Purchase and Sale of the Company Interests. Section 2.1 Purchase and Sale of the Company Interests 18 Section 2.2 Purchase Price 18 Section 2.3 Closing 18 Section 2.4 Purchase Price Adjustments 20 Section 2.5 Purchase Price Allocation 21 Section 2.6 Transfer Taxes 22 Article III. REPRENSENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES Section 3.1 Organization 23 Section 3.2 Noncontravention 23 Section 3.3 Capitalization 24 Section 3.4 Ownership 24 Section 3.5 Government Authorizations 24 Section 3.6 Financial Statements 24 Section 3.7 Undisclosed Liabilities 25 Section 3.8 Absence of Certain Changes 25 Section 3.9 Tax Matters 25 Section 3.10 Real Property 26 Section 3.11 Environmental Matters 27 Section 3.12 Contracts 28 Section 3.13 Insurance 28 Section 3.14 Litigation 29 Section 3.15 Employee Matters 29 Section 3.16 Labor Matters 29 Section 3.17 Legal Compliance 29 Section 3.18 Brokers' Fees 30 Section 3.19 Permits 30 Section 3.20 Regulatory Status 30 Section 3.21 Intellectual Property 30 Section 3.22 JV Project Companies 31 Section 3.23 Non-JV Project Company Assets 31 Section 3.24 Due Diligence Materials 31 Article IV. PRESENTATIONS AND WARRANTIES REGARDING SELLER Section 4.1 Organization 32 Section 4.2 Authorization 32 Section 4.3 Noncontravention 32 Section 4.4 Brokers' Fees 32 Section 4.5 Litigation 32 Section 4.6 No Additional Representations and Warranties 32
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer free and clear of all Liens (other than any restrictions on sales of securities under applicable securities Laws), all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, the Company Interests, free and clear of any Liens.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Buyers agree to purchase from Sellers, and Sellers agree to sell to Buyers, all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire, accept, assume and receive from Seller, subject to Permitted Encumbrances, all of Seller’s right, title and interest in and to the Company Interests as the same shall exist and be held by Seller immediately prior to Closing, and Seller shall make the other conveyances, assignments and transfers contemplated by Section 3.2(a), subject to Permitted Encumbrances, and Buyer shall assume the Assumed Liabilities as contemplated by Section 3.2(a)(ii). For the avoidance of doubt, this Agreement does not, and is not intended to, require a conveyance to Buyer of any Non-LLC Assets.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Xxxxx agrees to purchase from Seller, and Xxxxxx agrees to sell to Buyer, all of the Company Interests, free and clear of all Liens (other than those imposed under applicable securities Laws), at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. Upon and subject to the terms herein, at Closing, the Sellers will sell, assign and transfer to Buyer, and Buyer will purchase from the Sellers, all of the Company Interests.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions set forth herein and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing, the Sellers shall sell to Buyer, and Buyer will purchase from the Sellers, the respective Company Interests of the Sellers, free and clear of all Liens.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers will sell, transfer and deliver to Buyer, and Buyer will purchase from Sellers, all of the Company Interests for an aggregate purchase price (the “Purchase Price”) equal to (a) $120,400,000 (ONE HUNDRED TWENTY MILLION, FOUR HUNDRED THOUSAND DOLLARS) (the “Base Purchase Price”) plus (b) the Closing Working Capital Adjustment Amount whether positive or negative, plus (c) the Closing Cash, minus (d) the Closing Outstanding Debt, minus (e) the Swap Amount, minus (f) Qualifying Net Income, minus (g) Company Transaction Expenses and plus (h) the Production Earnout Payment.
