Purchase and Sale of Assets Closing Sample Clauses

Purchase and Sale of Assets Closing. 12 2.1 Purchase and Sale of Assets; Excluded Assets ............................................. 12 2.1.1 Acquired Assets ................................................................. 12 2.1.2 Excluded Assets ................................................................. 13 2.2 Consideration for Transfer of the Acquired Assets ........................................ 14 2.3
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of Assets Closing. 12 2.1 Purchase and Sale of Assets; Excluded Assets.................12 2.1.1
Sample 1
Purchase and Sale of Assets Closing. 2 1.1. Closing...................................................................................... 2 1.2. Transfer of Assets........................................................................... 3 1.3. Ceding Commission; Payment................................................................... 5 1.4.
Sample 1
Purchase and Sale of Assets Closing. 23 Section 2.01 Purchase and Sale of Purchased Assets 23 Section 2.02 Reserved 29 Section 2.03 Closing Purchase Price 29 Section 2.04 Closing 29 Section 2.05 Adjustments to Purchase Price 30 Section 2.06 Further Assurances; Post-Closing Cooperation 32 Section 2.07 Withholding 34 Section 2.08 Proration of Charges 35 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS 36 Section 3.01 Legal Existence 36 Section 3.02 Authority 36 Section 3.03 No Conflicts 36 Section 3.04 Governmental or Regulatory Approvals; Filings 37 Section 3.05 Legal Proceedings 37 Section 3.06 Brokers 38 Section 3.07 Financial Statements and Condition 38 Section 3.08 No Undisclosed Liabilities 38 Section 3.09 Absence of Changes 38 Section 3.10 Compliance with Laws 38 Section 3.11 Real Property 39 Section 3.12 Personal Property 40 Section 3.13 Intellectual Property 40 Section 3.14 Seller Contracts 40 Section 3.15 Taxes 43 Section 3.16 Employee Matters 44 Section 3.17 Insurance 46 Section 3.18 Environmental Matters 46 Section 3.19 Permits and Regulatory Matters 47 Section 3.20 Affiliate Transactions 47 Section 3.21 Condition of Assets 48 Section 3.22 Hedging Arrangements 48 Section 3.23 Capital Expenditures 48 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 48 Section 4.01 Legal Existence 48 Section 4.02 Authority 48 Section 4.03 No Conflicts 49 Section 4.04 Governmental or Regulatory Approvals 49 Section 4.05 Legal Proceedings 49 Section 4.06 [Reserved] 49 Section 4.07 Brokers 49 Section 4.08 Financing 50 Section 4.09 Exon-Xxxxxx 50 ARTICLE V COVENANTS RELATING TO SELLERS 50 Section 5.01 Investigation by Purchaser 51 Section 5.02 Conduct of Business 51 Section 5.03 Certain Restrictions 51 Section 5.04 Governmental Approvals; Third Party Consents 54 Section 5.05 Governmental Filings 55 Section 5.06 Financing Cooperation 55 Section 5.07 Books and Records 57 Section 5.08 Replacement of Security 57 Section 5.09 Exclusivity 58 Section 5.10 Cure Claims 58
Sample 1
Purchase and Sale of Assets Closing. Section 1.1.
Sample 1
Purchase and Sale of Assets Closing. 10 Section 2.1 Sale and Transfer of Assets..............................................10 Section 2.2
Sample 1
Purchase and Sale of Assets Closing. 16 2.1 Purchase and Sale of Assets 16 2.2 Assumption of Liabilities 16 2.3 Purchase Price 16 2.4 Post-Closing Purchase Price Adjustment 17 2.5 Allocation of Purchase Price 19 2.6 Closing 19 2.7 Closing Obligations 20 2.8 Continuing Contracts 22 2.9 Condition of Assets 22 2.10 Tax and Other Adjustments 23
Sample 1
AutoNDA by SimpleDocs
Purchase and Sale of Assets Closing 
Sample 1Sample 2Sample 3See All (49)

Related to Purchase and Sale of Assets Closing

  • Purchase and Sale of Assets (a) Upon and subject to the terms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, transfer, convey, assign and deliver to the Buyer, at the Closing, for the consideration specified below in this Article I, all right, title and interest in, to and under the Acquired Assets.

  • 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”):

  • Merger and Sale of Assets If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person (hereinafter referred to as a "Merger Event"), then, as a part of such Merger Event, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive, upon exercise of the Warrant, the number of shares of preferred stock or other securities of the successor corporation resulting from such Merger Event, equivalent in value to that which would have been issuable if Warrantholder had exercised this Warrant immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the Merger Event to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable) shall be applicable to the greatest extent possible.

  • 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 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

  • 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 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 Common Shares (a) Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties set forth in Schedule B to this Agreement, the Purchaser hereby agrees to purchase from the Company and the Company hereby agrees to sell to the Purchaser, on the Closing Date, 104,500,000 Common Shares (the “Purchased Shares”) at a price of $48.60 per Purchased Share for an aggregate purchase price of $5,078,700,000 (the “Share Purchase Price”).

  • Merger/Sale of Assets A merger or consolidation of the Company whether or not approved by the Board, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

Time is Money Join Law Insider Premium to draft better contracts faster.