Purchase and Sale of the Company Interests. 23 Section 2.1 Purchase and Sale of the Company Interests 23 Section 2.2 Purchase Price 23 Section 2.3 Closing 23 Section 2.4 Certain Consents 24 Section 2.5 Purchase Price Adjustments 30 Section 2.6 Purchase Price Allocation 32 Section 2.7 Transfer Taxes 33 Section 2.8 Withholding 33 ARTICLE III. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES 34 Section 3.1 Organization 34 Section 3.2 Noncontravention 34 Section 3.3 Capitalization 34 Section 3.4 Ownership 35 Section 3.5 Government Authorizations 35 Section 3.6 Financial Statements 35 Section 3.7 Undisclosed Liabilities 35 Section 3.8 Absence of Certain Changes 36 Section 3.9 Tax Matters 36 Section 3.10 Real Property 38 Section 3.11 Environmental Matters 39 Section 3.12 Contracts 40 Section 3.13 Insurance 40 Section 3.14 Litigation 41 Section 3.15 Employee Matters 41 Section 3.16 Labor Matters 42 Section 3.17 Legal Compliance 43 Section 3.18 Brokers’ Fees 45 Section 3.19 Permits 45 Section 3.20 Regulatory Status 45 Section 3.21 Intellectual Property 46 Section 3.22 Cybersecurity and Data Privacy 47 Section 3.23 Sufficiency of Assets 48 Section 3.24 Affiliate Contracts 48 Section 3.25 No Additional Representations and Warranties 48 ARTICLE IV. REPRESENTATIONS AND WARRANTIES REGARDING SELLER 49 Section 4.1 Organization 49 Section 4.2 Authorization 49 Section 4.3 Noncontravention 49 Section 4.4 Government Authorizations 50 Section 4.5 Solvency 50 Section 4.6 Ownership 50 Section 4.7 Brokers’ Fees 50 Section 4.8 Litigation 50 Section 4.9 No Additional Representations and Warranties 51 ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING BUYER 51 Section 5.1 Organization 51 Section 5.2 Authorization 51 Section 5.3 Noncontravention 52 Section 5.4 Government Authorizations 52 Section 5.5 Financial Capacity 52 Section 5.6 Investment 54 Section 5.7 Litigation 54 Section 5.8 Solvency 54 Section 5.9 Brokers’ Fees 55 Section 5.10 Information 55 Section 5.11 FPA/PUHCA 56 Section 5.12 Tax Matters 56 Section 5.13 No Additional Representations and Warranties 56 ARTICLE VI. COVENANTS 57 Section 6.1 Conduct of the Company 57 Section 6.2 Access to Information; Confidentiality; Management Accounts 62 Section 6.3 Certain Third Party Rights 64 Section 6.4 Further Assurances 65 Section 6.5 Regulatory Approvals 65 Section 6.6 Public Announcements 69 Section 6.7 Post-Closing Access; Preservation of Records 69 Section 6.8 Tax Matters 70 Section 6.9 Insurance 73 Section 6.10 Support Obligations 74 Section 6.11 Employee...
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 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 at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. Subject to the other terms and conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, its Company Interests, free and clear of any Liens.
Purchase and Sale of the Company Interests. As of the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Company Interests (which are all held by the Seller) with the benefit of all rights of whatsoever nature attaching or accruing to the Company Interests, for and in consideration of the aggregate purchase price for the Company Interests as set forth herein.
Purchase and Sale of the Company Interests. 7 Section 2.1 Purchase and Sale of the Company Interests 7 Section 2.2 Payment of the Purchase Price 7 Section 2.3 Purchase Price Adjustment 8 Section 2.4 U.S. Federal Income Tax Allocation 9
Purchase and Sale of the Company Interests. Section 2.1 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 only to Permitted Encumbrances but otherwise free of all Encumbrances, all of Seller’s right, title and interest in and to the Company Interests. Section 2.2
