Sample Action Sections Essay

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Article 2 — Purchase and Sale 2.1 Sale of Properties and Assets. At the Closing, the Seller shall sell the Aircraft to the Buyer, and the Buyer shall purchase the Aircraft from the Seller. 2.2 Purchase Price. The purchase price is: (a) $21 million, consisting of (i) a deposit of $300,000 to the escrow account at Harold C. Aster & Associates, Oklahoma City, Oklahoma (the “Escrow Acount”); and (ii) a $5 million promissory note payable to the order of the Seller with interest at 9% per annum, due in a single bullet payment on December 31, 2014 (the “Note”); PLUS (b) an assumption by the Buyer of the Assumed Liabilities of the Seller of the Assigned Contracts. 2.3 Fees. The Seller and the Buyer shall each pay escrow fees and costs under the escrow agreement between the Seller and the Buyer, dated August 30, 2014. 2.4 The Closing. (a) The Closing is to occur on November 25, 2015, or another date as to which the Seller and the Buyer agree, but no later than November 25, 2015 (the date the sale is consummated, the “Closing Date”). It is to take place at the offices of Workhard & Playlittle LLP, 1133 Avenue of Americas, New York, New York, beginning at 9:00 a.m. local time. (b) If the Closing does not occur on or before the Closing Date due to the Buyer’s fault, the Buyer shall pay the Seller a $3 million termination fee. 2.5 Closing Deliveries; Further Assurances. (a) Seller’s Deliveries. At the Closing, the Seller shall execute and deliver to the Buyer the following: (i) The title of the Aircraft, free and clear of all liens and encumbrances of any nature whatsoever. (ii) The Aircraft with no more than 2,500 hours total flying time, esclusive of any flying time necessary to deliver the Aircraft to Reagan National Airport in Washington, D.C., or such other reasonable and mutually convenient location as the Buyer shall designate. (iii) A

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