Purchase and Sale Assumption of Certain Liabilities. 16 2.1 Purchase and Sale of Assets....................................................................16 2.2
Purchase and Sale Assumption of Certain Liabilities. 1 Section 2.1 Purchase and Sale 1 Section 2.2 Auctioned Assets and Retained Assets 2 Section 2.3 Assumed Obligations and Retained Liabilities 6 Section 2.4 Third Party Consents 11 ARTICLE III - Purchase Price 11 Section 3.1 Purchase Price 11 Section 3.2 Certain Post-Closing Adjustments 12 Section 3.3 Allocation of Purchase Price 13 Section 3.4 PPA-Related Purchase Price Adjustments 14 ARTICLE IV - The Closing 15 Section 4.1 Time and Place of Closing 15 Section 4.2 Payment of Estimated Purchase Price 16 ARTICLE V - Representations and Warranties of Seller 16 Section 5.1 Organization; Qualification 17 Section 5.2 Authority Relative to This Agreement 17 Section 5.3 Consents and Approvals; No Violation 17 Section 5.4 Personal Property 18 Section 5.5 Real Estate 18 Section 5.6 Leases 18 Section 5.7 Certain Contracts and Arrangements 18 Section 5.8 Legal Proceedings 18 Section 5.9 Permits; Compliance with Law 19 Section 5.10 Environmental Matters 19 Section 5.11 Labor Matters 20 Section 5.12 ERISA; Benefit Plans 20 Section 5.13 Taxes 21 Section 5.14 Undisclosed Liabilities 21 Section 5.15 Brokers 22 Section 5.16 Insurance 22 Section 5.17 Disclaimers 22 ARTICLE VI - Representations and Warranties of Buyer 23 Section 6.1 Organization 23 Section 6.2 Authority Relative to This Agreement 23 Section 6.3 Consents and Approvals; No Violation 23 Section 6.4 Availability of Funds 24
Purchase and Sale Assumption of Certain Liabilities. 2.1 Purchase and Sale of Assets.
Purchase and Sale Assumption of Certain Liabilities. 8 2.1 Purchase and Sale of Assets 8 2.2 Assignment and Assumption of Liabilities 10 2.3 Excluded Assets 10 2.4 No Other Liabilities Assumed 12 2.5 Deemed Consents and Cure Payments 13
Purchase and Sale Assumption of Certain Liabilities. 19 2.1 Purchase and Sale of Assets 19 2.2 Excluded Assets 21 2.3 Assignment and Assumption of Liabilities 22 2.4 No Other Liabilities Assumed 23 2.5 Revisions to Schedules 25 2.6 Deemed Consents and Cures 26 2.7 Obligations in Respect of Required Consents 26 2.8 Disposition of Designated Remaining Contracts 26 2.9 Post-Closing Assignment of Contracts 27 2.10 Deposit 27 ARTICLE III BASIC TRANSACTION 28 3.1 Purchase Price 28 3.2 Payment of Purchase Price at Closing 28
Purchase and Sale Assumption of Certain Liabilities
