Contribution and Purchase of Target Business. Upon the terms and subject to the conditions of this Agreement, at the Closing, Buyer shall acquire from Sellers and Sellers shall each contribute in part and sell in part and shall, in whole, convey, transfer, assign and deliver to Buyer, free and clear of all Restrictions, all right, title and interest of each Seller in, to and under the DJS LLC Interests, the PTA LLC Interests, and the DSI LLC Interests, as applicable, as more specifically set forth in Schedule 2.2, in exchange for (i) the Initial Cash, the Sxxxx Deferral Note, the right to receive the Post-Closing Cash, and Buyer’s assumption of the Assumed Liabilities, and (ii) the DXX Xxxxx Equity.
Contribution and Purchase of Target Business. Immediately prior to the Closing, the Sellers, DAL, Chardan, the Existing Members, the Newly-Formed LLCs and Seller Controlling Party will enter into the DAL Membership Interest Agreement. Upon the terms and subject to the conditions of the DAL Membership Interest Agreement, at the Closing. DAL shall acquire from Sellers, and Sellers shall each contribute in part and sell in part, and, in whole, convey, transfer, assign and deliver to DAL, free and clear of all Restrictions, all right, title and interest of each Seller in, to and under the DJS LLC Interests, the PTA LLC Interests and the DSI LLC Interests, as applicable, in exchange for (i) the Initial Cash, the Post-Closing Cash, and the Xxxxx Deferral Note and (ii) the XXX Xxxxx Equity, as more specifically set forth in the DAL Membership Interest Agreement.
