Purchase and Sale Contract Clauses (2,386)

Purchase and Sale. On the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Seller its interest in the following, which are hereinafter referred to collectively as the "Property": (a) The improvements located on the Real Property, consisting of one (1) independent living facility for the elderly as described in Schedule 1(a) attached hereto (the "Facility"), owned by Seller, and all right, title and interest of Seller in and to the... items described in this Section 1 (a) through (f) herein; (b) All of the real estate on which the Facility is situated, together with all tenements, easements, appurtenances, privileges, rights of way, and other rights incident thereto, all building and improvements and any parking lot to the Facility located thereon situated in the State of Oregon, which is described in Exhibit A attached hereto and made a part hereof by this reference (collectively, the "Real Property"); (c) All of the tangible personal property, inventory, equipment, machinery, supplies including drugs and other supplies, spare parts, furniture, furnishings, warranty claims, contracts, including but not limited to supply contracts, contracts rights, intellectual property, including but not limited to patents, trade secrets, and all rights and title to the names under which the Facility operates, mailing lists, customer lists, vendor lists, resident files, books and records owned by the Seller, who may retain copies of same, and shall have reasonable access to such books and records after the Closing as required for paying taxes and responding to legal inquiry, as such personal property is described in Schedule 1(c) attached hereto (collectively, the "Personal Property"); (d) All transferable licenses, permits, certifications, assignable guaranties and warranties in favor of Seller, approvals or authorizations and all assignable intangible property not enumerated herein which is used by the Seller in connection with each Facility, and all other assets whether tangible or intangible; provided, that Seller shall retain all licenses required to be retained by Seller in order to operate the current business within each Facility; 9 PURCHASE AND SALE AGREEMENT (e) All trade names or other names commonly used to identify each Facility and all goodwill associated therewith. The intent of the parties is to transfer to Buyer only such names and goodwill associated with the Facility itself and not with Seller or any affiliate of Seller, so as to avoid any interference with the unrelated business activities of Seller; and (f) All telephone numbers used in connection with the operation of the Facility, and to the extent not described above, all goodwill of Seller associated with the Facility (the items described in clauses (d), (e) and (f) above are collectively referred to as "Intangibles"). View More

Purchase and Sale. Upon the terms and subject to the conditions set forth in this Agreement and in consideration of the Principal Amount delivered by the Subscriber to the Company on the Funding Date, the Company hereby agrees to issue the Note and the Warrant to the Subscriber on the Funding Date. The Company agrees to issue and deliver the Securities to the Subscriber free of all liens, pledges, mortgages, security interests, charges, restrictions, adverse claims or other encumbrances of any kind or nature whats...oever ("Encumbrances"), and Subscriber hereby agrees to accept the Securities free of all Encumbrances. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company with respect to the Securities, at a purchase price of 99.00% of the gross proceeds to the Company (i.e. less a discount of $10,000,000), plus accrued interest, if any, from January 16, 2015 to the Closing Date, the principal amount of the Securit...ies set forth opposite such Underwriter's name in Schedule I hereto. View More

Purchase and Sale. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company (i) the Note in the original principal amount of $220,000, and (ii) the Inducement Shares. 1.1. Form of Payment. On the Closing Date, (i) the Buyer shall pay the purchase price of $200,000 (the "Purchase Price") for the Securities to be issued and sold to it at the Closing (as defined below) by wire transfer of immediately available funds to a company account de...signated by the Company, in accordance with the Company's written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Securities on behalf of the Company, to the Buyer, against delivery of such Purchase Price. 1.2. Closing Date. The date and time of the issuance and sale of the Securities pursuant to this Agreement (the "Closing Date") shall be on or about July 3, 2017, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on the Closing Date at such location as may be agreed to by the parties. Exhibit 10.1 -- Page 1 1.3. Inducement Share True-Up. If, on the date that is the six-month anniversary of the date of the Closing Date ("True-Up Date"), the volume weighted average price (as reported by Quotestream TM, a service of Quotemedia, Inc.) of the Company's common stock (the "Common Stock") on the day immediately preceding the True-Up Date (the "Subsequent Share Price"), as reported on the Company's Principal Market, is less than the closing price of the Company's common stock on the Closing Date, then the Company shall, within three (3) trading days of Buyer's provision of written notice in the form attached hereto as Exhibit C, issue and deliver to the Buyer an additional number of duly and validly issued, fully paid and non-assessable shares of Common Stock equal to (X) the quotient of the Purchase Price divided by the Subsequent Share Price, multiplied by 1.5, less (Y) the Original Shares. Any additional shares of Common Stock issuable pursuant to Section 1.d are referred to herein as "Additional Shares." The Additional Shares, if required to be issued pursuant to this Agreement, shall be issued as provided in this Agreement, provided, however, that in no event shall the Buyer be entitled to receive shares of common stock in excess of the amount that would result in beneficial ownership by the Buyer and its affiliates of 9.99% of the outstanding shares of Common Stock at that time. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulations 13D-G thereunder. Accordingly, the Additional Shares, if required to be issued pursuant to this Agreement, shall be issued in accordance with the beneficial ownership limitations contained herein, and in successive tranches (each an "Additional Tranche") if the issuance of one tranche would result in the Buyer's beneficial ownership of more than 9.99% of the outstanding shares of Common Stock at that time. The Company shall issue each respective Additional Tranche of the Additional Shares, if required under this Agreement, within two (2) Trading Days of the request by Buyer, subject to the beneficial ownership limitations contained herein. If the Company fails to issue the Additional Shares or any Additional Tranche within the timeframe specified in this Agreement, then the amount of Additional Shares in which Buyer is entitled shall automatically be multiplied by two. The Company shall at all times reserve shares of its Common Stock for Buyer in an amount equal to 400% multiplied by (X) the quotient of the Purchase Price divided by the lowest traded price of the Common Stock during the five Trading Days immediately preceding the respective date of calculation, multiplied by 1.5, less (Y) the Original Shares. View More

Purchase and Sale. (a) At the Closing, upon the terms set forth herein, the Company hereby agrees to issue and sell to each Purchaser, and each Purchaser agrees to purchase from the Company, severally and not jointly, the number of Shares set forth opposite such Purchaser's name on Exhibit A hereto, at a purchase price equal to the Closing Price per share of Common Stock. (b) At the Closing, each Purchaser shall deliver to the Company via wire transfer immediately available funds equal to the purchase price set fo...rth opposite such Purchaser's name on Exhibit A hereto and the Company shall deliver to each Purchaser its respective Shares in the amount set forth opposite such Purchaser's name on Exhibit A hereto, deliverable at the Closing on the Closing Date, in accordance with Section 2.2 of this Agreement. The Closing shall occur at 10:00 a.m. (New York City Time) on the Closing Date or such other time and location as the parties shall mutually agree. 2 2.2 Deliveries; Closing Conditions. (a) At the Closing, the Company will deliver or cause to be delivered to each Purchaser certificate(s) or book-entry shares representing the Common Stock, purchased by such Purchaser, registered in such Purchaser's name. Such delivery shall be against payment of the purchase price therefor by such Purchaser by wire transfer of immediately available funds to the Company in accordance with the Company's written wiring instructions. (b) The respective obligations of the Company, on the one hand, and each Purchaser, on the other hand, hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy in all material respects on the Closing Date of the representations and warranties contained herein (unless made as of a specified date therein) of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company); (ii) all obligations, covenants and agreements of the Company (with respect to the obligations of the Purchasers) and the Purchasers (with respect to the obligations of the Company) required to be performed at or prior to the Closing Date shall have been performed in all material respects; (iii) The Purchasers shall have received a certificate of the Secretary of the Company (a "Secretary's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (iv) The Purchasers shall have received a certificate signed by the Chief Executive Officer of the Company (an "Officer's Certificate"), dated as of the Closing Date in form and substance reasonably satisfactory to the Purchasers; (v) The Purchasers shall have received an opinion of Ropes & Gray LLP, counsel for the Company ("Company Counsel"), dated as of the Closing Date, in a form reasonably satisfactory to the Purchasers; and (vi) No Material Adverse Effect has occurred. View More

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Company shall issue and sell to Purchaser, and Purchaser shall purchase from Company, the Shares. The aggregate purchase price for the Shares shall be $2,500,000.24 (the "Purchase Price"), to be provided by Purchaser in the form of Purchaser's agreements set forth in Section 3 hereof.

Purchase and Sale. The Company agrees to issue and sell to the Underwriters, severally and not jointly, all of the Securities, and, subject to the conditions set forth herein, each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the aggregate principal amount of Securities set forth opposite their names on Schedule A under the column entitled "Principal Amount of Securities To Be Purchased", at a purchase price of 99.000% of the principal amount thereof, plus accrued interest, ...if any, from March 9, 2018, on the basis of the representations, warranties and agreements herein contained, and upon the terms herein set forth. View More

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Issuers agree to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuers the principal amount of Notes set forth opposite such Underwriter's name on Schedule I hereto at a purchase price of 99.142% of the principal amount thereof, plus accrued interest, if any, from the Delivery Date.

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 2), Company shall issue and sell to Purchaser, and Purchaser shall purchase from Company, the Shares. The aggregate purchase price for the Shares shall be $100,000.12 (the "Purchase Price"), to be paid by Purchaser by wire transfer of immediately available funds to an account designated in writing by Company.

Purchase and Sale. Subject to the terms and conditions hereof, the Investment Advisers and the Broker-Dealers (on behalf of Purchasers which are Clients and Customers, respectively) and the other Purchasers hereby severally and not jointly agree to purchase from the Company, and the Company agrees to issue and sell to the several Purchasers, the number of Securities set forth next to such Purchaser's name on Schedule A, Schedule B or Schedule C, as the case may be, at a price per share of $25.00, including accrued... dividends from May 25, 2016, for an aggregate purchase amount in an amount as set forth on Schedule D hereof (the "Purchase Price") at the Closing (as defined below). View More