SALE AND TRANSFER OF UNITS; PURCHASE PRICE; CLOSING; CLOSING DELIVERIES Sample Clauses

SALE AND TRANSFER OF UNITS; PURCHASE PRICE; CLOSING; CLOSING DELIVERIES. 1 1.1 Units 1 1.2 Purchase Price 1 1.3 Payment of Purchase Price 1 1.4 Closing 3 1.5 Closing Consideration Spreadsheet. 3 1.6 Closing Date Net Working Capital Adjustment. 3 1.7 Transfer Taxes 6 1.8 Withholding Rights 6 1.9 Allocation of Purchase Price 6 1.10 Closing Deliverables. 7 1.11 Members’ Representative. 8 2. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY AND THE COMPANY SUBSIDIARIES 11 2.1 Organization, Standing and Power 11 2.2 Company Subsidiaries 11 2.3 Power and Authority 12 2.4 Capitalization. 12 2.5 Noncontravention 13 2.6 Governmental Authorizations 13 2.7 Financial Statements; Internal Controls 13 2.8 Absence of Undisclosed Liabilities 14 2.9 Absence of Certain Developments 14 2.10 Inventory 17 2.11 Accounts Receivable 17 2.12 Litigation 17 2.13 Restrictions on Business Activities 18 2.14 Intellectual Property. 18 2.15 Interested Party Transactions 22 2.16 Material Contracts. 22 2.17 Customers and Suppliers 23 2.18 Regulatory Compliance 24 2.19 Employees and Consultants. 24 2.20 Title to Property 27 2.21 Real Estate. 27 2.22 Environmental Matters. 28 2.23 Taxes 29 2.24 Employee Benefit Plans. 32 2.25 Insurance 34 2.26 Foreign Corrupt Practices Act; No Anti-Bribery Law Violations. 34 TABLE OF CONTENTS (CONTINUED) PAGE 2.27 Warranties 35 2.28 Product Liability Claims 35 2.29 OFAC / Export Control Provisions 35 2.30 Compliance With Laws 36 2.31 Brokers’ and Finders’ Fee 36 2.32 Powers of Attorney 36 2.33 Books and Records 36 2.34 Bank Accounts; Safe Deposit Boxes 37 2.35 Disclosures 37 3. REPRESENTATIONS AND WARRANTIES REGARDING MEMBERS 37 3.1 Ownership of Units 37 3.2 Authority 37 3.3 No Conflict 37 3.4 Tax and Legal Matters 38 3.5 Brokers 38 3.6 Access to Books and Records 38 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER 38 4.1 Organization, Standing and Power 38 4.2 Authorization and Binding Obligation of Purchaser 38 4.3 Noncontravention 39 4.4 Litigation. 39 4.5 Brokers 39 4.6 Investment Representations 39 4.7 No Other Agreements 40 4.8 Independent Investigation; No Other Representations or Warranties 40 4.9 Financial Ability 40 5. ADDITIONAL AGREEMENTS. 40 5.1 Public Disclosure; Confidentiality. 40 5.2 Tax Matters. 41 5.3 Indemnification of Directors and Officers of Company 44 5.4 Non-Competition and Non-Solicitation. 45 5.5 Release. 46 5.6 Employee Compensation and Benefit Plans. 47 5.7 Books and Records 47 6. ESCROW AND INDEMNIFICATION. 48 6.1 Indemnification. 48 6.2 Subrogation 52 6.3 Exercise of Remedies by Indemnified Persons...
Sample 1
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Related to SALE AND TRANSFER OF UNITS; PURCHASE PRICE; CLOSING; CLOSING DELIVERIES

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Pre-Closing Deliveries At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer (a) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail (i) the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iii) the Company’s good faith estimate of the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (iv) the Company’s good faith estimates of the Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Per Interest Payment Amount”) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Company LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not be delayed in respect of any such comments proposed by Buyer and in no event shall the proposal of such comments or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its rights under Section 3.6. Notwithstanding anything to the contrary herein, the parties acknowledge and agree, and each Pre-Closing Holder shall acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be entitled to rely on the Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to each Pre-Closing Holder set forth in the Estimated Closing Statement, as setting forth a true, complete and accurate listing of all items set forth therein and a true, complete and accurate calculation of the amounts to which such Pre-Closing Holders are entitled pursuant to the Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Agreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

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