Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase (or shall cause its designated Affiliate to) purchase, acquire and receive accept from SellerSellers, at all of the ClosingSellers’ right, title and interest in, to and under the Subject Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLiens except for Permitted Exceptions.

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingSeller , free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, Seller on the Closing Date (as defined below), Sellers shall sell, conveyassign, transfer, assign convey and deliver (or, where relevant, shall procure the same) to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, (or its designated Affiliates) free and clear of all Encumbrances (other than the Assumed Liabilities)Permitted Encumbrances) and Buyer (or its designated Affiliates) shall purchase, acquire and accept, all of the Seller’s rightsright, title and interest in of Sellers in, to and to under the Purchased Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, and in reliance on the respective representations and warranties of the Parties, Seller shall agrees to sell, convey, transferassign, assign transfer and deliver the Assets to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Encumbrances, all of the Seller’s rights, title and interest in Buyer agrees to purchase and to the Assets. Buyer shall be entitled to possession accept delivery of the Assets upon from Seller, free and clear of all Encumbrances, on the ClosingClosing Date at the time and place of Closing for the consideration and in accordance with the provisions of this Agreement.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, Purchaser shall purchase, accept, and acquire from Seller, and Seller shall sell, transfer, assign, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from SellerPurchaser, at the Closing, free and clear of all Encumbrances Closing (other than the Assumed Liabilitiesas defined in Section 7(a)), all of the Seller’s rightsright, title title, and interest in and to the Assets. Buyer shall be entitled to possession following assets of the Assets upon the Closing.Seller:

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, each of the Sellers hereby sells and undertakes to transfer and assign and deliver at Closing to the Buyer, and the Buyer shall purchase hereby purchases and receive undertakes to accept the transfer and assignment at Closing from Sellerthe Sellers, at of all of the Closing, Shares held by the respective Seller free and clear of from any encumbrances. The Shares are sold and will at Closing be transferred together with all Encumbrances (other than ancillary rights including the Assumed Liabilities), all of the Seller’s rights, title and interest in and right to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingprofits which have not yet been distributed.

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller shall sell, conveyassign, transfer, assign convey and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of all Encumbrances (other than the Assumed Liabilitiesdefined below), all of and Purchaser shall purchase and acquire from Seller, the Seller’s rightsGivolon Shares, title and interest for the Purchase Price specified in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingSection 1.2.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, at and effective as of the Closing, Seller shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of all Encumbrances (Encumbrances, other than the Assumed Liabilities)Permitted Encumbrances, and Purchaser shall purchase, acquire and accept from Seller all of the Seller’s rightsright, title and interest in in, to and to under all of the Transferred Assets. Buyer shall be entitled to possession The sale and purchase of the Transferred Assets upon hereunder is referred to herein as the Closing“Acquisition”.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the ClosingPurchased Interests, free and clear of any and all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingEncumbrances.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, conveyassign, transfer, assign convey and deliver at the Closing to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)purchase, all of the Seller’s rightsright, title and interest in and to the Business and Assets. Buyer shall be entitled to possession , free and clear of the Assets upon the Closingany claim, lien or encumbrance of every kind and nature.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, at and effective as of the Closing, Seller shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of all Encumbrances (Encumbrances, other than the Assumed Liabilities)Permitted Encumbrances, and Purchaser shall purchase, acquire and accept from Seller all of the Seller’s rightsright, title and interest in in, to and to the Assets. Buyer shall be entitled to possession under all of the Assets upon the ClosingTransferred Assets.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Sellerherein, at the Closing, the Seller shall sell, transfer, assign, convey and deliver to the Buyer, free and clear of any and all Encumbrances (other than the Assumed Liabilitiestransfer restrictions under applicable securities Laws), all of and the Buyer shall purchase and acquire from the Seller’s rights, title and interest in and to the Assetsall Company Shares. Buyer shall be entitled to possession of the Assets upon the Closing.2.2

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in this Agreementherein, on the Closing Date, Seller shall sell, assign, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and receive from take assignment and delivery of all of Seller’s right, at title and interest in and to all of Seller’s assets and business including without limitation, the ClosingBusiness and the assets described in clauses 2.1(a)(l) through 2.1(a)(10) below, other than the Excluded Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.Permitted Encumbrances:

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingInterests.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Sale Shares, free and clear of all Encumbrances Liens (other than (a) Liens under the Assumed Liabilities), all Parent Loan and (b) transfer restrictions under any applicable securities laws and the articles of association of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingCompany).

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall sell, convey, transferassign, assign transfer and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)obligate to pay for, all of the Seller’s rights's right, title and interest in and to and under all the Assets. Buyer shall be entitled to possession of the Assets upon the Closing, but not any Excluded Assets.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, conveyassign, transfer, assign convey and deliver at the Closing to Buyerthe Purchaser Designee, and Buyer the Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)purchase, all of the Seller’s rightsright, title and interest in and to the Business and Assets (other than the Excluded Assets. Buyer shall be entitled to possession ), free and clear of any claim, lien or encumbrance of every kind and nature other than the Assets upon the ClosingPermitted Lien.

Sale and Purchase. At the Closing, and upon the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, assign, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, Purchaser free and clear of all Encumbrances (other than the Assumed Liabilities)liens, all of the claims, encumbrances and interests, and Purchaser shall purchase from Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.the

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase (or shall cause its designated Affiliate to) purchase, acquire and receive accept from SellerSellers, at all of the ClosingSellers' right, title and interest in, to and under the Subject Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLiens except for Permitted Exceptions.

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, 1.1 The Seller shall sell, conveyand the Purchaser shall purchase, transfersubject to the terms and conditions of this Agreement, assign the Closing Sale Shares at Closing with all rights then attaching to them, including the right to receive all distributions and deliver to Buyerdividends declared, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all paid or made in respect of the Seller’s rights, title Closing Sale Shares on and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the after Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Buyer shall purchase from the Shareholders, and the Shareholders shall sell, convey, transfer, assign assign, convey and deliver to Buyer, and Buyer shall purchase and receive from Seller, at all of the ClosingShares, free and clear of all Encumbrances (other than any Liens or any restriction on the Assumed Liabilities)right to vote, all sell or otherwise dispose of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingShares.

Sale and Purchase. At the Closing, upon subject to the terms and subject to the conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey, or cause to be sold, assigned, transferred, delivered and conveyed, to Buyer, and Buyer shall purchase and receive from Selleraccept, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Interests.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, the Seller will sell, assign and transfer to Purchaser, and Purchaser will purchase and acquire from the Seller, the Interests, free and clear of all Encumbrances Liens (other than the Assumed Liabilitiesrestrictions on transfer pursuant to applicable securities Laws), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing (as hereinafter defined), the Seller shall sell, convey, transferassign, assign transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and receive acquire from the Seller, at the Closinggood, free valid and clear of all Encumbrances (other than the Assumed Liabilities), all marketable title to 100% of the Seller’s rightsoutstanding limited liability company interests or capital stock, title and interest in and to as the Assets. Buyer shall be entitled to possession case may be, of the Assets upon Companies (the Closing"Interests").

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall will sell, convey, transfer, assign and deliver to BuyerBuyer at Closing (as defined herein), and Buyer shall will purchase and receive from Seller, Seller at the Closing, free and clear of all Encumbrances (other than for the Assumed Liabilities)purchase price as provided herein, all tangible and intangible assets of Seller utilized in its Business, including but not limited to, the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.following:

Sale and Purchase. At the Closing, Subject to and upon the terms and subject to the conditions set forth contained in this Agreement, Seller the Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive acquire from Sellerthe Sellers, good and marketable title to the Membership Interests at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingEncumbrances.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in of this Agreement, at Closing, Seller shall sell, convey, transferassign, assign deliver and deliver transfer to BuyerPurchaser, and Buyer shall Purchaser agrees to purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Encumbrances, all of the assets of Seller’s rights, title and interest tangible or intangible, wherever located, which relate to, or are used in and to or useful for the Assets. Buyer shall be entitled to possession conduct of the Business, other than the Excluded Assets upon (collectively, the Closing.“Purchased Assets”), including without limitation, the following:

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, on the Closing Date, as hereinafter defined, the Seller shall sell, convey, transfer, assign assign, convey and deliver to the Buyer, and the Buyer shall purchase and receive from the Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Encumbrances, all of the Seller’s rights's right, title and interest in and to the Assets. Buyer shall be entitled to possession Stock of the Assets upon Company in consideration of the ClosingPurchase Price.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, Sellers shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Sellers, and take assignment and delivery from Sellers of, all of the Shares, free and clear of all Encumbrances (any liens, claims, or other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingencumbrances.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, Purchaser shall purchase and accept from each of the Sellers, and each of the Sellers shall sell, transfer, assign, convey and deliver to Purchaser, all of such Seller’s Purchased Equity and PMA shall sell, transfer, assign, convey and deliver the Business Data to Purchaser, in each case, free and clear of all Encumbrances (other than Liens, for the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingconsideration specified below.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall sell, convey, transfer, assign transfer and deliver all of the Company Shares to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of all Encumbrances (other than any Liens, and the Assumed Liabilities)Purchaser shall purchase, acquire and accept all of the Seller’s rights, title and interest in and to Company Shares from the Assets. Buyer shall be entitled to possession of Seller (the Assets upon the Closing“Purchase”).

Sale and Purchase. 2.1.1 At the Closing, upon the terms and subject to the conditions set forth in this Agreementherein, the Seller shall sell, convey, transfer, assign sell and deliver transfer to Buyer, the Buyer and the Buyer shall purchase and receive acquire from the Seller, at the Closingall Quotas, free and clear of any Encumbrance, together with all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title rights and interest in and obligations attached or accruing to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingthem.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights's right, title and interest in the assets, properties, goodwill and to rights of Seller primarily used in the Business, other than the Excluded Assets (collectively, the "Purchased Assets. Buyer shall be entitled to possession of "), including the Assets upon the Closing.following:

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall will sell, convey, transfer, assign and deliver to BuyerBuyer at Closing (as defined herein), and Buyer shall will purchase and receive from Seller, Seller at the Closing, free and clear for the purchase price provided herein, certain of all Encumbrances (other than Seller's assets utilized in the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.Business as follows:

Sale and Purchase. At the Closing, upon (a) Subject to the terms and subject to the conditions set forth specified in this Agreement, at Closing, Seller shall sell, convey, transfer, assign transfer and deliver the Sale Participation Interests to BuyerPurchaser, with full title and guarantee free from all Liens, and Buyer Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingaccept such Sale Participation Interests.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in of this Agreement, Seller at Closing, Sellers shall sell, convey, transfer, assign sell and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Encumbrances, all of the Seller’s rightsShares, title and interest for the consideration specified in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingSection 2.2.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this ------------------- Agreement, at the Closing (later defined), the Seller shall will sell, convey, transfer, assign and deliver transfer to Buyer, and Buyer shall purchase and receive from Seller, at Purchaser the ClosingPurchased Shares, free and clear of all Encumbrances (other than charges, interests, liens, security interests, restrictions or encumbrances of any kind, and Purchaser will purchase the Assumed Liabilities), all of Purchased Shares from the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver sell to Buyer, free and clear of any Liens, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingShares.

Sale and Purchase. At the Closing, upon (a) On the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free the Purchaser shall purchase from the Sellers, and clear of all Encumbrances (other than the Assumed Liabilities)Sellers shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s rightsright, title and interest in and to the Assets. Buyer shall be entitled to possession Acquired Assets (except for the Excluded Assets set forth in Exhibit [A]), free and clear of the Assets upon the Closing.all Liens, including without limitation to:

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Shares.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign transfer and deliver all the issued and outstanding Shares to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of all Encumbrances (any Liens other than those arising from any acts of Purchaser or its Affiliates, and Purchaser shall purchase, acquire and accept all the Assumed Liabilitiesissued and outstanding Shares from Seller (the “Purchase”), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, Purchaser shall purchase, acquire, and assume from Seller, and Seller shall sell, transfer, assign, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from SellerPurchaser, at the Closing, free and clear of all Encumbrances Closing (other than the Assumed Liabilitiesas defined in Section 7(a)), all of the Seller’s rightsright, title title, and interest in and to the Assets. Buyer shall be entitled to possession following assets and associated liabilities of the Assets upon the Closing.Seller:

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances including franchisor obligations (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in of this Agreement, at Closing, Seller shall sell, convey, transferassign, assign deliver and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Encumbrances, all of the assets of Seller’s rights, title and interest tangible or intangible, wherever located, which relate to, or are used in and to or useful for the Assets. Buyer shall be entitled to possession conduct of the Business, other than the Excluded Assets upon (collectively, the Closing.“Purchased Assets”), including without limitation, the following:

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, conveyassign, transfer, assign convey and deliver to BuyerPurchaser or an Affiliate of Purchaser (as designated by Purchaser), and Buyer Purchaser or such Affiliate of Purchaser shall purchase accept, acquire and receive from Seller, at the Closing, free take assignment and clear of all Encumbrances (other than the Assumed Liabilities), all delivery of the Seller’s rights, title and interest in and to following property (collectively the Assets. Buyer shall be entitled to possession of the Assets upon the Closing."Property"):

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, each Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from SellerSellers, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingUnits.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign transfer and deliver all the issued and outstanding Interests to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of any Liens and Purchaser shall purchase, acquire and accept all Encumbrances the issued and outstanding Interests from Seller (other than the Assumed Liabilities“Purchase”), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and receive accept from SellerSellers, at all of the ClosingSellers' right, title and interest in, to and under the Subject Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLiens except for Permitted Exceptions.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from each Seller, and each Seller shall sell, convey, transfer, assign assign, convey and deliver to Buyer, and Buyer shall purchase and receive from all of such Seller, at the Closing’s Shares, free and clear of all Encumbrances (any Liens or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Shares, other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingrestrictions under applicable securities laws.

Sale and Purchase. At the Closing, upon on the terms and subject to the conditions set forth contained in this Agreement, the Seller shall sell, convey, transfer, assign sell and deliver to Buyer, and Buyer the Purchaser shall purchase any and receive from Seller, all rights and interests the Seller has in the Transferred Assets at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchase Price.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to conditions of this Agreement and in exchange for the conditions set forth consideration described in this AgreementSection 2.2, at the Closing, Seller shall sell, assign, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase and receive acquire from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rightsright, title and interest in and to the Assets. Buyer shall be entitled to possession Class B Shares, free and clear of the Assets upon the Closingall Encumbrances, other than Permitted Encumbrances.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Shares.

Sale and Purchase. At the Closing, upon subject to the terms and subject to the conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Interests.

Sale and Purchase. At the Closing, upon subject to the terms and subject to the conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the ClosingPurchased Interests, free and clear of any and all Encumbrances except (other than the Assumed Liabilities), all a) for restrictions on transfer that may be imposed by federal or state securities Laws or (b) for Encumbrances that arise out of the Seller’s rights, title and interest in and to the Assets. any actions taken by or on behalf of Buyer shall be entitled to possession of the Assets upon the Closingor its Affiliates.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLLC Interests.

Sale and Purchase. 2.1 At the Closing, upon the terms and subject to the conditions set forth in terms of this Agreement, Seller the Vendor shall sell, convey, transfer, assign and deliver sell to the Buyer, and the Buyer shall purchase from the Vendor, the Capital Contribution Portion (the “Sale Shares”) together with all rights attaching or accruing to them at and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, Subject to and upon satisfaction or waiver of the terms and subject to the conditions set forth in of this Agreement, Seller at the Closing (as defined in Section 3 herein), Sellers shall sell, convey, transfer, assign transfer and deliver convey to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Sellers, all of the Seller’s rightsright, title and interest in and to the Assets. Buyer shall be entitled to possession Purchased Shares, free and clear of the Assets upon the Closingany and all Liens.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and receive accept from Seller, at the Closingall shares of Company Stock, free and clear of all Encumbrances any Liens (other than the Assumed Liabilitiestransfer restrictions under applicable securities Laws), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, conveyassign, transfer, assign convey and deliver at the Closing to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)purchase, all of the Seller’s rights, right; title and interest in and to the Business and Assets. Buyer shall be entitled , free and clear of any claim, lien or encumbrance of every kind and nature, except as otherwise set forth on Schedule 2.1 relating to possession of the Assets upon the Closingcertain leased assets or assets subject to equipment loans, described on Schedule 2.1.

Sale and Purchase. At the Closing, upon On the terms and subject to the terms and conditions set forth in this Agreement, Seller at the Closing, Buyer shall purchase from the Sellers, and the Sellers shall sell, convey, transfer, assign assign, convey and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rightsright, title and interest in and to the AssetsShares, free and clear of all Liens other than restrictions on transfer imposed under applicable securities laws (the “Stock Sale”). Buyer shall be entitled to possession As a result of the Assets upon Stock Sale and the other transactions contemplated hereby, at the Closing, Buyer will own all of the Shares and the Company will be a wholly owned subsidiary of Buyer.