PURCHASE AND SALE 2. Section 2.1 Purchase and Sale 2 Section 2.2 Assets 2 Section 2.3 Excluded Assets 3 Section 2.4 Effective Time; Proration of Costs and Revenues 3 Section 2.5 Procedures 4
PURCHASE AND SALE 2. 1. The Sale . . . . . . . . . . . . . . . . . . . . . . . 10 2.2. Excluded Assets . . . . . . . . . . . . . . . . . . . 10 2.3.
PURCHASE AND SALE 2. Section 2.1 Purchase and Sale 2 Section 2.2 Certain Definitions 2 Section 2.3 Information About the Leases 5 ARTICLE 3 PURCHASE PRICE 5
PURCHASE AND SALE 2. Section 1.1 Purchase and Sale of the Subject Securities 2 Section 1.2 The Closing 2
PURCHASE AND SALE 2. Section 2.1. Purchase and Sale of Assets 2 ARTICLE III. PURCHASE PRICE 2 Section 3.1. Purchase Price 2 Section 3.2. Purchase Price Payment 2 Section 3.3. Determination of the Guaranteed Percentages 3 Section 3.4. Profit Sharing 3 Section 3.5. Claim Service Agreements 4 Section 3.6. Resolution of Disputes 4
PURCHASE AND SALE 2. 1 The Purchaser agrees to purchase and the Seller agrees to sell all its right, title and interest in the Property at a purchase price of Forty-two Million Dollars Canadian (Cdn. $42,000,000) payable by cash or certified cheque on closing, subject to adjustments as hereinafter provided. 2.2 The parties acknowledge and agree that the purchase price has been allocated as follows: Shares of TEC Hotels.................................... $ 450,000.00 FF & E.................................................. $ 4,652,000.00 FF & E reserve.......................................... $ 1,280,840.00 Leasehold interest and building......................... $35,561,660.00 Intangibles............................................. $ 55,500.00 -------------- TOTAL................................................. $42,000,000.00 ==============
PURCHASE AND SALE 2. Section 2.01. Purchase and Sale of Assets. 2 Section 2.02. Assignment of Contracts and Rights; Third Party Consents. 8 Section 2.03. Closing. 9 Section 2.04. Purchase Price. 9 Section 2.05. Closing Deliveries by the Sellers. 9 Section 2.06. Closing Deliveries by the Buyer. 10 Section 2.07. Adjustment of Purchase Price. 11 Section 2.08. Allocation of Certain Items. 13 Section 2.09. Allocation of Purchase Price. 14 Section 2.10. Withholding. 14
PURCHASE AND SALE 2. 1 Purchase and Sale of the Sold Assets. Except as provided for in Section 2.7(e) of this Agreement, on the Closing Date and subject to the terms and conditions set forth in this Agreement, the Seller hereby sells, assigns, transfers, conveys and delivers to the Buyer, and the Buyer shall purchase and acquire from the Seller, free and clear of all Encumbrances, other than Permitted Encumbrances, all of the Seller’s right, title and interest in, to and under the Sold Assets. The term “Sold Assets” shall mean all of the Seller’s right, title and interest in and to all of the assets (other than the Excluded Assets) of whatever kind and nature, whether, real, personal, tangible or intangible, that are owned, leased or licensed by the Seller related primarily to the Business on the date hereof, including all right, title and interest of Seller in, to and under the following provided that the only contracts, agreements or obligations which are Sold Assets shall be the Sold Contracts: (a) all Tangible Personal Property related primarily to the Business, including those described or listed on Schedule 2.1(a) and any Indego Devices that are
PURCHASE AND SALE 2. 1 Purchase and Sale of Membership Interests and Minority-Owned Shares. Upon the terms and subject to the conditions of this Agreement: (a) Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of the Membership Interests, free and clear of any Liens, for an aggregate purchase price (the “Company Purchase Price”) in cash equal to the Seller’s Pro Rata Percentage of the Base Price, as adjusted pursuant to Section 2.4 and Section 2.5; and (b) Each Minority Shareholder agrees to sell to Buyer, and Buyer agrees to purchase from the Minority Shareholders, all of the Minority-Owned Shares, free and clear of any Liens, for an aggregate purchase price (the “Share Purchase Price”) in cash equal to the aggregate Minority Shareholders' Pro Rata Percentages of the Base Price, as adjusted pursuant to Section 2.4 and Section 2.5; provided that, upon written notice to the Seller Parties prior to the Closing Date, Buyer may assign its right to receive the Minority-Owned Shares to any Affiliate of Buyer (including the Company) -by designating such Affiliate in such notice. 2.2
PURCHASE AND SALE 2. 1 Purchase and Sale 2.2 Assumption of Rights and Liabilities 2.3 Reimbursement for Ineligible Accounts
