Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for the purchase price of TWENTY NINE THOUSAND FIVE HUNDRED EIGHT and no/100 U.S. Dollars ($29,508) (the “Purchase Price”). Payment shall be in U.S. Dollars, in the form of cash or check as follows. An amount of $29,508 in good funds delivered and cleared to Seller’s account via escrow agent XXXXXXX X. XXXXXX, PA (“Escrow Agent”) (account information as provided by separate communiqué’).
Purchase and Sale and Closing. 2 Section 2.1 Purchase and Sale 2 Section 2.2 Purchase Price 3 Section 2.3 Closing 3 Section 2.4 Seller’s Closing Deliverables 3 Section 2.5 Buyer’s Closing Deliverables 4 Section 2.6 Aggregate Net Working Capital Adjustment Amount 5 Section 2.7 Tax Treatment; Allocation of Purchase Price 8 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING SELLER 8 Section 3.1 Organization 8 Section 3.2 Authority 9 Section 3.3 No Conflicts; Consents and Approvals 9 Section 3.4 Interests 9 Section 3.5 Legal Proceedings 9 Section 3.6 Compliance with Laws and Orders 10 Section 3.7 Brokers 10
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY SEVEN THOUSAND FOUR HUNDRED and no/100 U.S. Dollars ($37,400) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire as follows. An amount of $37,400 in good funds delivered and cleared to Seller’s account via escrow agent XXXXXXX X. XXXXXX, PA (“Escrow Agent”) (account information as provided by separate communiqué’).
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY SEVEN THOUSAND FIVE HUNDRED and no/100 U.S. Dollars ($37,500) (the "Purchase Price") payable on the Closing Date (as defined below).
Purchase and Sale and Closing. 11 Section 2.01. Purchase and Sale 11 Section 2.02. Purchase Price 11 Section 2.03. Closing 11 Section 2.04. Closing Deliveries by Seller 11 Section 2.05. Closing Deliveries by Buyer 12 Section 2.06. Working Capital Adjustment 12 Section 2.07. Third-Party Credits 13 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 14 Section 3.01. Organization; Good Standing 14 Section 3.02. Capitalization of the Company 14 Section 3.03. No Conflicts; Consents and Approvals 15 Section 3.04. Financial Statements; Absence of Undisclosed Liabilities 15 Section 3.05. Absence of Changes 15 Section 3.06. Compliance with Applicable Laws 16 Section 3.07. Absence of Litigation 17 Section 3.08. Insurance 17 Section 3.09. Real and Personal Property 17 Section 3.10. Regulatory Status 17 Section 3.11. Environmental Matters 18 Section 3.12. Taxes 18 Section 3.13. Material Contracts 19 Section 3.14. Bank Accounts 20 Section 3.15. Surety Bonds and Credit 21 Section 3.16. Employees 21 Section 3.17. No Indebtedness 21 Section 3.18. Related Party Transactions 21 Section 3.19. No Bankruptcy 21 Section 3.20. Broker’s Commissions 21 Section 3.21. Commercial Counterparties 22 Section 3.22. Sufficiency of Assets. . 22 Section 3.23. Books and Records 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 22 Section 4.01. Organization; Good Standing 22 Section 4.02. Authority 22 Section 4.03. Ownership of the Company Interests 22 Section 4.04. No Conflicts; Consents and Approvals 23 Section 4.05. Legal Proceedings 23 Section 4.06. No Bankruptcy 23 Section 4.07. Broker’s Commissions 23 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 23 Section 5.01. Organization 23
Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY THOUSAND and no/100 U.S. Dollars ($30,000) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire. An amount of $30,000 in good funds delivered and cleared to Seller’s account (account information as provided by separate communiqué’).
Purchase and Sale and Closing. Section 2.01 Purchase and Sale Section 2.02 Purchase Price Section 2.03 Closing Section 2.04 Closing Deliveries by Seller to Buyer Section 2.05 Closing Deliveries by Buyer Section 2.06 Post-Closing Adjustment Section 2.07 Allocation of Purchase Price Section 2.08 Calculation of Estimated Purchase Price
Purchase and Sale and Closing. 16 2.1Purchase and Sale 16 2.2Closing 16 2.3Form of Payment 16 2.4Purchase Price 16 2.5Payment of Adjusted Purchase Price 17 2.6Deposit 17 2.7GST and Other Taxes 18 2.8Allocation of Purchase Price 18 ARTICLE 3 CLOSING DELIVERIES 19 3.1Vendor Closing Deliveries 19 3.2Purchaser Closing Deliveries 20 3.3Specific Conveyances 20 3.4Title Documents and Miscellaneous Interests 21 ARTICLE 4 CONDITIONS OF CLOSING 21 4.1Purchaser's Conditions 21 4.2Vendor's Conditions 22 4.3Efforts to Fulfil Conditions Precedent 23 4.4Failure of a Condition 24 ARTICLE 5 REPRESENTATIONS AND WARRANTIES 24 5.1Representations and Warranties of Vendor 24 5.2Limitation on Vendor's Representation and Warranties 27 5.3Acknowledgements 28 5.4Representations and Warranties of Purchaser 29
Purchase and Sale and Closing. Section 2.01 Purchase and Sale 10 Section 2.02 Purchase Price. 10 Section 2.03 Closing 11 Section 2.04 Closing Deliveries by Sellers to Purchaser 11 Section 2.05 Closing Deliveries by Purchaser to Sellers 12 Section 2.06 Post-Closing Adjustment. 12 Section 2.07 Closing Date Cash 13 Section 2.08 Purchase Price Allocation 13 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING SELLERS Section 3.01 Organization and Qualification 14 Section 3.02 Authority 14 Section 3.03 No Conflicts; Consents and Approvals 14 Section 3.04 Ownership of Interests 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY Section 4.01 Organization and Qualification 15 Section 4.02 No Conflicts; Consents and Approvals 15 Section 4.03 Subsidiaries; No Other Business 15 Section 4.04 Litigation 15 Section 4.05 Compliance with Laws; Permits. 16
Purchase and Sale and Closing. 7 ----------------------------- Section 2.01. Purchase and Sale of Stock and Assets.......7
