIONS 8 4.1 Covenants Between Signing a wholly owned subsidiary of Sierra (the "Seller") and Closing 8 4.2 Other Covenants 9Folksamerica Holding Company, Inc., a New York corporation (the "Purchaser").

Appears in 1 contract

Samples: Stock Purchase Agreement (Sierra Health Services Inc)

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PURCHASE AND SALE OF THE. ACQUIRED INTERESTS 1 1.1 Agreement to Sell and Purchase 1 1.2 Signing Date Deliverables 1 1.3 Purchase Price 1 1.4 The Closing 2 1.5 Conduct of Closing 2 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER 3 2 2.1 Organization and Status 3 2.2 Power; Authority; Enforceability 3 2.3 No Violation 3 2.4 No Litigation 4 3 2.5 Consents and Approvals 4 2.6 Acquired Interests 4 2.7 Solvency 4 2.8 Compliance with Law 5 4 2.9 Taxes 5 2.10 Unregistered Securities 5 2.11 Broker’s Fees 5 6 2.12 Matters Relating to the Acquired Interests, the Project Company and the Wind Project 5 6 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF PURCHASER 6 3.1 Organization and Status 6 3.2 Power; Authority; Enforceability 6 3.3 No Violation 6 7 3.4 No Litigation 6 7 3.5 Consents and Approvals 7 3.6 Solvency 7 3.7 Compliance with Law 7 3.8 No Reliance 7 3.9 Investment Intent 7 8 3.10 Accredited Investor 7 8 3.11 Broker’s Fee 8 ARTICLE 4 COVENANTS; OTHER OBLIGATIONS 8 4.1 Covenants Between Signing and Closing 8 4.2 Other Covenants 9

Appears in 1 contract

Samples: Purchase and Sale Agreement

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