PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES Sample Clauses

PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES. 2.1 Purchase and Sale of Interests 21 2.2 Time and Place of Closing 21 2.3 Deliveries at Closing 22 2.4 Contingent Consideration 23 2.5 True-Up Payment 34 2.6 Withholding 35 Article III Representations and Warranties of SELLER
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PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES. Section 1.1 Purchase and Sale of Interests 2 Section 1.2 Time and Place of Closing 2 Section 1.3 Deliveries at Closing 3 Section 1.4 Purchase Price Adjustment 4 Section 1.5 Withholding 7 Section 1.6 Value Added Tax 7 Section 1.7 Purchase Price Allocation 8 ARTICLE II
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PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES. 1.1 Purchase and Sale of Company Equity Interests 2 1.2 Time and Place of Closing 2 1.3 Deliveries at Closing 2 1.4 Indemnification Escrow Fund and Adjustment Escrow Fund 4 1.5 Working Capital Reconciliation 5 1.6 Earn-out Consideration 10 ARTICLE II
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PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES. Section 2.1 Purchase and Sale of Shares 10 Section 2.2 Time and Place of Closing 10 Section 2.3 Deliveries at Closing 10 ARTICLE III
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PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES. 1.1 Purchase and Sale of the Investor Shares 1 1.2 Consideration 1 1.3 Deposits 1 1.4 Time and Place of the Closing 2 1.5 Deliveries at the Closing 2 1.6 Deposited Funds 4
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PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES. 1.1 Purchase and Sale of AAP Equity Interests 1
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PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES 
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Related to PURCHASE AND SALE; CLOSING; CLOSING DELIVERIES

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Purchaser’s Closing Deliveries At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendor the following documents and payments:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Seller’s Closing Deliveries At the Closing, Seller shall deliver or cause to be delivered the following:

  • Closing and Closing Deliveries 22 8.1 Closing........................................................................................22 8.2

  • Pre-Closing Deliveries (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Buyer Closing Deliveries At the Closing, Buyer shall deliver or cause to be delivered the following:

  • Company Closing Deliveries At the Closing, the Company shall deliver, or cause to be delivered, to the Purchaser the following:

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