Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement as of the date hereof (including, without limitation, its [Commitment] [Conduit Lending Limit] and all Loans, if any, or interests therein held by it) equal to the percentage (the “Percentage”) interest specified on the signature page hereto. After giving effect to such sale and assignment, [the Assignee will be a [Committed] [Conduit] Lender in the Lender Group that includes [ ] as the Managing Agent and] the Assignee’s [Commitment] [Conduit Lending Limit] will be as set forth in Section 2 of the signature page hereto. [As consideration for the sale and assignment contemplated in this Section 1, the Assignee shall pay to the Assignor on the Effective Date (as hereinafter defined) in immediately available funds an amount equal to $[ ], representing the purchase price payable by the Assignee for the interests in the transferred interest sold and assigned to the Assignee under this Section 1.]*
Purchase and Sale of Interest. Upon the terms and subject to the conditions set forth in this Agreement, the Seller hereby irrevocably agrees to sell, assign and convey the Interest to the Buyer, and the Buyer hereby agrees purchase, obtain and acquire the Interest from the Seller.
Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an undivided percentage interest (equal to the Percentage) in and to all of the Assignor’s rights and obligations under the Credit Agreement as of the Assignment Effective Date (the “Transferred Interest”), including, without limitation, the Percentage of the following: the Assignor’s [Commitment], the Assignor’s Loan Amount, and all interest, fees, and other Obligations owing to the Assignor that are accrued but unpaid as of the Assignment Effective Date. After giving effect to such sale and assignment, the Assignee will be a [Committed Lender] [Conduit Lender] in the Related Group shown above.
Purchase and Sale of Interest. Subject to the terms and conditions of this Agreement, Seller hereby sells, conveys, transfers and delivers to Purchaser, and Purchaser hereby purchases from Seller, Seller’s Interest, free and clear of all liens, claims, pledges, security interests and other encumbrances of any kind or nature whatsoever, for the consideration set forth in Section 2.
Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations as a Bank under the Loan Agreement as of the date hereof equal to the Percentage specified on the signature page hereto of all outstanding rights and obligations of all Banks under the Loan Agreement. After giving effect to such sale and assignment, the Assignee’s Bank Commitment and the principal amount of Advances held by the Assignee will be as set forth in Section 2 of the signature page hereto.
Purchase and Sale of Interest. If any Member is in Payment Default, and the Member does not cure the default within fifteen (15) days by payment of the full amount of the Deferred Capital Contribution which is due, plus accrued interest on the defaulted amount, the Managing Member may send a notice to all non-defaulting Members stating that those non-defaulting Members wishing to purchase said interest shall have the prorata right to do so by giving notice of such intent to the Managing Member within fifteen (15) says of their receipt of the notice. Any Member failing to give such notice of intent within such fifteen (15) day period shall be deemed to have waved such right and any portion of the defaulting Member’s interest not so acquired by non-defaulting Members shall be offered to the remaining non-defaulting Members by notice from the Managing Member and any such non-defaulting Member shall have a pro rata right to acquire the interest offered by giving the Managing Member notice within fifteen (15) days of their receipt of the notice. This procedure will be followed until all of the defaulting Member’s interest has been acquired by the non-defaulting Members if they so elect. (Any Member acquiring such interest is sometimes hereinafter referred to as a “Replacement Member”.) The total purchase price for any purchase under this Section shall be 100% of the defaulting Member’s Ownership Interest Value, less all interest accrued on the defaulted amount to the date of such purchase, such 100% discount representing the risk, hardship and administrative costs of the default to the LLC. The purchase price shall be payable in cash. Notwithstanding the foregoing, if Replacement Member or Members purchase the defaulting Member’s interest, the Replacement Member shall have all rights associated with the entire interest. Any purchaser acquiring a defaulting Member’s interest pursuant to this Section shall be obligated to contribute any remaining additional contributions required of such Member under this Agreement.
Purchase and Sale of Interest. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, an interest in and to all of the Assignor’s rights and obligations under the Agreement, the Initial Purchase Agreement, the Secondary Purchase Agreement, the Deposit Account Control Agreement, all amendments and waivers to any of the foregoing and all other agreements and documents delivered and/or related hereto or thereto (collectively, the “Transaction Documents”) as of the date hereof equal to the percentage interest (the “Percentage”) specified on the signature page hereto of all outstanding rights and obligations under the Transaction Documents. After giving effect to such sale and assignment (and any other sales and assignments by the Assignor which are effective concurrently), the Bank Commitment of the Assignor and the Assignee and the amount of the Capital held by the Assignor and the Assignee will be as set forth in Section 2 of the signature pages hereto. As of the Effective Date, the Assignee shall [become/replace the Assignor as] [a/the] Bank [and Agent] under the Transaction Documents. As consideration for the sale and assignment contemplated in this Section 1, the Assignee shall pay to the Assignor on the Effective Date (as hereinafter defined) in immediately available funds an amount equal to $_________, representing the purchase price payable by the Assignee for the interests in the outstanding Receivable Interests sold and assigned to the Assignee under this Section 1.
Purchase and Sale of Interest. Subject to the terms and conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements of the Parties contained herein, at the Closing, Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, all of the Interests, free and clear of all Liens other than Permitted Liens.
Purchase and Sale of Interest. Subject to the terms and conditions of this Agreement, Seller shall sell, transfer, convey, assign, and deliver to Buyer and Buyer shall purchase and accept from Seller, the Interest, free and clear of all liens, claims, security interests, charging orders, and encumbrances whatsoever (other than under the Agreement Establishing Orange County – Poughkeepsie Limited Partnership, dated as of April 21, 1987, as amended (the "Partnership Agreement"), and the Communications Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively the "Act")).
Purchase and Sale of Interest. The Company hereby purchases from Fusion and Fusion hereby sells to the Company, a membership interest representing one percent (1%) of the outstanding membership interests in the Company and one (1)
