Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, the Interests.
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 the Interests. Subject to the terms and conditions set forth in this Agreement:
Purchase and Sale of the Interests. Subject to and in accordance with the terms and conditions set forth herein, at the Closing, Buyer shall purchase from the Members, and the Members shall sell, transfer, assign, convey and deliver to Buyer, all of the Interests, free and clear of any Liens.
Purchase and Sale of the Interests. CLOSING 1
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. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver the US Interests to the Buyer and shall, or shall cause one of its wholly owned Subsidiaries to, sell, assign, transfer, convey and deliver the Non-US Interests to the Buyer, in each case free and clear of any and all Encumbrances (other than Encumbrances created by the Buyer), and the Buyer shall purchase the US Interests from the Seller and the Non-US Interests from the Seller or one of its wholly owned Subsidiaries, in consideration for the Purchase Price.
Purchase and Sale of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall purchase from the Members and the Members shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Interests, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Interests (collectively, the “Liens”).
Purchase and Sale of the Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall cause the Company or its subsidiary(ies), as applicable, to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Company or its subsidiary(ies), as applicable, all of the equity interests of the Purchased Subsidiaries (the “Purchased Interests”).
Purchase and Sale of the Interests. 1 1.1 Purchase of Interests 1 1.2 Purchase Price 1
