Closing Purchase and Sale Sample Clauses

Closing Purchase and Sale. 2.1 The Closing.........................................................................6 2.2 Issuance and Delivery of the Purchase Shares and Issuance of the Warrant............6 2.3 The Purchase Price..................................................................6 2.4
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Closing Purchase and Sale. 2.1 The Closing 4 2.2 Escrow 4 2.3 Return of Funds 4 2.4 Issuance and Delivery of the Purchase Shares 5 2.5 The Purchase Price 5 2.6 Delivery of Purchase Price 5 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY 3.1 Organization; Good Standing 5 3.2 Subsidiaries 5 3.3 Authority; Execution and Delivery; Enforceability 5 3.4 Non-Contravention 6 3.5 Corporate Documents 6 3.6 Capitalization; Options 6 3.7 Consents and Approvals 7 3.8 SEC Reports and Financial Statements 8 3.9 Litigation and Claims 8 3.10 No Finder 8 3.11 Exempt Offering 9 3.12 Agreements; Action 9 3.13 Related-Party Transactions 9 3.14 Title to Property and Assets 9 3.15 Employee Benefit Plans 9 3.16 Tax Returns, Payments and Elections 10 3.17 Insurance 10 3.18 Disclosure 10
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Closing Purchase and Sale. 2.1 The Closing Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the transactions set forth in this Article II shall take place upon the satisfaction of the closing conditions set forth herein, or at such other time or such other date as Buyers and the Company may agree, at the offices of DLA Piper US LLP, 1251 Avenue of the Americas, New York, New York (such date upon which the Closing occurs is referred to as the “Closing Date”).
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Closing Purchase and Sale. The consummation of the transactions set forth in this Article 2 of this Agreement (the “Closing”) with respect to the purchase and sale of the Transferred Shares hereunder shall take place at the offices of Dxxxx Xxxx & Wxxxxxxx LLP, 400 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx the date and, immediately following the execution, hereof (the “Closing Date”). The Sellers’ delivery of the Transferred Shares to the Buyers, and Leopard’s and Dragon’s delivery of the Leopard Purchase Price (as defined below) and the Dragon Purchase Price (as defined below), respectively, to the Sellers, shall settle as promptly as practicable, but in any event no later than 12:00 p.m., New York time, on November 12, 2015 (the “Settlement Time”). Upon the terms and subject to the conditions of this Agreement, at the Settlement Time:
Sample 1
Closing Purchase and Sale. Section 1.01 Closing 1 Section 1.02 Purchase and Sale of Purchased Shares 1 Section 1.03 Payment of the Closing Purchase Price 1 Section 1.04 Purchase Price Adjustment 2 ARTICLE II
Sample 1
Closing Purchase and Sale. The Closing of the transaction contemplated by this Agreement (the “Closing”) shall be held at the offices of Gardere Xxxxx Xxxxxx LLP, 0000 Xxxxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000-0000 at 9:00 a.m. central time on December 17, 2007 or such other date as may be mutually agreed upon by the Purchasers and Live Nation (the day on which the Closing takes place being herein referred to as the “Closing Date”). At the Closing, Live Nation will cause the LN Target Companies to sell to the Purchasers, and the Purchasers shall purchase from the LN Target Companies, all of the LN Chicago Interests, free and clear of all encumbrances, as more fully set forth herein.
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Closing Purchase and Sale 
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Related to Closing Purchase and Sale

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million ($1,000,000) (the "Purchase Price") of the Debentures, of which Nine Hundred Eighty Five Thousand Dollars ($985,000) shall be attributable to the First Debentures and Fifteen Thousand Dollars ($15,000) shall be attributable to the Second Debenture. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as Exhibit X-0, Xxxxxxx X-0 and Exhibit B hereto.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchase and Sale of Shares Closing 2.01. Purchase and Sale of the Shares........................................................................... 10 2.02.

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • 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

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