Acquisition of Interests. At the Final Closing (defined below), ------------------------ each Contributor shall, subject to Section 1.4 hereof, contribute, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall (i) acquire and accept from such Contributor, all right, title and interest of such Contributor in such Contributor's Interests, free and clear of all Encumbrances (as defined in Section 2.1 hereof) except Permitted Encumbrances (as defined in Section 2.1 hereof), and (ii) deliver to such Contributor such Contributor's Consideration (defined below), both in accordance with this Contribution Agreement.
Acquisition of Interests. Upon request of the Company, the Executive (or, at the Executive's option, an Affiliated Entity) shall acquire and hold Interests (as defined below) on terms reasonably acceptable to the Company and the Executive. Prior to transferring any Interest, the Executive shall afford the Company the right to acquire the Interest proposed to be transferred on the terms described in this Section 9, and the Company shall, within 30 days of written notice from the Executive of his intention to transfer an Interest, inform the Executive whether it or its designee will acquire such Interest (in which case such Interest shall be acquired within 30 days thereafter). The amount payable by the Company or its designee for any such Interest shall be the fair market value as determined in accordance with Section 9(c). Twenty percent of the purchase price for such Interest shall be paid by the Company or its designee in cash upon the transfer of such Interest and the remainder shall be paid with the issuance by the Company of a recourse promissory note, secured by the Interest sold, bearing interest at the Interest Rate (as defined below), with interest payable annually in arrears and the principal of such note payable in six equal installments on the first, second, third, fourth, fifth and sixth anniversaries of the transfer.
Acquisition of Interests. Purchaser is acquiring the Interests for its own account and for investment, and not with a view to, or for sale in connection with, any distribution of any of such Interests.
Acquisition of Interests. At the Final Closing (as defined below), Seller shall, subject to Section 1.4 hereof, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall acquire and accept from Seller, all right, title and interest of Seller in the Premises, free and clear of all Encumbrances (as defined below) except Permitted Encumbrances (as defined below), and the Operating Partnership shall deliver to Seller the Consideration (as defined below), both in accordance with this Contract.
Acquisition of Interests. Upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, as more particularly set forth below, the Seller will sell, transfer and deliver to Purchaser, and Purchaser will purchase and acquire from the Seller, all of the Interests, free and clear of any Liens other than Permitted Liens.
Acquisition of Interests. (a) Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), MLG will transfer, convey and assign to BHC, and BHC will acquire from MLG, all of MLG’s rights, title and interests in and to the Share Capital. On the Closing Date, MLG will deliver to BHC an assignment of the Share Capital, free and clear of all liens, claims, charges, pledges, security interests, options or other legal or equitable encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Share Capital (each an “Encumbrance”).
(b) In exchange for the transfer and conveyance of the Share Capital, BHC will pay MLG the net book value of the Share Capital, (the “Purchase Price”) on the Closing Date. BHC’s payment of the Purchase Price shall be in such manner as BHC and MLG shall mutually agree.
Acquisition of Interests. On the Closing Date, upon the terms and subject to the conditions contained herein, Tulsa and Holdings shall transfer, assign and convey to the Acquiror, and the Acquiror shall acquire from Tulsa and Holdings, the Interests free and clear of all Liens (other than restrictions on transfer arising under applicable securities laws).
Acquisition of Interests. (a) Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), ML&CO. will transfer, convey and assign to BHC, and BHC will acquire from ML&CO., all of ML&CO.’s rights, title and interests in and to the Share Capital. On the Closing Date, ML&CO. will deliver to BHC an assignment of the Share Capital, free and clear of all liens, claims, charges, pledges, security interests, options or other legal or equitable encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Share Capital (each an “Encumbrance”).
(b) In exchange for the transfer and conveyance of the Share Capital, BHC will pay ML&CO. the net book value of the Share Capital, (the “Purchase Price”) on the Closing Date. BHC’s payment of the Purchase Price shall be in such manner as BHC and ML&CO. shall mutually agree.
Acquisition of Interests. 5 SECTION 2.02 Closing.........................................................6 SECTION 2.03 Certain Post-Closing Payments...................................7 SECTION 2.04 Amended Credit Support Agreement................................7
Acquisition of Interests. Upon the terms and subject to the conditions set forth herein, including the consummation of the Class B Contribution, the parties agree that on the Closing Date:
(a) El Paso Holding will cause Buyer to buy, and Seller will sell, assign, transfer and convey to Buyer, a 49% Class A Membership Interest (as defined in the LLC Agreement) in the Company and a 49% Class B Membership Interest in the Company (as defined in the LLC Agreement), in each case subject to the Senior Note Security Interests but free and clear of all other Liens (other than as set forth in the Amended LLC Agreement described below), in exchange for a cash payment of $128,000,000 by Buyer to Seller (which is $133,000,000 less the $5,000,000 deposit (the "Deposit") paid to Seller prior to the date hereof).
(b) To evidence the foregoing assignments and admit Buyer as a Class A and Class B member of the Company:
(i) Seller, Buyer and CalPERS will enter into the Second Amended and Restated Limited Liability Company Agreement (the "AMENDED LLC AGREEMENT") of the Company in substantially the form attached hereto as ANNEX 2.01-A;
(ii) Buyer will enter into a Security Agreement with the Trustee relating to the Purchased Interests in substantially the form attached hereto as ANNEX 2.01-B (the "BUYER SECURITY AGREEMENT"); and
(iii) The Company will cause to be issued in the name of each party a new certificate evidencing the Membership Interest of such party as contemplated by the terms of the Amended LLC Agreement, and the parties shall cause such certificates to be delivered to the Trustee together with duly executed transfer powers or assignments satisfactory to the Trustee, against surrender by the Trustee to the Company of the old certificates representing such Membership Interests.
