Purchase and Sale of Acquired Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, sell, assign, transfer, convey and deliver to Buyer all of Seller’s right, title and interest as of the Closing Date in and to the Acquired Interests, and Buyer shall purchase, acquire, accept and pay for the Acquired Interests.
Purchase and Sale of Acquired Interests. Subject to the terms and conditions of this Agreement, DFI shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from DFI, all of DFI’s rights, title and interest in and to the Acquired Interests, free and clear of all Liens, in exchange for the consideration specified in Section 2.2.
Purchase and Sale of Acquired Interests. Subject to the terms and conditions, and based upon the representations and warranties, hereinafter set forth, Purchaser agrees to purchase, accept and pay for, and Seller agrees to sell, assign and deliver all of the Acquired Interests at the Closing (as hereinafter defined) for the Purchase Price set forth in Section 2.1.
Purchase and Sale of Acquired Interests. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will transfer, sell, and deliver to Purchaser, free and clear of all Encumbrances, other than Permitted Equity Encumbrances, and Purchaser will purchase and accept delivery of, the Acquired Interests.
Purchase and Sale of Acquired Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase, accept and acquire from each Seller, and each Seller agrees to sell, assign, transfer and convey to Buyer, the Acquired Interests owned by such Seller, in each case, free and clear of all Liens (other than (a) restrictions on transfer that may be imposed by state or federal securities Laws, (b) restrictions on transfer that are expressly set forth in the Organizational Documents of the Acquired Companies, (c) restrictions listed on Schedule 2.1 and (d) Liens that will be released in connection with the Closing pursuant to the Payoff Documentation).
Purchase and Sale of Acquired Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement and the Acquired Interests Assignment Agreement, Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the Acquired Interests, free and clear of any Liens other than (i) restrictions on transfer under applicable securities Laws or set forth in the Organizational Documents of the Company and (ii) Liens created by or resulting from the acts of Buyer or any of its Affiliates, and Xxxxx hereby agrees to purchase, assume and accept the Acquired Interests from Seller, in each case, effective as of the Closing Date.
(b) Upon the terms and subject to the conditions set forth in this Agreement, as consideration for the Acquired Interests, Buyer shall deliver to Seller, by electronic funds transfer of immediately available funds, to an account or accounts designated by Seller, (i) at the Closing, cash in an amount equal to the difference of (x) the Purchase Price less (y) the Seller Distribution Amount (the “Closing Payment”) and (ii) the payment, as and when due and payable, of the Earnout Amount in accordance with Section 2.2.
(c) Subject to the terms and conditions of this Agreement, on and following the Closing Date, Xxxxx hereby accepts, assumes and agrees to pay, discharge and perform (or cause to be paid, discharged and performed) when due all liabilities related to the Acquired Interests arising on and following the Closing Date, whether known or unknown, disclosed or undisclosed, matured or unmatured, contingent or otherwise.
Purchase and Sale of Acquired Interests. 15 Section 2.1 Purchase and Sale of Acquired Interests 15 Section 2.2 Pre-Closing Statement 15 Section 2.3 Purchase Price 15 Section 2.4 Deposit 15 Section 2.5 Purchase Price Adjustment 16 Section 2.6 Withholding 17 Section 2.7 Required Store Consents 17 ARTICLE III CLOSING AND TRANSACTIONS AT CLOSING 18 Section 3.1 Time and Place of Closing 18 Section 3.2 Closing Deliveries 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 20 Section 4.1 Organization 20 Section 4.2 Capitalization 20 Section 4.3 Due Authority; Execution and Delivery; Enforceability 21 Section 4.4 No Conflicts; Approvals 21 Section 4.5 Financial Statements 22 Section 4.6 Absence of Undisclosed Liabilities 22 Section 4.7 Absence of Certain Transactions 23 Section 4.8 Material Contracts 23 Section 4.9 Real Property; Title to Assets 25 Section 4.10 Authorizations of the Acquired Entities 25 Section 4.11 Compliance with Laws 26 Section 4.12 Proceedings 26 Section 4.13 Environmental 26 Section 4.14 Taxes 27 Section 4.15 Brokers 28 Section 4.16 Benefit Plans; Employee Matters 28 Section 4.17 Intellectual Property 29 Section 4.18 Transactions with Affiliates 30 Section 4.19 Privacy and Data Security 30 Section 4.20 Information Technology 31 Section 4.21 Insurance 31 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES 31 Section 5.1 Organization and Qualification 31 Section 5.2 Due Authority; Execution and Delivery; Enforceability 31 Section 5.3 No Conflicts; Approvals 32 Section 5.4 Proceedings 32 Section 5.5 Acquisition of Acquired Interests for Investment 32 Section 5.6 Financial Statements 33 Section 5.7 Financing 33 Section 5.8 No Brokers 33 ARTICLE VI PRE-CLOSING COVENANTS AND AGREEMENTS 34 Section 6.1 Operation of the Business 34 Section 6.2 Appropriate Action; Consents; Filings 36
Purchase and Sale of Acquired Interests. (a) Subject to the terms and conditions of this Agreement, at the Closing, the Member shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from the Member, the Acquired Interests, free and clear of any and all Liens, other than Liens imposed under the Securities Act of 1933, as amended (the “Securities Act”), and any other securities Laws, Liens in favor of Enterprises or its Affiliates pursuant to Indebtedness issued by Member or its Affiliates to Enterprises, or the Organizational Documents of the Company (the “Member Permitted Liens”).
(b) The consideration for the purchase and sale of the Acquired Interests (the “Transaction Consideration”) shall be comprised of the following:
(i) $15,400,000 (the “Cash Payment”) in cash to be paid by Buyer to the Member at the Closing, subject to adjustment as set forth in Section 2.03(a)(i); and
(ii) A promissory note to be issued by Buyer to the Member at the Closing in the principal amount of $10,000,000, substantially in the form attached hereto as Exhibit B-1 (the “Buyer Note”), with the Buyer Note being subject to set-off pursuant to Section 7.08(c) in order to satisfy indemnity obligations of the Member.
Purchase and Sale of Acquired Interests. 2 1.1. Transfer of Acquired Interests. 2
Purchase and Sale of Acquired Interests
