PURCHASE AND SALE 1. Section 1.1 Purchase and Sale 1 Section 1.2 Assets 1 Section 1.3 Excluded Assets 3 Section 1.4 Effective Time 4 ARTICLE 2 PURCHASE PRICE 6 Section 2.1 Purchase Price 6 Section 2.2 Adjustment to Purchase Price 6 Section 2.3 Allocation of Purchase Price 7 Section 2.4 Earn-Out 7 ARTICLE 3 POST-CLOSING CONSENTS 8 Section 3.1 Post-Closing Consents 8 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER 9 Section 4.1 Existence and Qualification 9 Section 4.2 Power 9 Section 4.3 Authorization and Enforceability 9 Section 4.4 No Conflicts 9 Section 4.5 Broker’s or Finder’s Fees 9 Section 4.6 Leases and Unit 9 Section 4.7 Compliance with Laws 10 Section 4.8 Environmental Matters 10 Section 4.9 Preferential Purchase Rights and Material Required Consents 10 Section 4.10 Litigation 10 Section 4.11 Bankruptcy 11 Section 4.12 Taxes 11 Section 4.13 Certain Disclaimers 11 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF PURCHASER 12 Section 5.1 Existence 12 Section 5.2 Power 12 Section 5.3 Authorization and Enforceability 12 Section 5.4 No Conflicts 13 Section 5.5 Broker’s and Finder’s Fees 13 Section 5.6 Bankruptcy 13
PURCHASE AND SALE 1. The Closing -----------
PURCHASE AND SALE 1. Section 1.2. Assets 1 Section 1.3. Excluded Assets 3 Article II PURCHASE PRICE 4
PURCHASE AND SALE 1. Section 2.1. Purchase and Sale of Company Interests; Letter of Credit 1 Section 2.2. Closing 2 Section 2.3. Transactions to be Effected at the Closing 2 Section 2.4. Withholding 3 Section 2.5. Purchase Price Adjustment 3
PURCHASE AND SALE 1. Section 1.2 Assets 1 Section 1.3 Excluded Assets 3
PURCHASE AND SALE 1. Section 1.1 Agreement to Purchase and Sell. 1
PURCHASE AND SALE 1. 1 The Seller hereby agrees to sell, assign, transfer and deliver to the Buyers’ Rep., and the Buyers’ Rep. hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of US $650,000 (the “Purchase Price”) to be paid in accordance with the provisions of Section 1.3 below. The Purchase Price has been calculated based upon the following:
PURCHASE AND SALE 1. Section 1.1 Agreement of Purchase and Sale 1 Section 1.2 Property Defined 3 Section 1.3 Purchase Price 3 Section 1.4 Termination of Merger Agreement 4 Section 1.4 Payment of the Purchase Price 5
PURCHASE AND SALE 1. Section 1.1 Purchase and Sale of the Shares 1 Section 1.2 Closing 5
PURCHASE AND SALE 1. Section 1.2 Assets 1 Section 1.3 Excluded Assets 3 ARTICLE II 4 PURCHASE PRICE 4 Section 2.1 Purchase Price 4 Section 2.2 Performance Deposit 4
