SALE AND PURCHASE OF Clause Samples

SALE AND PURCHASE OF. THE PORTFOLIO ASSETS 2.01. Sale and Purchase........................... 2 2.02.

SALE AND PURCHASE OF. SHARES Upon the terms and subject to the conditions contained herein, on the Closing Date: (a) Cap Corp shall sell, assign, transfer, convey and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from Cap Corp 100 Common Shares of the Corporation (the "Common Shares") representing all of the issued and outstanding shares of the Corporation, other than those shares described in Subsection (b), (c) and (d) below; (b) Gus shall sell, assign, transfer, co▇▇▇y and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from Gus 400 Preferred Shares of the Corporation ("Gus' Shares") representing all of th▇ ▇hares owned by Gus, directly or indirectly in the C▇▇▇oration; (c) Leslie shall sell, assign, transfer, ▇▇▇▇▇y and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from Leslie 400 Preferred Shares of the Corporation ("Leslie's Shares") representing all of the shares owned by Leslie, directly or indirectly in th▇ Corporation; (d) Trust shall sell, assign, transfer, convey and deliver to the Purchaser (or its designees) good and marketable title, free and clear of all Liens, and the Purchaser shall purchase from the Trust 500 Preferred Shares of the Corporation ("Trust's Shares") representing all of the shares owned by Trust, directly or indirectly in the Corporation; In addition, from and after the Closing, the Vendors agree to provide, or cause to be provided, to Purchaser and the Corporation access to all documents and/or information as may be reasonably necessary to enable each of them to see to the efficient and proper conduct and administration of the Assets owned by the Corporation as hereinafter defined including, without limitation, all historical files, copies of Tax Returns, records and personnel data of Cap Corp related to the Business.

SALE AND PURCHASE OF. SHARES 2.01. Sale and Purchase of Shares . . . . . . . . . . . 3 2.02. Payment of Purchase Price; Transfer Restriction . 3 2.03.

SALE AND PURCHASE OF. Except as set forth in Section 1.02 hereof, upon the terms and subject to the conditions set forth herein, at the Closing (as defined herein), the Asset Companies shall sell, convey, transfer, assign and deliver to Newco, and Newco shall purchase, acquire and accept from the Asset Companies, free and clear of all liens, charges and encumbrances (subject to only those liens for liabilities which Newco specifically agrees in writing to assume), all of the Asset Companies' right, title and interest in and to all properties, assets, contracts, rights and choses in action of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located, that are related to or existing, used or held for use in connection with the Business, as the same may exist on the Closing Date (as defined herein) (the "Assets"), including, without limitation, the following: (A) all cash, accounts receivable, prepaid expenses and unused advances of any kind of each of the Asset Companies related to the Business, including but not limited to those which are specified on Schedule 1.01(A); (B) all right, title and interest of each of the Asset Companies in and to all contracts (including donor contracts), agreements, arrangements, instruments, documents of any nature or description, including but not limited to those which are specified on Schedule 1.01(B); (C) all machinery, equipment, furniture, fixtures, office and computer equipment, leasehold improvements, vehicles and other tangible personal property of each of the Asset Companies related to the Business including but not limited to those which are specified on Schedule 1.01(C); (D) to the extent permitted by law, all interests of each of the Asset Companies in regulatory licenses, approvals, permits and applications held by each of the Asset Companies, including but not limited to those which are specified on Schedule 1.01(D); (E) all donor lists and records in any form (and all software related to any such computer records), whether past, present or future, of each of the Asset Companies; (F) all computer software, computer databases, computer programs, application software, source codes, and object codes of each of the Asset Companies related to the Business, including but not limited to those which are specified on Schedule 1.01(F); (G) all patents, trade secrets, inventions, processes, procedures, research records, market surveys, ...

SALE AND PURCHASE OF. SECURITIES;

SALE AND PURCHASE OF. PAYEX Member Interest; Consideration. The Seller hereby agrees, subject to the terms and conditions of this Agreement, to sell, assign, transfer and deliver to Buyer at the Closing (as hereinafter defined) free and clear of all liens, claims, charges, limitations, agreements, restrictions and encumbrances whatsoever, the PAYEX Member Interest for the consideration specified in Section 1.1. The Seller hereby transfers all title over the PAYEX Member Interest to Buyer at the time of Closing, which includes all rights and obligations connected to the PAYEX Member Interest including but not limited to all rights to dividends, capital, all voting rights and for avoidance of doubt any dividends which are due but not yet paid will become due and paid to Buyer. The transfer is effective at the execution of this Agreement and the issuance of the consideration defined in Section 1.2.

SALE AND PURCHASE OF. SHARES 1

SALE AND PURCHASE OF. SHARES Subject to the terms and conditions of this Agreement the Vendor shall, as absolute owner, sell to [•], and [•] shall purchase from the Vendor, the Shares. The Shares shall be sold with all rights attached to them and free from all Security Interests and from all other third party rights. The Companies hereby waive all rights of first refusal and any other pre-emption right which they may have in respect of the sale of the Shares referred to in clause 1.1 so as to permit their acquisition by [•] on Completion.

SALE AND PURCHASE OF