Purchase and Sale of Partnership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each of the Sellers shall sell and Buyer shall purchase from Sellers, all of their Partnership Interests for the consideration specified in
Purchase and Sale of Partnership Interests. Subject to the terms and conditions of this Agreement, the Sellers agree to sell, transfer and deliver to the Purchaser, and the Purchaser agrees to purchase, acquire and accept delivery from the Sellers, all of the issued and outstanding partnership interests in the Company, including all general and limited partnership interests in the Company (collectively, the "COMPANY INTERESTS"), owned or held by the Sellers, which Company Interests to be sold by each Seller and purchased hereunder are set forth opposite each such Seller's name on SCHEDULE 1.1 attached hereto. Notwithstanding anything to the contrary in this Agreement, the Acquisition shall be consummated by the transfer of the Company Interests as follows: (i) all Company Interests constituting general partnership interests shall be assigned by the Sellers at Closing to Lexington Services, Inc., a Delaware corporation and wholly-owned subsidiary of Purchaser (the "NEW GP"), and (ii) all Company Interests constituting limited partnership interests shall be assigned by the Sellers at Closing to Lexington Services Limited, Inc., a Delaware corporation and a wholly-owned subsidiary of Purchaser (the "NEW LP") (the New GP and New LP are referred to herein as the "NEW PARTNERS").
Purchase and Sale of Partnership Interests. Upon the terms and subject to the conditions set forth herein, each 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 each Seller at the Closing, all of each Seller's right, title, estate, and interest in and to such Seller's respective Partnership Interests, free and clear in each case of all liens, security interests, and encumbrances whatsoever. Sellers waive and release any claims for fees that may be payable by the Partnership to either of them or any of their respective affiliates, except any fees already accrued on the books and records of the Partnership as of the date hereof.
Purchase and Sale of Partnership Interests. At the Closing (described at Section 9 hereof) Selling Partners will sell the Partnership Interests to Purchaser, and Purchaser will purchase the Partnership Interests from Selling Partners, for the following price and terms:
Purchase and Sale of Partnership Interests. 1 Section 1.1 Purchase and Sale of Partnership Interests 1 Section 1.2 Excluded Assets 2 Section 1.3 Retention of Records 3 Section 1.4 Assignability and Consents 3 Section 1.5 Removal of Excluded Assets 4 ARTICLE II. LIABILITIES 5 Section 2.1 Assumption of Liabilities 5 Section 2.2 Exclusion of Liabilities 5 ARTICLE III. PURCHASE PRICE AND DEPOSIT 6 Section 3.1 Purchase Price 6 Section 3.2 Deposit 6 Section 3.3 Allocation of Purchase Price 6 Section 3.4 Risk of Loss 7 ARTICLE IV. PRORATIONS AND ADJUSTMENTS 7 Section 4.1 Closing Statement 7 Section 4.2 Operations Settlement 8 Section 4.3 Accounts Receivable 9 Section 4.4 Adjustment For Progressive Liabilities 9 ARTICLE V. CLOSING 9 Section 5.1 Time and Place 9 Section 5.2 Deliveries at Closing 9
Purchase and Sale of Partnership Interests. 2.1 Parent agrees to issue and sell to Investor, and Investor agrees to purchase from Parent, immediately prior to the Closing but conditioned thereon, the LP Interests, for an aggregate purchase price of $200 million in cash, which amount shall be payable immediately prior to the Closing but conditioned thereon by wire transfer of immediately available funds to an account designated in writing by Parent not less than three (3) Business Days prior to the Closing, subject to the substantially contemporaneous consummation of the transactions contemplated by the Merger Agreement, the Equity Documents and the following conditions as of the closing of the transactions contemplated hereby (the “Investment Closing”):
Purchase and Sale of Partnership Interests. Section 1.1 Purchase and Sale of Partnership Interests...................... 2
Purchase and Sale of Partnership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller Party shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase from each Seller Party, all of such Seller Party’s right, title and interest as of the Closing Date, in and to the Partnership Interests set forth next to such Seller Party’s name on Schedule B hereto, free and clear of all Liens.
Purchase and Sale of Partnership Interests. Section 1.2
Purchase and Sale of Partnership Interests. In reliance upon and subject to the terms and conditions hereinafter set forth, at the Closing, the Limited Partners shall sell, assign, transfer, convey and deliver to Purchaser the Partnership Interests, in each case free and clear of all Liens. The aggregate purchase price (the "LP PURCHASE PRICE") for the Partnership Interests is $10,642,500, which amount shall be paid among the Limited Partners and in the manner specified in ARTICLE 3.
