and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Buyer, and Buyer hereby agrees to purchase from Seller (the “Sale”), the property described in this Section 1.1 (the “Property”).
and Sale. Section 1.01
and Sale. Subject to and upon the terms and conditions of this Agreement, including (a) the satisfaction or written waiver by PGE of the PGE Conditions Precedent, and (b) the satisfaction or written waiver by Seller of the Seller Conditions Precedent, on the Closing Date, Seller shall sell, assign, transfer, convey and deliver to PGE, and PGE shall purchase, acquire and accept from Seller, all of the Project Assets, free and clear of any and all Liens other than Permitted Liens. Upon the consummation of the purchase by PGE of the Project Assets, PGE agrees to assume and become responsible for, and shall pay, discharge or perform when due, all of the Assumed Liabilities as of and after the Closing Date. PGE and its Affiliates shall not assume or incur any Liability in respect of, and Seller shall remain bound by and be liable for, and shall pay, discharge or perform when due, the Retained Liabilities.
and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the following items (collectively, the “Property”):
and Sale. Upon the terms and subject to the conditions of this Agreement, Buyer and/or its permitted assign(s) will purchase the Purchased Interest from the Company and the Company will issue all of its right, title and interest in the Purchased Interest to Buyer, free and clear of all Liens.
and Sale. Subject to the terms herein set forth, at each Closing, the Seller agrees to sell, convey, assign and transfer to the Purchaser, and the Purchaser agrees to purchase, such Purchased Shares with respect to such Closing from the Seller for a purchase price per share equal to the Discounted Price. In no event shall the total number of shares sold by the Seller pursuant to this Agreement exceed the total number of Seller Shares. Prior to the Initial Closing, the Purchaser shall notify the Seller of the total number of Seller Shares.
and Sale. (a)Subject to the terms herein set forth, at the Initial Closing, (i) each Seller agrees (severally and not jointly) to sell, convey, assign and transfer to the Purchaser the number of Paired Interests set forth opposite such Seller’s name on Schedule I hereto (the “Initial Purchased Paired Interests”), and the Purchaser agrees to purchase such Initial Purchased Paired Interests from such Seller for a purchase price equal to the Offering Price per Initial Purchased Paired Interest and (ii) each Seller shall be responsible for the Per Share Underwriting Discount with respect to each Initial Purchased Paired Interest sold, conveyed, assigned and transferred by such Seller. For administrative convenience, the net amount per Initial Purchased Paired Interest paid to each Seller by the Purchaser shall be the Discounted Price.
and Sale. (a)Subject to the terms and conditions of this Purchase and Sale Agreement, (i) on the Closing Date, the Seller hereby sells, contributes, assigns, transfers, conveys and grants to the Purchaser, and the Purchaser hereby purchases, acquires and accepts from the Seller, all of the Seller’s rights, title and interest in and to the Maruishi Royalties, free and clear of any and all Liens, other than those Liens created under the Transaction Documents and (ii) on the First Milestone Closing Date, the Seller shall sell, contribute, assign, transfer, convey and grant to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s rights, title and interest in and to the Vifor Royalties, free and clear of any and all Liens, other than those Liens created under the Transaction Documents. For the avoidance of doubt, in the event that the First Milestone Event is not achieved by December 31, 2023, the Vifor Royalties shall not be sold or otherwise assigned to the Purchaser without the mutual agreement of the Purchaser and the Seller.
and Sale. At the Closing, subject to the terms and conditions set forth in this Agreement and in consideration of Buyer’s payment of the Purchase Price and assumption of the Assumed Liabilities, Buyer will purchase from Seller, and Seller will sell, convey, assign, transfer, and deliver to Buyer, free and clear of any Liens (other than Permitted Liens), all of the right, title and interest of Seller in and to the assets, properties and rights of Seller that exclusively relate to, or are exclusively used or held for exclusive use in connection with, the Business (collectively, the “Acquired Assets”), including the following (to the extent exclusively relating to, or exclusively used or held for use in connection with the Business):
and Sale. Section 2.1. When using a third-party financing or lease-purchase structure ESP will receive 100% of the Contract Sum, excluding M&V costs and any remaining contingency funds, from Entity once the Certificate of Acceptance (Exhibit D) is signed. The payments to ESP during the construction period (Interim Period) can be drawn down by ESP from the proceeds of the financing or lease through an escrow account set up by the financing institution. Payments will be made based upon the work completed and approved by Entity. Entity should require a retainage be withheld from ESP until the Certificate of Acceptance is executed at which time final payment can be made. Select applicable paragraph(s). The first paragraph is for lease-purchase agreements and shall be deleted if the project includes no lease-purchase components. Select the appropriate paragraph regarding Contract Sum. Entity agrees to lease Equipment through a third-party financier, name of lender, as provided for in a separate lease document, Schedule C Part 2 Financing Agreement and Payment Schedule. ESP agrees to provide the Equipment, together with installation, maintenance, and other services as provided herein, as in Schedule D Part 3 Equipment to be Installed by ESP based upon the terms and conditions set forth in Schedule C Part 2 Financing Agreement and Payment Schedule. The agreed to Contract Sum for the Work is a Guaranteed Maximum Price of $______ as set forth in Schedule C Part 1 Final Project Cost & Project Cash Flow Analysis. The Guaranteed Maximum Price includes a contingency of ___% ($____) as set forth in Schedule C Part 5 Contingency Fund. Financing and payment terms are described in Schedule C Part 2 Financing Agreement and Payment Schedule. The agreed to Contract Sum for the Work is a Fixed Price of $______ as set forth in Schedule C Part 1 Final Project Cost & Project Cash Flow Analysis. The Fixed Price includes a contingency of ___% ($____) as set forth in Schedule C Part 5 Contingency Fund. Financing and payment terms are described in Schedule C Part 2 Financing Agreement and Payment Schedule. ESP will provide the Work and related services identified in Schedule D Part 3 Equipment to be Installed by ESP and the services detailed in Schedule G Part 1 ESP’s Maintenance Responsibilities and Schedule C Part 3 Compensation to ESP for Annual Services. ESP shall supervise and direct the Work and shall be responsible for all construction means, methods, techniques, sequences, and procedur...
