PURCHASE AND SALE OF PURCHASED. ASSETS 6 2.1 Basic Transaction 6 2.2 Assumption of Liabilities 8 2.3 Purchase Price 11 2.4 Closing Transactions 12 2.5 Earn-Out 13 2.6 Allocation of the Purchase Price 13 2.7 Nonassignable Contracts 13 ARTICLE III CONDITIONS TO CLOSING 13 3.1 Conditions to Buyer’s Obligation 13 3.2 Conditions to Seller’s Obligations 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 15 4.1 Organization and Corporate Power 15 4.2 Authorization; No Breach 15 4.3 Subsidiaries 16 4.4 Financial Statements 16 4.5 Absence of Undisclosed Liabilities 17 4.6 Accounts Payable 17 4.7 No Material Adverse Change 17 4.8 Absence of Certain Developments 17 4.9 Leased Real Property 19 4.10 Assets 20 4.11 Tax Matters 20 4.12 Contracts and Commitments 21 4.13 Proprietary Rights 22 4.14 Litigation 23 4.15 Brokerage 23 4.16 Employees 23 4.17 Employee Benefit Plans 24 4.18 Compliance with Laws; Permits; Certain Operations 25 4.19 Environmental Matters 25 4.20 Names and Locations 26 4.21 Suppliers 26
PURCHASE AND SALE OF PURCHASED. STOCK The Company hereby sells and delivers to the Seller, and the Seller hereby purchases from the Company, the Purchased Stock, at a purchase price of $1.25 per share (which the parties agree is the fair market value of the Common Stock), or an aggregate purchase price for all the Purchased Stock of $487,310 (the "Stock Price") as reflected in paragraph 1.(e) below.
PURCHASE AND SALE OF PURCHASED. ASSETS 2.1 Purchase and Sale of Purchased Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 2.2
PURCHASE AND SALE OF PURCHASED. SHARES 16
PURCHASE AND SALE OF PURCHASED. SHARES 2.1
PURCHASE AND SALE OF PURCHASED. SHARES 1 Section 1.1 Purchase and Sale of Purchased Shares 1 ARTICLE 2 PURCHASE PRICE 2 Section 2.1 Purchase Price and Closing Payment 2 Section 2.2 Deposit Escrow Amount 2 Section 2.3 Indemnity Escrow 2 Section 2.4 Initial Working Capital 3 Section 2.5 Final Working Capital Adjustment 3 Section 2.6 Termination and Payments of Inter-Company Indebtedness and Affiliate Transactions 5
PURCHASE AND SALE OF PURCHASED. ASSETS 1 1.1 Basic Transaction 1 1.2 Assumption of Liabilities 4 1.3 Consideration 5 1.4 Proration 7 1.5 Closing Transations 8 ARTICLE II - CONDITIONS TO CLOSING 10 2.1 Conditions to Purchaser's Obligations 10 2.2 Conditions to Seller's Obligations 13 ARTICLE III - REPRESENTATIONS AND WARRANTIES OF SELLER 14 3.1 Organization and Corporate Power 14 3.2 Authorization; No Breach; Approvals 14 3.3 No Material Adverse Change 15 3.4 Financial Statements 15 3.5 Books and Records 15 3.6 Financial Documents 15 3.7 Absence of Certain Developments 15 3.8 Leased Real Property 16 3.9 Assets 19 3.10 Taxes 19 3.11 Contracts and Commitments 20 3.12 Proprietary Rights 21 3.13 Litigation 21 3.14 Brokerage 21 3.15 Employees 22 3.16 Employee Benefit Plans; ESOP 23
PURCHASE AND SALE OF PURCHASED. SECURITIES 1 1.1 Purchase and Sale of Stock............................ 1 1.2
PURCHASE AND SALE OF PURCHASED. ASSETS 9 2.1 Basic Transaction 9 2.2 Assumption of Liabilities 11 2.3 Purchase Price 13 2.4 Closing Transactions 14 2.5 Allocation of the Purchase Price 15 2.6 Nonassignable Contracts 15 2.7 Contingent Purchase Price Payments 16 2.8 Distributor Contracts 19 ARTICLE III CONDITIONS TO CLOSING 19 3.1 Conditions to Buyer’s Obligation 19 3.2 Conditions to Seller’s Obligations 21
PURCHASE AND SALE OF PURCHASED. SHARES 12 2.1 Purchase and Sale of Purchased Shares 12 2.2 Purchase Price 12 ARTICLE 3 CLOSING ARRANGEMENTS 13 3.1 Place of Closing 13 3.2 Delivery of Certificates 13 3.3 Payment of the Purchase Price 13 ARTICLE 4 REPRESENTATIONS AND WARRANTIES 14 4.1 Representations and Warranties of the Vendors 14 4.2 Representations and Warranties of the Purchaser 25 4.3 Non-Waiver 27 4.4 Nature and Survival of Vendor’s Representations and Warranties 27 4.5 Survival of Purchaser’s Representations and Warranties 27 ARTICLE 5 COVENANTS OF THE PARTIES PRIOR TO CLOSING 28 5.1 Operations before Closing 28 5.2 Approvals and Consents 30 5.3 Access and Information 30 5.4 Nature and Survival of Covenants 31 ARTICLE 6 CONDITIONS PRECEDENT TO THE PERFORMANCE BY THE PARTIES OF THEIR OBLIGATIONS UNDER THIS AGREEMENT 31 6.1 The Purchaser’s Conditions 31 6.2 Conditions of the Vendors 35
