Purchase and Sale of Partnership Interests Clause Samples
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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. 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. 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. 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. 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 $150.0 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 (x) a number of Class A Units (as defined in the Interim Investors Agreement) equal to (1) (A) one (B) minus the A/B Allocation Percentage multiplied by (2) $150.0 million divided by (3) $13.50, (y) a number of Class B Units (as defined in the Interim Investors Agreement) equal to (1) the A/B Allocation Percentage multiplied by (2) $150.0 million divided by (3) $13.50 and (z) a number of Class C Units (as defined in the Interim Investors Agreement) equal to (1) the Investor Pro Rata Portion multiplied by (2) the Class C Preference calculated at the Investment Closing pursuant to the LP Agreement divided by (3) $13.50 (and such number of limited partnership interests of each class shall be in the same proportion as between the different classes of limited partnership interests in Parent purchased by Trident and any Affiliate thereof in connection with the Closing at the same purchase price paid by Trident or any such Affiliate); for purposes of this Agreement, the “A/B Allocation Percentage” shall be equal to (I) $200.0 million divided by (II) (A) the dollar amount of the Investor’s aggregate investment hereunder plus (B) the dollar amount of Trident’s aggregate investment in respect of limited partnership interests of Parent at the Closing plus (C) the amount of any co-investors (other than KZ, the Rollover Stockholders and their respective Affiliates) aggregate investment in respect of limited partnership interests of Parent at 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...
Purchase and Sale of Partnership Interests. 13 2.1 Purchase and Sale of Partnership Interests......................13 2.2
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. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties, covenants and agreements contained in this Agreement, at the Closing, the Partners agree to sell, assign and convey to Citadel, and Citadel agrees to purchase, acquire and accept from the Partners, all of the partnership interests in the Company (collectively, the "Partnership Interests").
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.