Common use of Sale and Purchase Closing Clause in Contracts

Sale and Purchase Closing. 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 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 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 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