Common use of Purchase and Sale of the Interests Clause in Contracts

Purchase and Sale of the Interests. CLOSING 5 2.1 Purchase and Sale of the Interests 5 2.2 Closing 5 2.3 Closing Deliverables 5 Article III REPRESENTATIONS AND WARRANTIES OF SELLER 6 3.1 Organization and Standing 6 3.2 Authority 6 3.3 Consents; No Conflicts 6 3.4 Interests; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 7 3.11 Solvency 7 3.12 Limitations of Representations and Warranties 8 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER 8 4.1 Organization and Standing 8 4.2 Authority 8 4.3 Consents; No Conflicts 9 4.4 Purchase Not for Distribution 9 4.5 Limitations of Representations and Warranties 9 Article V COVENANTS 9 5.1 Commercially Reasonable Efforts; Other Action 9 5.2 Access to Books and Records 10 5.3 Public Announcement 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 11 6.3 Conditions to Obligations of Seller 11 Article VII TERMINATION 12 7.1 Termination of Agreement 12 7.2 Effect of Termination 12

Purchase and Sale of the Interests. CLOSING 5 8 Section 2.1 Purchase and Sale of the Interests 5 Shares 8 Section 2.2 Purchase Price. 8 Section 2.3 The Closing 5 2.3 9 Section 2.4 Deliveries at Closing Deliverables 5 Article 9 Section 2.5 Indemnity Escrow 10 Section 2.6 Working Capital Escrow 10 Section 2.7 Working Capital Adjustment. 11 Section 2.8 Withholding 12 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 6 SELLERS 12 Section 3.1 Organization Power and Standing 6 Authority 13 Section 3.2 Authority 6 Enforceability 13 Section 3.3 Consents; No Conflicts 6 Violation 13 Section 3.4 Interests; Beneficiary 7 No Conflict 13 Section 3.5 Trust Series; Derivative Contracts 7 Litigation 13 Section 3.6 No Undisclosed Liabilities 7 Other Agreement 13 Section 3.7 Taxes 7 No Broker 13 Section 3.8 Litigation 7 Ownership of the Shares 14 Section 3.9 Employees 7 Withholding Tax 14 Section 3.10 Business 7 Investment Representation 14 Section 3.11 Solvency 7 3.12 Limitations of Representations and Warranties 8 Article Legend 14 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 8 REGARDING THE COMPANY 14 Section 4.1 Organization and Good Standing 8 15 Section 4.2 Authority 8 Authorization and Effect of Agreement. 15 Section 4.3 Consents; No Conflicts 9 Capitalization of the Company. 15 Section 4.4 Purchase Not for Distribution 9 4.5 Limitations Capitalization of Representations and Warranties 9 Article V COVENANTS 9 5.1 Commercially Reasonable Effortsthe Subsidiaries; Other Action 9 5.2 Access to Interests. 16 Section 4.5 No Conflict 17 Section 4.6 Permits; Compliance with Law. 17 Section 4.7 Books and Records 10 5.3 Public Announcement 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations 18 Section 4.8 Litigation 18 Section 4.9 Financial Statements; Undisclosed Liabilities. 18 Section 4.10 Absence of Buyer 11 6.3 Conditions to Obligations of Seller 11 Article VII TERMINATION 12 7.1 Termination of Agreement 12 7.2 Effect of Termination 12Certain Changes 19 Section 4.11 Contracts. 19 Section 4.12 Transactions with Affiliates 21 Section 4.13 Labor Relations. 21 Section 4.14 Insurance 22

Purchase and Sale of the Interests. CLOSING 5 2.1 1 1.1 Purchase and Sale of Interests 1 1.2 Purchase Price 1 1.3 The Closing 2 1.4 The Closing Transactions 2 1.5 Purchase Price Adjustments 3 1.6 Withholding 5 ARTICLE 2 CONDITIONS TO CLOSING 5 2.1 Conditions to the Interests Purchaser’s Obligations 5 2.2 Closing 5 2.3 Closing Deliverables 5 Article III Conditions to the Company’s and the Seller’s Obligations 6 ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF SELLER 6 THE COMPANY 7 3.1 Organization Organization, Qualification and Standing 6 Power 7 3.2 Authority 6 Subsidiaries 8 3.3 ConsentsAuthorization; Vxxxx and Binding Agreement; No Conflicts 6 Breach; Governmental Consents 8 3.4 InterestsInterests 9 3.5 Financial Statements 10 3.6 Absence of Certain Developments 10 3.7 Title to Properties 13 3.8 Tax Matters. 14 3.9 Contracts and Commitments 16 3.10 Intellectual Property 19 3.11 Litigation 20 3.12 Employee Benefit Plans 20 3.13 Insurance 22 3.14 Compliance with Laws 22 3.15 Environmental Compliance and Conditions 23 3.16 Affiliated Transactions 24 3.17 Employees 24 3.18 Brokerage 25 3.19 Customers and Suppliers 25 3.20 Products 25 3.21 Inventory; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 7 3.11 Solvency 7 3.12 Limitations of Representations and Warranties 8 Article IV Accounts Receivable 25 3.22 Regulatory Matters 26 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF BUYER 8 THE SELLER 27 4.1 Organization and Standing 8 Power 27 4.2 Authority 8 Authorization; Vxxxx and Binding Agreement 27 4.3 Consents; No Conflicts 9 Breach 27 4.4 Purchase Not for Distribution 9 Governmental Consents 27 4.5 Limitations of Representations Litigation 28 4.6 Ownership 28 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 28 5.1 Organization and Warranties 9 Article V COVENANTS 9 5.1 Commercially Reasonable Efforts; Other Action 9 Power 28 5.2 Access to Books Authorization: Vxxxx and Records 10 Binding Agreement 28 5.3 Public Announcement 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 11 6.3 Conditions to Obligations of Seller 11 Article VII TERMINATION 12 7.1 Termination of Agreement 12 7.2 Effect of Termination 12No Breach 28 5.4 Governmental Consents 28 5.5 Litigation 29 5.6 Brokerage 29 5.7 Investment Representation 29 5.8 Financing 29 5.9 Solvency 29

Purchase and Sale of the Interests. CLOSING 5 2.1 Purchase and Sale of the Interests 5 2.2 Closing 5 2.3 Closing Deliverables 5 Article ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 6 3.1 Organization and Standing 6 3.2 Authority 6 3.3 Consents; No Conflicts 6 3.4 Interests; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 7 8 3.11 Solvency 7 8 3.12 Limitations of Representations and Warranties 8 Article ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 8 9 4.1 Organization and Standing 8 9 4.2 Authority 8 9 4.3 Consents; No Conflicts 9 4.4 Purchase Not for Distribution 9 10 4.5 Limitations of Representations and Warranties 9 Article 10 ARTICLE V COVENANTS 9 10 5.1 Commercially Reasonable Efforts; Other Action 9 10 5.2 Access to Books and Records 10 11 5.3 Public Announcement 10 Article 11 ARTICLE VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 11 12 6.3 Conditions to Obligations of Seller 11 Article 12 ARTICLE VII TERMINATION 12 13 7.1 Termination of Agreement 12 13 7.2 Effect of Termination 1213 ARTICLE VIII INDEMNIFICATION 14 8.1 Survival of Representations, Warranties and Covenants 14 8.2 Indemnification 14 8.3 Certain Limitations 15 8.4 Definitions 17 8.5 Procedures for Third Party Claims 17 8.6 Direct Claims 19 8.7 Sole Remedy 19 8.8 Certain Other Matters 19 8.9 No Contribution 19 8.10 Effect of Investigation 19 ARTICLE IX MISCELLANEOUS 20 9.1 Fees and Expenses 20 9.2 Notices 20 9.3 Interpretation 21 9.4 Entire Agreement; Third Party Beneficiaries 21 9.5 Governing Law 21 9.6 Assignment 22 9.7 Jurisdiction; Enforcement 22 9.8 Severability; Amendment; Modification; Waiver 23 9.9 Counterparts 23 SCHEDULE 3.3 – Consents; No Conflicts SCHEDULE 3.5 –Trust Series; Derivative Contracts EXHIBIT A – Assignment of Interests AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE, dated as of December 22, 2014 (this “Agreement”), is made by and between Enhance Financial Services Group Inc., a New York corporation (“Seller”), and Assured Guaranty US Holdings Inc., a Delaware corporation (“Buyer”).