PURCHASE AND SALE 10 Sample Clauses

PURCHASE AND SALE 10. Section 2.1. Purchase and Sale of Purchased Assets; Consideration 10 Section 2.2. Purchased Assets; Excluded Assets 10 Section 2.3. Assumed Liabilities; Excluded Liabilities 11 Section 2.4. Closing; Closing Deliverables 11 Section 2.5. Milestone Payment 12 Section 2.6. Earnout Payments 12 Section 2.7. Commercially Reasonable Efforts 13 Section 2.8. Withholding 13 Section 2.9. Allocation 14
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PURCHASE AND SALE 10. Section 2.01. Execution and Delivery of this Agreement 10 Section 2.02. First Tranche Purchase and Sale 10 Section 2.03. First Tranche Purchase Price 11 Section 2.04. Transactions to be Effected at the First Closing 11 Section 2.05. Second Tranche Purchase and Sale 11 Section 2.06. Second Tranche Purchase Price 12 Section 2.07. Transactions to be Effected at the Second Closing 12 Section 2.08. Closing 13
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PURCHASE AND SALE 10. Section 2.01 Purchase and Sale of the Class A Note 10 Section 2.02 Initial Purchase Price 11 Section 2.03 Incremental Fundings 11 Section 2.04 Extension of Purchase Expiration Date 11 Section 2.05 Reduction or Increase of the Class A Note Maximum Principal Balance 13 Section 2.06 Calculation of Monthly Interest 13 ARTICLE III CLOSING 14 Section 3.01 Closing 14 Section 3.02 Transactions to be Effected at the Closing 15
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PURCHASE AND SALE 10. Section 2.1 Purchase and Sale of the Shares 10 Section 2.2 Purchase Price 10 Section 2.3 Adjustment to Purchase Price 11 Section 2.4 Closing 13 Section 2.5 Purchase Price Allocation 13
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PURCHASE AND SALE 10. Section 2.01 Purchase and Sale of Assets 10 Section 2.02 Excluded Assets 11 Section 2.03 Assumed Liabilities 12 Section 2.04 Excluded Liabilities 13 Section 2.05 Purchase Price 14 Section 2.06 Earn-Out Payments 14 Section 2.07 Allocation of Purchase Price 17 Section 2.08 Non-assignable Assets 17 ARTICLE III CLOSING 18 Section 3.01 Closing 18 Section 3.02 Transactions to be Effected at the Closing 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 20 Section 4.01 Organization and Qualification of Seller 20 Section 4.02 Authority of Seller 20 Section 4.03 No Conflicts; Consents 21 Section 4.04 Financial Statements 21 Section 4.05 Absence of Certain Developments 22 Section 4.06 Material Contracts 22 Section 4.07 Purchased Assets; Title 24 Section 4.08 Sufficiency of Assets 25 Section 4.09 Real Property 25 Section 4.10 Intellectual Property 26 Section 4.11 Legal Proceedings; Governmental Orders 27 Section 4.12 Compliance With Laws; Permits 27 Section 4.13 Environmental Matters 28 Section 4.14 Taxes 28 Section 4.15 Insurance 29 Section 4.16 Transactions with Insiders 29 Section 4.17 Suppliers and Vendors; Customers 29 Section 4.18 Labor Matters; Employee Benefits 29 Section 4.19 Undisclosed Liabilities 31 Section 4.20 Brokers 31 Section 4.21 SEC Reports 32 Section 4.22 No Other Representations and Warranties 32 Section 4.23 Independent Investigation 32 Table of Contents (Continued) Page
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PURCHASE AND SALE 10. Section 2.1Purchase and Sale of Purchased Assets; Purchase Price 10 Section 2.2Purchased Assets; Excluded Assets 11 Section 2.3Assumed Liabilities; Excluded Liabilities 12 Section 2.4Closing; Closing Deliverables 13 Section 2.5Third Party Consents 15 Section 2.6Purchase Price Allocation 16
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Related to PURCHASE AND SALE 10

  • 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 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 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.

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Purchase and Sale of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

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

  • Purchase and Sale of Shares 2.1.1. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer, free and clear of all Liens (other than Liens under the Securities Act and any other applicable state or foreign securities Laws), and Buyer shall purchase from Seller, all right, title and interest in and to the Shares.

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