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. 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. 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 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
Section 3.1 below. As a result of Buyer’s acquisition of the Partnership Interests, Buyer shall indirectly acquire all of the Partnership’s right, title and interest in, and under all of the Partnership’s right, title and interest in and to those certain rights and assets set forth below, whether now existing or hereafter acquired, but excluding the Excluded Assets (the “Purchased Assets”):
(i) the Property;
(ii) the Assumed Contracts;
(iii) the Acquired Personal Property;
(iv) the Tray Ledger;
(v) the House Funds;
(vi) the Transferred Intellectual Property;
(a) all books and records of the Partnership (except to the extent related to the Excluded Liabilities, the Excluded Assets or otherwise proprietary to Parent or its Affiliates (other than the Partnership)), including without limitation, all architectural, structural, service manuals, engineering and mechanical plans, electrical, soil, wetlands, environmental, and similar reports, studies and audits, (b) all plans and specifications for the Hotel/Casino (including all working drawings), and (c) all human resources and other employee-related files and records relating to the Transferred Employees, except to the extent prohibited by Law (collectively, the “Books and Records”);
(viii) all Governmental Approvals, and pending applications therefor, to the extent transferable by Law;
(ix) any rights, claims, rebates, discounts and credits (including all indemnities, warranties and similar rights), performance and other bonds, security and other deposits, advance payments, and prepaid rents in favor of Sellers or any of its Affiliates or any of their respective Representatives to the extent relating to (a) the other Purchased Assets or (b) any Assumed Liabilities; and
(x) all other assets used primarily in the operation of the Property.
Purchase and Sale of Partnership Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller will sell to Buyer, and Buyer will purchase from Seller, all of Seller's rights, titles and interests in, to and under the Partnership Interests.
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”):
(a) The LP Interests shall consist of Class A Units, Class B Units and Class C Units. The number of limited partnership interests of each class (i.e. Class A Units, Class B Units and Class C Units) shall be issued to Investor in the same proportion (as between the different classes of limited partnership interests in Parent), and the purchase price per LP Interest shall be the same, in each case, as the limited partnership interests of Parent purchased by Trident and any Affiliate thereof in connection with the Closing;
(b) Each of the conditions to the Closing set forth in Article VI of the Merger Agreement shall have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, provided that such conditions are satisfied or waived at the Closing);
(c) Parent shall have given Investor at least three (3) Business Days’ prior written notice of the proposed date of the Closing;
(d) At the Closing, the Initial Investors shall have contributed or caused to be contributed a cash equity investment to Parent immediately prior to the consummation of the Merger under the Merger Agreement in the amount set forth in their respective Commitment Letters (as reduced by the amount of the Investor’s investment hereunder and other co-investments by other Persons);
(e) Evergreen Parent GP, LLC, the general partner of Parent (the “General Partner”), shall have amended and restated its limited liability company agreement (the “LLC Agreement”) to reflect the applicable terms set forth in to the Interim Investors Agreement;
(f) The limited partnership agreement of Parent (the “LP Agreement” and together with the LLC Agreement, the “Equity Documents”) shall have been amended and restated to reflect the applicable terms set forth i...
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, on the Closing Date, (i) the EBF Sellers shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from the EBF Sellers, the EBF Sold Interests, free and clear of any and all Liens and (ii) KAB/ABS Sellers shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase from the KAB/ABS Sellers, the KAB/ABS Sold Interests, free and clear of any and all Liens. For purposes of this Agreement, any Liens on the Partnership Assets shall not be deemed to constitute Liens on the Partnership Interests.
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.
Purchase and Sale of Partnership Interests. On the Closing Date (as defined below), TRTF and USAA shall each sell to UPAT, and UPAT shall purchase from TRTF and USAA, the Partnership Interests.
