CONTRIBUTIONS; PURCHASE AND SALE -- Sample Clauses

CONTRIBUTIONS; PURCHASE AND SALE --. OF SECURITIES; CERTAIN RESTRICTIONS ON TRANSFER -----------------------------------------------
Sample 1
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CONTRIBUTIONS; PURCHASE AND SALE --. 2.1Initial Contribution of USARE. Concurrently with the execution of this Agreement, USARE will make its Initial Contribution to the Company of its portion of the Contributed Assets as provided in Section 2.4(a) below.
Sample 1
CONTRIBUTIONS; PURCHASE AND SALE --. 11 Section 2.01 Formation of the Company; Pre-Closing Contributions 11 Section 2.02 Purchase and Sale of Purchased Equity 11 Section 2.03 Transaction Consideration 11 Section 2.04 Allocation of Purchase Price 12 Section 2.05 Withholding Tax 13 Article III CLOSING 13 Section 3.01 Closing 13 Section 3.02 Closing Deliverables 14 Article IV REPRESENTATIONS AND WARRANTIES OF THE PARENT GROUP 14 Section 4.01 Organization and Authority of Seller; Enforceability 14 Section 4.02 No Conflicts; Consents 15 Section 4.03 No Vote Required 15 Section 4.04 Intellectual Property; Contributed Assets 16 Section 4.05 Assigned Contracts 17 Section 4.06 Legal Proceedings 17 Section 4.07 Solvency 17 Section 4.08 Ownership of Purchased Equity 18 Section 4.09 Capitalization of the Company 18 Section 4.10 Operations of the Company 18 Section 4.11 Brokers 18 Section 4.12 Taxes 18 Section 4.13 Exclusivity of Representations 18 Article V [RESERVED] 18 Article VI REPRESENTATIONS AND WARRANTIES OF WHP 19 Section 6.01 Organization and Authority of WHP; Enforceability 19 Section 6.02 No Conflicts; Consents 19 Section 6.03 Brokers 19 Section 6.04 Financing 19 Section 6.05 Exclusivity of Representations 20 TABLE OF CONTENTS (continued) Article VII COVENANTS 20 Section 7.01 Conduct of Business Prior to the Closing 20 Section 7.02 Access to Information 21 Section 7.03 No Solicitation of Other Bids 22 Section 7.04 Notice of Certain Events 23 Section 7.05 Private Placement 23 Section 7.06 Confidentiality 23 Section 7.07 Closing Conditions 23 Section 7.08 Public Announcements 24 Section 7.09 Taxes 24 Section 7.10 Further Assurances 25 Section 7.11 Regulatory Compliance 25 Section 7.12 R&W Insurance 26 Section 7.13 Prepayment of Payoff Credit Facility Indebtedness 26 Section 7.14 Debt Financing Cooperation. 27 Section 7.15 Management Agreement 27 Section 7.16 Formation of Company and Contribution Co 27 Section 7.17 IP Contribution 28 Section 7.18 WHP Financing Obligations 29 Article VIII CONDITIONS TO CLOSING 29 Section 8.01 Conditions to Obligations of All Parties 30 Section 8.02 Conditions to Obligations of WHP 30 Section 8.03 Conditions to Obligations of the Parent Group 31 Article IX INDEMNIFICATION 31 Section 9.01 Indemnification By Seller 32 Section 9.02 Indemnification By WHP 32 Section 9.03 Indemnification Procedures 33 Section 9.04 Survival 34 Section 9.05 Limitations on Indemnification 34 Section 9.06 Tax Treatment of Indemnification Payments 34 Section 9.07 Effect of Investigation 34 S...
Sample 1

Related to CONTRIBUTIONS; PURCHASE AND SALE --

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Contribution Transferor agrees to contribute and Transferee agrees to acquire the Property for the Purchase Price.

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase Price; Purchase and Sale The purchase price for the Mortgage Loans shall be payable by the Company to the Seller on the Closing Date either (i) by appropriate notation of an inter company transfer between affiliates of UBS or (ii) in immediately available Federal funds wired to such bank as may be designated by the Seller. Upon payment of the purchase price by the Company, the Seller shall be deemed to have transferred, assigned, set over and otherwise conveyed to the Company all the right, title and interest of the Seller in and to the Mortgage Loans as of the Cut-Off Date, including all interest and principal due on the Mortgage Loans after the Cut-Off Date (including scheduled payments of principal and interest due after the Cut-Off Date but received by the Seller on or before the Cut-Off Date, but not including payments of principal and interest due on the Mortgage Loans on or before the Cut-Off Date), together with all of the Seller’s right, title and interest in and to the proceeds of any related title, hazard, primary mortgage or other insurance policies together with all rights with respect to the related Mortgage Loans, and only with respect to the Mortgage Loans, under each of the Servicing Agreements (other than those rights under the Servicing Agreements that do not relate to servicing of the Mortgage Loans (including, without limitation, the representations and warranties made by each Servicer (in its capacity as loan seller to the Transferor) and the document delivery requirements of such Servicer and the remedies (including indemnification) available for breaches thereto), which rights were retained by the Transferor pursuant to the Assignment Agreements). The Company hereby directs the Seller, and the Seller hereby agrees, to deliver to the Master Servicer all documents, instruments and agreements required to be delivered by the Company to the Master Servicer under the Pooling and Servicing Agreement and such other documents, instruments and agreements as the Company or the Trustee shall reasonably request. The Seller shall use its reasonable best efforts to cause each Servicer to enter into the related Assignment Agreement in form and substance satisfactory to the Seller and the Company in order to effectuate the assignment to the Company of the Servicing Agreements with respect to the Mortgage Loans.

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

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