Sale and Purchase Closing. 8 2.1 Authorization. 8 2.2 Agreement to Purchase and Sale. 8 2.3 Closing. 8 2.4 Closing Deliverables. 8
Sale and Purchase Closing. Subject to the terms and conditions contained in this Agreement, it is hereby agreed as follows:
Sale and Purchase Closing. 2.1 Sale and Purchase of the Purchased Interests 10 2.2 Purchase Price; Closing Deliveries 11 2.3 Closing 13 2.4 Directors 13 2.5 Officers 13 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 3.1 Organization 14 3.2 Authorization 14 3.3 Consents and Approvals 14 3.4 Non-Contravention 14 3.5 Litigation 15 3.6 Brokers and Finders 15 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER 4.1 Organization 16 4.2 Authorization 16 4.3 Consents and Approvals 16 4.4 Non-Contravention 17 4.5 Transferred Employees 17 4.6 Litigation 17 4.7 Conduct of Business 18 4.8 Investment Status 18 4.9 Brokers and Finders 18 Page ARTICLE V ADDITIONAL AGREEMENTS 5.1 Conduct of Business 19 5.2 Information and Access 20 5.3 Confidentiality 21 5.4 Further Action; Efforts 23 5.5 Publicity 25 5.6 Restrictions on Transfers 25 5.7 Intercompany Arrangements 25 5.8 Transition Services Agreement 26 5.9 Transition 26 5.10 Merger Agreement Matters 27 5.11 Corporate Guarantees 27 5.12 Seller Guarantee 28 5.13 Seller Indemnification Cooperation 28 5.14 Transfer of Employees 28 5.15 Further Assurances 29 5.16 Business Relationships 30 5.17 Intellectual Property Matters 30 5.18 Employment Matters 31 ARTICLE VI
Sale and Purchase Closing. 2.1 Sale and Purchase 3 2.2 Closing 3 Article 3
Sale and Purchase Closing. (a) The sale and purchase of the Shares shall take place at a closing (the “Plaza Closing”) to be held at the time and location determined in accordance with Section 8.1 in the NEG Acquisition Agreement, immediately prior to the Closing under the NEG Acquisition Agreement, following the satisfaction or, to the extent permitted by applicable Legal Requirement, waiver of all conditions to the obligations of the parties set forth in Article 5 (other than such conditions as may, by their terms, only be satisfied at the Plaza Closing or immediately thereafter at the Closing, provided all parties irrevocably stand ready to satisfy such conditions) (such date, the “Plaza Closing Date”).
Sale and Purchase Closing. (a) Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, at the Closing SCI shall sell, assign, transfer, convey and deliver to Bidco, and Bidco shall purchase from SCI, (i) all of the issued and outstanding Common Shares and (ii) all of the issued and outstanding Notes for an aggregate purchase price equal to the product obtained by multiplying $16.25 by the number of Trust Units outstanding immediately prior to the Closing Date (collectively, the “Transaction Consideration”). Bidco’s payment of the Transaction Consideration for the Common Shares and Notes at the Closing shall be made by wire transfer of immediately available funds to SCI, against SCI’s delivery of stock certificates representing the Common Shares, together with stock powers duly endorsed in blank therefor, signature guaranteed, and SCI’s delivery of the Notes, duly endorsed by SCI and all other documents and materials necessary or desirable to effect the assignment, transfer and sale of the Common Shares and the Notes to Bidco, as requested by Bidco acting reasonably.
Sale and Purchase Closing. 1 SECTION 1.1 Purchase and Sale of Shares................................1 SECTION 1.2
Sale and Purchase Closing. 1.1 Upon the terms set forth in this Agreement and for the consideration set forth herein, Seller hereby sells the PHL Shares to Purchaser, and Purchaser hereby purchases the PHL Shares from Seller, free and clear from all Encumbrances and together with all rights and advantages attaching thereto.
Sale and Purchase Closing. Section 2.1 Sale and Purchase of the Summit Investments Interests 3 Section 2.2 Sale and Purchase of the Subject Common Units 4 Section 2.3 Closing 4 Section 2.4 Additional CODI Tax Liability 4 ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ECP ENTITIES Section 3.1 Organization 5 Section 3.2 Validity of Agreement; Authorization 5 Section 3.3 No Conflict or Violation 5 Section 3.4 Consents and Approvals 6 Section 3.5 Capitalization; Ownership of the Subject Interests 6 Section 3.6 No Assets or Liabilities of the Summit Entities; Activities of the Summit Entities 7 Section 3.7 Litigation 8 Section 3.8 Compliance with Laws and Court Orders 8 Section 3.9 Taxes 8 Section 3.10 Brokers 9 Section 3.11 No Default 9 Section 3.12 Affiliated Transactions 9 Section 3.13 Certain Disclaimers 9 ARTICLE IV
Sale and Purchase Closing. 11 (a) Sale and Purchase...................................... 11 (b)
