Purchase and Sale of Purchased Equity. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Entity shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser will purchase and acquire from the Seller Entity, all of the Seller Entity’s right, title and interest in and to all of the Purchased Equity (the “Equity Purchase”), free and clear of any and all Liens, in exchange for the consideration specified herein.
Purchase and Sale of Purchased Equity. 20 Section 2.1 Purchase of Purchased Equity 20 Section 2.2 Purchase Price 20 Section 2.3 Closing Statement and Post Closing Adjustment 21 Section 2.4 Tax Allocation 23 Section 2.5 Tax Treatment of Transaction 24 ARTICLE III THE CLOSING 24 Section 3.1 Time and Place of Closing 24 Section 3.2 Selling Parties’ Deliveries 24 Section 3.3 Purchaser’s Deliveries 26
Purchase and Sale of Purchased Equity. Subject to the terms and conditions set forth herein, Seller shall (and effective upon the Closing does hereby) sell, assign, transfer, convey and deliver to Buyer, and Buyer shall (and effective upon the Closing does hereby) purchase from Seller, all of Seller’s right, title and interest in the Purchased Equity, free and clear of any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Encumbrance”), other than any restriction imposed by or arising from any federal or state securities Laws.
Purchase and Sale of Purchased Equity. Closing 4
Purchase and Sale of Purchased Equity. For purposes of this Agreement, the “Purchase Price” means the sum of: (i) $15,000,000 (the “Cash Purchase Price”); and (ii) the promissory notes issued by Holdings to each Seller on the Closing Date in the form attached hereto as Exhibit A, having an aggregate principal amount of $15,000,000 (each, a “Promissory Note” and collectively, the “Promissory Notes”).
Purchase and Sale of Purchased Equity. Subject to the terms and conditions set forth herein, Seller shall sell, transfer, convey and deliver to WHP, and WHP shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest to the Purchased Equity, free and clear of any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership (each, an “Encumbrance”), other than Permitted Encumbrances.
Purchase and Sale of Purchased Equity. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase and acquire, and the Sellers shall sell, assign, transfer and convey to the Purchaser, the Purchased Equity. As consideration for the Purchased Equity, upon and subject to the terms and conditions set forth in this Agreement, the Purchaser shall pay the Sellers, in the manner described herein, (i) at the Closing, the Estimated Closing Purchase Price, and make the other payments to be made by it hereunder, including pursuant to Section 1.3 and (ii) after the Closing, any payments required to be made pursuant to Section 2.3.
Purchase and Sale of Purchased Equity. On the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below), Seller hereby sells and transfers to Buyer, and Buyer hereby purchases from Seller, all of Seller’s right, title, and interest in and to the Purchased Equity, including, without limitation, all rights associated with the Purchased Equity, free and clear of any mortgage, pledge, lien, charge, security interest, claim, or other encumbrance (“Encumbrance”), for the consideration set forth in Section 1.2.
Purchase and Sale of Purchased Equity
