Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of SEVEN THOUSAND and no/100 U.S. Dollars ($7,000) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire as follows. An amount of $7,000 in good funds delivered and cleared to Seller’s account via escrow agent XXXXXXX X. XXXXXX, PA (“Escrow Agent”) (account information as provided by separate communiqué’).
Purchase and Sale and Closing. 2.1 Purchase and Sale 13 2.2 Purchase Price 13 2.3 Closing 14 2.4 Closing Deliveries by Seller to Buyer 15 2.5 Closing Deliveries by Buyer to Seller 15 2.6 Settlement Statements 15 2.7 Express Exclusion of Operations Services from the Purchase and Sale 17 2.8 Withholding 17 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING TIOGA AND THE HYDROCARBON GATHERING COMPANY 3.1 Organization; Good Standing 18 3.2 Authority 18 3.3 Capitalization of the Hydrocarbon Gathering Company 18 3.4 No Conflicts; Consents and Approvals 19 3.5 Compliance with Applicable Laws 19 3.6 Intellectual Property 20 3.7 Absence of Litigation 20 3.8 Real Property 21 3.9 Personal Property 22 3.10 Purchase Orders 23 3.11 Regulatory Status 23 3.12 Environmental Matters 23 3.13 Taxes 24 3.14 Contracts 25 3.15 Employees and Plans 26 3.16 Transactions with Affiliates 27 3.17 Broker’s Commissions 27 3.18 Records 27
Purchase and Sale and Closing. 2 Section 2.1 Purchase and Sale 2 Section 2.2 Purchase Price 3 Section 2.3 Closing 3 Section 2.4 Seller’s Closing Deliverables 3 Section 2.5 Buyer’s Closing Deliverables 4 Section 2.6 Aggregate Net Working Capital Adjustment Amount 5 Section 2.7 Tax Treatment; Allocation of Purchase Price 8 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING SELLER 8 Section 3.1 Organization 8 Section 3.2 Authority 9 Section 3.3 No Conflicts; Consents and Approvals 9 Section 3.4 Interests 9 Section 3.5 Legal Proceedings 9 Section 3.6 Compliance with Laws and Orders 10 Section 3.7 Brokers 10
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of FOURTEEN THOUSAND FIVE HUNDRED and no/100 U.S. Dollars ($14,500) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire as follows. An amount of $14,500 in good funds delivered and cleared to Seller’s account via escrow agent XXXXXXX X. XXXXXX, PA (“Escrow Agent”) (account information as provided by separate communiqué’).
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares, in the amounts as listed in Exhibit “A” hereto, for an aggregate purchase price of TWELVE THOUSAND FIVE HUNDRED and no/100 U.S. Dollars ($12,500) (the "Purchase Price") payable on the Closing Date (as defined below).
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for the purchase price of SEVENTY TWO THOUSAND FIVE HUNDRED EIGHTY ONE and no/100 U.S. Dollars ($72,581) (the "Purchase Price"). Payment shall be in U.S. Dollars, in the form of cash or check as follows. An amount of $72,581 in good funds delivered and cleared to Seller's account via escrow agent TRIVEDI & ASSOCIATES, P.L. ("Escrow Agent") (account information as provided by separate communiqué').
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price TWENTY-FIVE THOUSAND and no/100 U.S. Dollars ($25,000) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire as follows. An amount of $25,000 in good funds delivered and cleared to Seller’s account via WXXXXXX X. XXXXXX, PA (account information as provided by separate communiqué’). Payment of the Purchase Price to such account shall constitute delivery of the Purchase Price to Seller.
Purchase and Sale and Closing. 16 2.1Purchase and Sale 16 2.2Closing 16 2.3Form of Payment 16 2.4Purchase Price 16 2.5Payment of Adjusted Purchase Price 17 2.6Deposit 17 2.7GST and Other Taxes 18 2.8Allocation of Purchase Price 18 ARTICLE 3 CLOSING DELIVERIES 19 3.1Vendor Closing Deliveries 19 3.2Purchaser Closing Deliveries 20 3.3Specific Conveyances 20 3.4Title Documents and Miscellaneous Interests 21 ARTICLE 4 CONDITIONS OF CLOSING 21 4.1Purchaser's Conditions 21 4.2Vendor's Conditions 22 4.3Efforts to Fulfil Conditions Precedent 23 4.4Failure of a Condition 24 ARTICLE 5 REPRESENTATIONS AND WARRANTIES 24 5.1Representations and Warranties of Vendor 24 5.2Limitation on Vendor's Representation and Warranties 27 5.3Acknowledgements 28 5.4Representations and Warranties of Purchaser 29
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY THOUSAND and no/100 U.S. Dollars ($30,000) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire. An amount of $30,000 in good funds delivered and cleared to Seller’s account (account information as provided by separate communiqué’).
Purchase and Sale and Closing. 7 ----------------------------- Section 2.01. Purchase and Sale of Stock and Assets.......7
