Purchase and Sale of Partnership Interest. On the Closing Date (i) WIC GP hereby sells to CIG Sub 1, and CIG Sub 1 hereby purchases from WIC GP, all of WIC GP’s general partnership interest in WIC for an aggregate cash amount of $106,000,000 (the “Sub 1 Purchase Price”), and (ii) WIC LP hereby sells to CIG Sub 2 and CIG Sub 2 hereby purchases from WIC LP, all of WIC LP’s limited partnership interest in WIC for aggregate cash amount of $106,000,000 (the “Sub 2 Purchase Price”, and together with the Sub 1 Purchase Price, collectively the “Partnership Purchase Price”). Both WIC GP and WIC LP expressly approve and consent to the sale of the partnership interests to CIG Sub 1 and CIG Sub 2, respectively, and both agree to relieve the other from any further obligations under the Partnership Agreement.
Purchase and Sale of Partnership Interest. Subject to the terms and conditions of this Agreement, WNC shall purchase from Seller and Seller shall sell, assign, transfer and deliver to WNC, the Partnership Interest, effective as of the close of business on April 10, 1998 (the "Closing"). At the Closing, Seller shall deliver to WNC any and all documents reasonably requested by WNC to evidence the transfer in ownership of the Partnership Interest and any other documents reasonably related to the transactions contemplated by this Agreement.
Purchase and Sale of Partnership Interest. Effective as the date of exercise of the Purchase Option, Cetus hereby purchases, and the Limited Partner hereby sells to Cetus, all of such Limited Partner's interest in the Partnership.
Purchase and Sale of Partnership Interest. Contemporaneously with the signing and delivery of this Agreement, Buyer will buy the Partnership Interest from Seller and Seller will sell the Partnership Interest to Buyer.
Purchase and Sale of Partnership Interest. Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained in this Agreement, as of 9:00 a.m. Houston, Texas time on the Closing Date:
(a) Seller hereby sells, assigns, transfers and delivers, free and clear of any Liens, the Partnership Interest, together with all rights, titles, interests, remedies, powers and privileges thereunto appertaining, to Purchaser; and Purchaser hereby purchases and accepts the Partnership Interest and assumes Seller’s obligation to fund the remaining Unfunded Commitment with respect to the Partnership Interest of approximately $1,353,000 and hereby agrees to be bound by the Partnership Agreement as a Limited Partner;
(b) Purchaser shall pay the Purchase Price to Seller by wire transfer of immediately available funds to an account designated in writing by Seller;
(c) Seller shall pay a placement fee equal to 3% of the Purchase Price to Hxxxxxx Plant Oakley Ltd. by wire transfer of immediately available funds to an account designated in writing by Purchaser;
(d) Seller hereby withdraws from the Partnership as a limited partner; and
(e) After giving effect to the sale and purchase under this Section and the completion of the Closing, Seller shall be a substituted Limited Partner in the Partnership with a 5⅓% Percentage Interest in the Partnership.
Purchase and Sale of Partnership Interest. On the terms and subject to the conditions of this Agreement on the Completion Date:
2.1.1 The Seller shall sell, transfer and deliver to the Purchaser and the Purchaser shall purchase from the Seller the 93.77% LP Interest, free of any Encumbrance (other than the Permitted Encumbrances) for a purchase price of U.S.$19,294,239 (the “93.77% LP Interest Price”).
2.1.2 The Seller shall procure the sale, transfer and delivery by PHTH to the Purchaser, and the Purchaser shall purchase from PHTH, the 1% GP Interest, free of any Encumbrance (other than the Permitted Encumbrances), for a purchase price of U.S.$205,761 (the “1% GP Interest Price”).
2.1.3 The 93.77 % LP Interest Price and the 1% GP Interest Price shall together constitute U.S.$ 19,500,000 (the “Interest Purchase Price”).
Purchase and Sale of Partnership Interest. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date the Partnership shall issue and sell to Purchaser, and Purchaser shall purchase from the Partnership, the Purchased Interests free and clear of all Liens and transfer restrictions other than restrictions on transfer under the applicable securities laws and that may arise under the A&R LPA. The purchase price for the Purchased Interests is $366,180,921 (the “Base Purchase Price”) in cash for the portion of the Purchased Interests that are Class A Partnership Units, and $8,000,000 in cash for the portion of the Purchased Interests that are Class D Partnership Units, each as adjusted pursuant to this Agreement (the sum of such amounts following all such adjustments, the “Purchase Price”), payable by Purchaser as set forth herein. Any subsequent payments by Purchaser to the Partnership shall be in accordance with the A&R LPA.
Purchase and Sale of Partnership Interest. 4 2.1 THE CLOSING; CLOSING DATE...............................................................................4 -------------------------
Purchase and Sale of Partnership Interest. Upon the terms and subject to the conditions set forth herein, Seller agrees to convey, sell, transfer, assign, and deliver to Buyer at the Closing (as hereinafter defined), and Buyer agrees to buy and take from Seller at the Closing, all of Seller's right, title, estate, and interest in and to the Partnership Interest, free and clear in each case of all liens, security interests, and encumbrances whatsoever.
Purchase and Sale of Partnership Interest
