Obligation to sell and purchase. Subject to the terms of this agreement, each of the Sellers shall sell with full title guarantee, that number of Shares set opposite his name in column (2) of Schedule 1 and the Buyer shall purchase such interests in the same together with all rights attaching thereto at the date of this agreement.
Obligation to sell and purchase. Subject to the terms of this Agreement, each of the Vendors shall sell with full title guarantee, that number of Shares of which he or she is the registered holder or is entitled to be the registered holder (subject only to stamping of any transfer of shares from 3i Group Plc) at Completion and which are set opposite his name in column (2) of Schedule 1 and the Purchaser shall purchase such interests in the same together with all rights attaching thereto at Completion.
Obligation to sell and purchase. Xxxxxx agrees to sell to Xxxxx and Xxxxx agrees to purchase from Seller the Property upon the terms and conditions contained herein.
Obligation to sell and purchase. 11 ------------------------------- 4.2 SCHEDULING........................................................11 ---------- 4.3 DELIVERY POINT....................................................12 -------------- 4.4
Obligation to sell and purchase. 6 2.1 General.................................................................6 2.2 NGLs Reserved by UPR....................................................7 2.3
Obligation to sell and purchase. On and with effect from the Completion Date, the Seller shall sell, and the Buyers shall, subject to the terms of this Agreement, purchase the Company Shares free from any Encumbrance and with all rights attached thereto at the Completion Date.
Obligation to sell and purchase. Subject to the terms and conditions of this Agreement:
2.1.1 the Seller shall:
(a) sell the Shares to the Purchaser (or any Purchaser Group Undertaking nominated by the Purchaser); and
(b) assign or procure the assignment by the relevant Seller Group Undertakings of the Assigned Subordinated Loans and the Assigned Term Loans to the Purchaser (or any Purchaser Group Undertaking nominated by the Purchaser) on the terms set out in the Debt Assignment Agreements;
2.1.2 the Purchaser shall, or shall procure that a Purchaser Group Undertaking nominated by the Purchaser shall, relying on the Warranties and other obligations of the Seller under this Agreement:
(a) purchase the entire legal and beneficial ownership in the Shares from the Seller;
(b) accept the assignment of the Assigned Subordinated Loans and the Assigned Term Loans from the Seller or the relevant Seller Group Undertakings on the terms set out in the Debt Assignment Agreements; and
(c) in a manner compliant with all laws, provide funds to and procure that the relevant Group Company shall repay in full to the Seller and any relevant Seller Group Undertaking the Assumed Subordinated Loans and Assumed Term Loans.
Obligation to sell and purchase. Subject to the terms of this Agreement, the Seller shall sell the English Share to the UK Purchaser with full title guarantee and procure the German Shares to be sold to the German Purchaser with full title guarantee and the Purchasers (as the case maybe) shall purchase the relevant Shares accordingly. EIL, by its execution of this Agreement, hereby agrees to the sale of the German Shares and undertakes to carry out all necessary actions to facilitate the sale and transfer of the German Shares to the German Purchaser.
Obligation to sell and purchase. Subject to satisfaction or waiver of the Conditions, on and with effect from the Completion Date each Vendor (other than the trustees of the Employee Trust) shall sell or procure to be sold, and the Purchaser shall purchase, the number of Sale Shares set opposite the name of such Vendor in Column (2) of the Schedule Part 1. The Purchaser shall have no right to any dividend declared made or paid prior to the Completion Date.
Obligation to sell and purchase. On and with effect from the Completion Date, but conditional upon the Q-One Agreement becoming unconditional in all respects (other than any condition relating to this Agreement becoming unconditional) each Vendor shall sell or procure to be sold, and the Purchaser shall purchase, the number of Sale Shares set opposite the name of such Vendor in Column (2) of Schedule Part 1 free from all charges, liens, encumbrances and other third party rights and with all rights attached thereto with effect from the date of execution of this Agreement save for the Pre-Completion Dividend.
