WHEREAS, Seller owns all of the issued and outstanding membership interests (the “ Membership Interests”), in Solcius LLC, a California limited liability company (the “ Company”) and This Membership Interest Purchase Agreement (this “ Agreement”), dated as of April 8, 2021, is entered into between Solcius Holdings, LLC, a Utah limited liability company (“ Seller”) and Sunworks United Inc., a California corporation (“ Buyer”). Section 7.06 Certain Post-Closing Covenants. Section 6.07 Tax Treatment of Indemnification Payments. Section 6.06 Payments Indemnification Escrow Fund. Section 5.06 Cooperation and Exchange of Information. Section 5.02 Termination of Existing Tax Sharing Agreements. Section 4.01 Organization and Authority of Buyer. Section 3.25 Products and Service Warranties.ĪRTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Section 3.19 Compliance With Laws Permits. Section 3.18 Legal Proceedings Governmental Orders. Section 3.11 Condition and Sufficiency of Assets. Section 3.10 Title to Assets Real Property. Section 3.08 Absence of Certain Changes, Events, and Conditions. Section 3.02 Organization, Authority and Qualification of the Company. Section 3.01 Organization and Authority of Seller. Section 2.08 Disbursement of Escrow Balance.ĪRTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER
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