Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, the Interests. Seller shall transfer the Interests to Buyer by delivery of the Assignment Document at Closing.
Purchase and Sale of Interests. Subject to the terms and conditions set forth in this Agreement and in reliance upon NSAC's and Purchaser's representations set forth below, on the Closing Date (as defined below) NSAC shall sell to Purchaser, and Purchaser shall purchase from NSAC, the Interests for (i) $68,850,000 in cash plus an amount equal to 25% of the net proceeds (the "25% Offering Proceeds"), if any, received by Purchaser in the initial underwritten offering conducted pursuant to the terms of that certain Registration Rights Agreement (the "WNP RRA") between Purchaser and certain stockholders of WNP Communications, Inc., dated January 14, 1999 (the "WNP Initial Offering") (the "Monetary Purchase Price") plus (ii) an additional $68,850,000 less the 25% Offering Proceeds, if any, to be payable, at Purchaser's election, either in (A) cash, (B) shares of Purchaser's Class A Common Stock, par value $.02 per share ("Purchaser Common Stock") or (C) any combination of cash and shares of Purchaser Common Stock (the "Remaining Purchase Price"). Such sale and purchase shall be effected on the Closing Date by NSAC executing and delivering to Purchaser an Assignment of Interests in the form attached hereto as Exhibit B against payment or delivery as appropriate, by Purchaser to NSAC of the Monetary Purchase Price and the Remaining Purchase Price. Purchaser shall pay the Monetary Purchase Price and such portion of the Remaining Purchase Price that Purchaser elects to pay in cash by wire transfer of immediately available funds to such account as NSAC shall designate, with such designation to occur not less than three (3) Business Days prior to the Closing Date. Purchaser shall deliver shares of Purchaser Common Stock to NSAC having a value (determined as provided in the next sentence) equal to the balance, if any, of the Remaining Purchase Price not paid in cash. Each share of Purchaser Common Stock so delivered shall be deemed to have a value equal to its Volume-Weighted Average Trading Price (as defined below) for the twenty trading days preceding (but not including) the Closing Date hereunder (with appropriate adjustments for any stock splits, stock dividends or the like that may occur during such period).
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained herein, at the Closing, Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, all of the Interests, free and clear of any Liens, in exchange for the Transaction Consideration.
Purchase and Sale of Interests. Subject to the terms and conditions of this Agreement, at the Closing, each of the Sellers shall transfer and deliver to the Buyer, and the Buyer shall purchase and accept from each of the Sellers, all of the right, title and interest of the applicable Seller, as of the Closing Date, in and to the Class A Interests and the Class B Interests owned by the applicable Seller.
Purchase and Sale of Interests. Upon the terms and subject to the conditions of this Agreement, as of the Effective Date (the “Closing Date”), the Purchaser shall purchase the Interest for the Purchase Price (as defined below) (the “Interest Purchase”).
Purchase and Sale of Interests. Sale and Issuance of Notes and Warrants........................9 SECTION 2.02 Closing........................................................9 SECTION 2.03 Closing Deliveries by the Company.............................10 SECTION 2.04 Closing Deliveries by the Purchasers..........................10 ARTICLE III REPRESENTATIONS AND WArranties OF THE COMPANY
Purchase and Sale of Interests. 8 2.1 Purchase, Sale and Assumption of Assets and Liabilities 8 2.2 Employment of Certain Seller Employees 9 2.3 Purchase Price 13 2.4 Closing 13 2.5 Post-Closing Adjustments 14 ARTICLE III REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY 14 3.1 Organization; Standing and Power 14 3.2 Capitalization 15 3.3 Authority; Noncontravention 15 3.4 Approvals 15 3.5 Litigation 16 3.6 Absence of Liabilities 16 3.7 Material Contracts and Obligations 16 3.8 Compliance 17 3.9 Licenses, Permits and Authorizations 17 3.10 Environmental Matters 17 3.11 Appropriateness of Payments 17 3.12 Powers of Attorney 18 3.13 Banking 18 3.14 Disclosures 18 3.15 Social Services Payments 18 3.16 Physical Inspection Reports 18 3.17 Litigation or Insurance Claims 18 ARTICLE IV REPRESENTATIONS AND WARRANTIESCONCERNING MANAGEMENT RIGHTS 18 4.1 Management Documents 18 4.2 Termination of the Management Agreements 19 4.3 The Company as Property Manager 19
Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) each Seller shall assign, transfer and deliver to the Purchaser all right, title and interest of such Seller in and to the Interests set forth opposite its name on Schedule 1 hereto and (b) the Purchaser shall purchase, acquire and accept from each Seller all right, title and interest of such Seller in and to such Interests set forth opposite such Seller’s name on Schedule 1 hereto, in each case free and clear of any Liens (other than Permitted Liens). Each Seller irrevocably authorizes the Companies to, and the Companies shall, effect the foregoing transfer on the record books of Xxxxx and/or Mill Run, as applicable, on the Closing Date without any further action or authorization from such Seller and without any requirement for such Seller to be present or represented at the Closing and such transfer shall be deemed to occur automatically and concurrently with the closing of the transactions contemplated by the Contribution Agreement.
Purchase and Sale of Interests. 6 ARTICLE 3
Purchase and Sale of Interests. (a) Simultaneously with the execution of this Agreement, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign and deliver to Purchaser, all of the Interests, free and clear of all Encumbrances.
(b) At the Closing, Purchaser shall pay, in consideration for the purchase of the Interests pursuant to Section 2.1(a), the Closing Consideration.
