Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained herein, at the Closing, Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, all of the Interests, free and clear of any Liens, in exchange for the Transaction Consideration.
Purchase and Sale of Interests. Upon the terms and subject to the conditions of this Agreement, Seller hereby agrees to sell to Purchaser, and to convey, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase and acquire from Seller all of Seller's right, title and interest in and to the following properties, assets, rights and interests, hereinafter referred to collectively as the "Subject Properties":
Purchase and Sale of Interests. SECTION 2.01 Sale and Issuance of Notes and Warrants........................9 SECTION 2.02 Closing........................................................9 SECTION 2.03 Closing Deliveries by the Company.............................10 SECTION 2.04 Closing Deliveries by the Purchasers..........................10 ARTICLE III REPRESENTATIONS AND WArranties OF THE COMPANY
Purchase and Sale of Interests. Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth below, on the Closing Date (as defined below) NSAC shall sell to Purchaser, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant to the terms of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period).
Purchase and Sale of Interests. Upon the terms and subject to the conditions of this Agreement, as of the Effective Date (the “Closing Date”), the Purchaser shall purchase the Interest for the Purchase Price (as defined below) (the “Interest Purchase”).
Purchase and Sale of Interests. 6 ARTICLE 3
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from the Seller, free and clear of all Liens, all of the Interests, in exchange for the consideration payable in accordance with the terms and conditions in this ARTICLE 1.
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each Seller shall assign, transfer and deliver to the Purchaser all right, title and interest of such Seller in and to the Interests set forth opposite its name on Schedule 1 hereto and (b) the Purchaser shall purchase, acquire and accept from each Seller all right, title and interest of such Seller in and to such Interests set forth opposite such Seller’s name on Schedule 1 hereto, in each case free and clear of any Liens (other than Permitted Liens). Each Seller irrevocably authorizes the Companies to, and the Companies shall, effect the foregoing transfer on the record books of Xxxxx and/or Mill Run, as applicable, on the Closing Date without any further action or authorization from such Seller and without any requirement for such Seller to be present or represented at the Closing and such transfer shall be deemed to occur automatically and concurrently with the closing of the transactions contemplated by the Contribution Agreement.
Purchase and Sale of Interests. Section 2.1 Purchase and Sale of Interests 14 Section 2.2 Closing 14 Section 2.3 Net Working Capital 15 Section 2.4 Contingent Payments 15 Section 2.5 Excluded Liabilities 18 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Section 3.1 Corporate Status 19 Section 3.2 Authorization 19 Section 3.3 No Conflict 19 Section 3.4 Governmental Filings 20 Section 3.5 Capital Structure 20 Section 3.6 Financial Statements 22 Section 3.7 Accounts Receivable 22 Section 3.8 No Undisclosed Liabilities 22 Section 3.9 Absence of Certain Changes or Events 22 Section 3.10 Legal Proceedings 25 Section 3.11 Compliance with Laws; Mining Permits 25 Section 3.12 Safety Matters 27 Section 3.13 Environmental Matters 27 Section 3.14 Taxes 29 Section 3.15 Labor and Employment Matters 29 Section 3.16 Employee Benefit Plans 30 Section 3.17 Company Contracts 33 Section 3.18 Insurance 36 Section 3.19 Real Property 37 Section 3.20 Equipment and Other Personalty 39 Section 3.21 Intellectual Property 40 Section 3.22 Condition and Sufficiency of Assets 40 Section 3.23 Inventory 40 Section 3.24 Reserved 41 Section 3.25 Brokers’ Fees 41 Section 3.26 Compliance with the Foreign Corrupt Practices Act and Export Control and Antiboycott Laws 41
