Purchase and Sale and Closing Clause Samples

Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY SEVEN THOUSAND FIVE HUNDRED and no/100 U.S. Dollars ($37,500) (the "Purchase Price") payable on the Closing Date (as defined below).

Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for the purchase price of SEVENTY TWO THOUSAND FIVE HUNDRED EIGHTY ONE and no/100 U.S. Dollars ($72,581) (the "Purchase Price"). Payment shall be in U.S. Dollars, in the form of cash or check as follows. An amount of $72,581 in good funds delivered and cleared to Seller's account via escrow agent TRIVEDI & ASSOCIATES, P.L. ("Escrow Agent") (account information as provided by separate communiqué').

Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY THOUSAND and no/100 U.S. Dollars ($30,000) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire as follows. An amount of $30,000 in good funds delivered and cleared to Seller’s account via ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, PA (account information as provided by separate communiqué’). Payment of the Purchase Price to such account shall constitute delivery of the Purchase Price to Seller.

Purchase and Sale and Closing. 11 Section 2.1 Purchase and Sale 11 Section 2.2 Consideration 11 Section 2.3 Closing 11 Section 2.4 Custody Transfer 15 Section 2.5 Proceeds From and Costs of Operations 15 Section 2.6 Assumption of Obligations Relating to the Assets 15

Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY THOUSAND and no/100 U.S. Dollars ($30,000) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire. An amount of $30,000 in good funds delivered and cleared to Seller’s account (account information as provided by separate communiqué’).

Purchase and Sale and Closing. 1.1 The Seller hereby agrees to sell, assign, transfer and deliver to the Purchaser, and the Purchaser hereby agrees to purchase from the Seller, the Purchased Shares for an aggregate purchase price of THIRTY TWO THOUSAND FOUR HUNDRED and no/100 U.S. Dollars ($32,400) (the "Purchase Price") payable on the Closing Date (as defined below). Payment shall be in U.S. Dollars, in the form of bank wire as follows. An amount of $32,400 in good funds delivered and cleared to Seller’s account via escrow agent ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, PA (“Escrow Agent”) (account information as provided by separate communiqué’).

Purchase and Sale and Closing. 11 Section 2.01. Purchase and Sale 11 Section 2.02. Purchase Price 11 Section 2.03. Closing 11 Section 2.04. Closing Deliveries by Seller 11 Section 2.05. Closing Deliveries by Buyer 12 Section 2.06. Working Capital Adjustment 12 Section 2.07. Third-Party Credits 13 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY 14 Section 3.01. Organization; Good Standing 14 Section 3.02. Capitalization of the Company 14 Section 3.03. No Conflicts; Consents and Approvals 15 Section 3.04. Financial Statements; Absence of Undisclosed Liabilities 15 Section 3.05. Absence of Changes 15 Section 3.06. Compliance with Applicable Laws 16 Section 3.07. Absence of Litigation 17 Section 3.08. Insurance 17 Section 3.09. Real and Personal Property 17 Section 3.10. Regulatory Status 17 Section 3.11. Environmental Matters 18 Section 3.12. Taxes 18 Section 3.13. Material Contracts 19 Section 3.14. Bank Accounts 20 Section 3.15. Surety Bonds and Credit 21 Section 3.16. Employees 21 Section 3.17. No Indebtedness 21 Section 3.18. Related Party Transactions 21 Section 3.19. No Bankruptcy 21 Section 3.20. Broker’s Commissions 21 Section 3.21. Commercial Counterparties 22 Section 3.22. Sufficiency of Assets. . 22 Section 3.23. Books and Records 22 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 22 Section 4.01. Organization; Good Standing 22 Section 4.02. Authority 22 Section 4.03. Ownership of the Company Interests 22 Section 4.04. No Conflicts; Consents and Approvals 23 Section 4.05. Legal Proceedings 23 Section 4.06. No Bankruptcy 23 Section 4.07. Broker’s Commissions 23 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER 23 Section 5.01. Organization 23

Purchase and Sale and Closing. Section 2.01 Purchase and Sale 1 Section 2.02 Purchase Price 2 Section 2.03 Closing 2 Section 2.04 Closing Deliveries by Seller to Buyer 2 Section 2.05 Closing Deliveries by Buyer 3 Section 2.06 Post-Closing Adjustment 3 Section 2.07 Allocation of Purchase Price 4 Section 2.08 Calculation of Estimated Purchase Price 5

Purchase and Sale and Closing. Purchase and Sale 13 2.2 Purchase Price 13 2.3 Closing 14 2.4 Closing Deliveries by Seller to Buyer 15 2.5 Closing Deliveries by Buyer to Seller 15 2.6 Settlement Statements 15 2.7 Express Exclusion of Operations Services from the Purchase and Sale 17 2.8 Withholding 17 3.1 Organization; Good Standing 18 3.2 Authority 18 3.3 Capitalization of the Hydrocarbon Gathering Company 18 3.4 No Conflicts; Consents and Approvals 19 3.5 Compliance with Applicable Laws 19 3.6 Intellectual Property 20 3.7 Absence of Litigation 20 3.8 Real Property 21 3.9 Personal Property 22 3.10 Purchase Orders 23 3.11 Regulatory Status 23 3.12 Environmental Matters 23 3.13 Taxes 24 3.14 Contracts 25 3.15 Employees and Plans 26 3.16 Transactions with Affiliates 27 3.17 Broker’s Commissions 27 3.18 Records 27