Agreement to Sell and to Purchase Sample Clauses

Agreement to Sell and to Purchase. (a) On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, in consideration of the Purchase Price, LGC shall sell, assign, transfer, convey and deliver to GP Buyer, and CST shall cause GP Buyer to purchase and accept from LGC, the Membership Interests, free and clear of any pledges, restrictions on transfer, proxies, voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (collectively, the “Encumbrances”), except for (1) restrictions on transfer arising under applicable securities Laws, (2) the applicable terms and conditions of the Partnership Agreement and (3) the applicable terms and conditions of the Lehigh GP LLC Agreement. (b) The closing of the sale and purchase set forth in Section 1.1(a) (the “Closing”) shall take place at 9:00 a.m. (Central Time) at the offices of Xxxx Xxxxxxxx LLP in Houston, Texas, or at such other time and location as the Parties shall agree in writing, on a date to be specified by the Parties, which shall be the later of (i) the third Business Day following the satisfaction or (to the extent permitted by Law) waiver by the Party or Parties entitled to the benefits thereof of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing) and (ii) October 1, 2014. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date.” (c) GP Buyer hereby agrees, and LGC hereby acknowledges, that effective simultaneously with the Closing and its acquisition of all of the Membership Interests by delivery of the GP Assignment by LGC to GP Buyer, GP Buyer will: (i) be bound by and subject to the terms and conditions of the Lehigh GP LLC Agreement, and GP Buyer acknowledges that Lehigh GP is a party to, bound by and subject to the terms and conditions of, the Partnership Agreement; and (ii) assume and agree to pay, perform and discharge when due all of LGC’s obligations, duties and liabilities under the Lehigh GP LLC Agreement from and after the consummation of the Closing. Effective simultaneously with the Closing, LGC will cause GP Buyer to be admitted as the sole member of Lehigh GP with the right to participate in the management of the business and affairs, and to exercise all of the rights and powers of the sole member, of Lehigh GP, and concurrently therewith LGC will cease to be a m...
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Agreement to Sell and to Purchase. Subject to and in accordance with the terms, conditions and provisions hereof, Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller.
Agreement to Sell and to Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, the Stock. At the Closing, the Seller shall deliver to the Purchaser or its designees a certificate or certificates representing the Stock, duly endorsed in blank for transfer or accompanied by appropriate powers duly executed in blank.
Agreement to Sell and to Purchase. On the Closing Date (as defined in Section 2) and upon the terms set forth in this Agreement, the Optionholder shall sell, assign, transfer, convey and deliver the number of Elected Shares indicated below the Optionholder's signature on page 3 hereof to Purchaser, and Purchaser shall purchase and accept such Elected Shares from the Optionholder.
Agreement to Sell and to Purchase. On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, convey and deliver the Shares, free and clear of any Liens, limitations or restrictions (other than restrictions under applicable securities laws), to the Buyer, and the Buyer shall purchase and accept the Shares from the Seller (the “Stock Purchase”).
Agreement to Sell and to Purchase. In consideration of and subject to the mutual covenants, terms and conditions contained in this Agreement, the Sellers of each Aircraft agree to sell such Aircraft to Buyer or the relevant Buyer’s Nominee and Buyer hereby agrees to purchase or cause the relevant Buyer’s Nominee to purchase each of the Aircraft from the Sellers.
Agreement to Sell and to Purchase. On the date hereof and upon the terms set forth in this Agreement, the Investor agrees to purchase and accept and the Company agrees to sell and issue to the Investor the Purchase Shares.
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Agreement to Sell and to Purchase. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Seller shall sell, assign, transfer, convey and deliver to the Buyer the Subject Membership Interest free and clear of any pledges, restrictions on transfer, proxies and voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever ("Encumbrances"), and the Buyer shall purchase and accept the Subject Membership Interest from Seller, in exchange for an aggregate purchase price of $254,800,000 payable as set forth in Section 1.4(b) (the "Purchase Price").
Agreement to Sell and to Purchase. On the Closing Date and upon the terms and subject to the conditions set forth in this Agreement, the Seller shall (and the Seller Parent shall cause the Seller to) sell, assign, transfer, convey and deliver all of the Shares, free and clear of any pledges, restrictions on transfer, proxies and voting or other agreements, liens, claims, charges, mortgages, security interests or other legal or equitable encumbrances, limitations or restrictions of any nature whatsoever (“Encumbrances”), to the Buyer, and the Buyer shall purchase the Shares from the Seller.
Agreement to Sell and to Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined in Section 6.1), AsherXino shall purchase from Sellers, and Sellers shall sell, transfer, assign, convey and deliver to AsherXino, the Interest. With regard to Sellers’ Interest in the Production Sharing Contract, Sellers hereby agree to take such other action and execute such additional documents as may be necessary to carry out the sale, assignment, conveyance and delivery to AsherXino of the Interest within a reasonable time following the execution of a final, binding and enforceable Production Sharing Contract, but in no event longer than six (6) months from the Closing Date (as defined in Section 6.1).
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