Purchase and Sale of Stock and Assets. Subject to the terms and conditions hereof, at Closing (as herein defined), effective as of the Effective Time (as herein defined), in exchange for the Adjusted Purchase Price (as herein defined):
Purchase and Sale of Stock and Assets. (a) At the Closing, and upon all of the terms and subject to the fulfillment or waiver by the Party benefiting therefrom of all of the conditions of this Agreement:
Purchase and Sale of Stock and Assets. 2.1 Transfer of Stock and Assets............................. 11 2.2 Sublease................................................. 12 2.3
Purchase and Sale of Stock and Assets. Subject to the terms and conditions of this Agreement, Seller hereby agrees to, and to cause the other Seller Entities to, sell, assign, transfer and convey to the Purchaser the Purchased Shares and Purchased Assets, for good and valuable consideration including the payment by the Purchaser of the Purchase Price and the assumption by the Purchaser of the Assumed Liabilities.
Purchase and Sale of Stock and Assets. Section 2.1 Purchase and Sale of B&K Companies Stock and Joint Venture Interests 33 Section 2.2 Purchase and Sale of Purchased Assets; Excluded Assets 33 Section 2.3 Consideration 34 Section 2.4 Assumed and Retained Liabilities 34 Section 2.5 Third Party Consents 35 Section 2.6 Deferred Purchase Price 36 ARTICLE III
Purchase and Sale of Stock and Assets. Section 2.1 Purchase and Sale of B&K Companies
Purchase and Sale of Stock and Assets. . . . . 1
Purchase and Sale of Stock and Assets. Section 2.1 Purchase and Sale of Analytical Technologies Companies Stock and Joint Venture Interests 32 Section 2.2 Purchase and Sale of Purchased Assets; Excluded Assets 32 Section 2.3 Consideration 33 Section 2.4 Assumed and Retained Liabilities 33 Section 2.5 Third Party Consents 33 ARTICLE III
Purchase and Sale of Stock and Assets. CLOSING 8 Section 2.1 Purchase and Sale of Assets 8 Section 2.2 Assumed Liabilities 8 Section 2.3 Closing 8 Section 2.4 Purchase Price 8 Section 2.5 Closing Deliveries by Seller 8 Section 2.6 Closing Deliveries by Buyer 9 Section 2.7 Allocation of Purchase Price 10 Section 2.8 New Employees 10 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 11 Section 3.1 Organization, Good Standing, Qualification and Authority 11 Section 3.2 No Conflict or Violation 12 Section 3.3 Consents and Approvals 12 Section 3.4 Title to Assets; Sufficiency 12 Section 3.5 Real Property 12 Section 3.6 Financial Statements 12 Section 3.7 Events Subsequent to Most Recent Fiscal Year End 13 Section 3.8 Undisclosed Liabilities 14 Section 3.9 Legal Compliance 14 Section 3.10 Tax Matters 15 Section 3.11 Insurance 16 Section 3.12 Intellectual Property 16 Section 3.13 Employees 20 Section 3.14 Legal Compliance 20 Section 3.15 Contracts 20 Section 3.16 Litigation 21 Section 3.17 Brokers’ and Finders’ Fees 21 Section 3.18 Notes and Accounts Receivable 21 Section 3.19 Employee Benefit Plans 21 Section 3.20 Environmental, Health, and Safety Matters 22 Section 3.21 Certain Business Relationships with Seller 22 Section 3.22 Customers and Suppliers 22 Section 3.23 Limitation of Representations and Warranties 22
Purchase and Sale of Stock and Assets. ..7 Section 2.1 Sale and Transfer of the Shares...............................................7 Section 2.2 Sale and Transfer of the Assets...............................................7 Section 2.3 Retained Assets...............................................................9 Section 2.4
