Purchase and Sale of Purchased Interests. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, convey, transfer and assign to Purchaser at Closing, and Purchaser hereby agrees to purchase and acquire from Seller at Closing, all right, title and interest in and to the Purchased Interests, free and clear of all Liens (other than Liens imposed by Applicable Law related to the sale, transfer, pledge or other disposition of securities).
Purchase and Sale of Purchased Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Sellers shall sell, assign, transfer and convey to Buyer (or a designated Subsidiary of Buyer), and Buyer (or a designated Subsidiary of Buyer) shall purchase and acquire from Sellers, the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws.
Purchase and Sale of Purchased Interests. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Interests, free and clear of all Liens (other than Permitted Liens).
(b) In consideration for the sale and transfer of the Purchased Interests by the Seller to the Purchaser, the Purchaser shall (x) make the issuances contemplated by Section 2.07, (y) make the payments contemplated by Section 2.08, if any, and (z) pay to the Seller, upon the terms and subject to the conditions set forth in this Agreement, an amount (the “Adjusted Purchase Price”) equal to:
(i) the Base Purchase Price;
(ii) minus the Leakage Amount (which Leakage Amount may be a positive number or zero), if any;
(iii) minus the amount of the Closing Transaction Expenses (which Closing Transaction Expenses may be a positive number or zero) to the extent not paid by or on behalf of the Seller prior to the Closing; and
(iv) plus the aggregate amount of all cash contributed to the Company after the Effective Time but before the Closing (which amount may be a positive number or zero), in each case, by or on behalf of Seller (“Closing Cash Contributions”).
(c) Not later than five Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its good faith estimates of (i) (A) the Leakage Amount, (B) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (C) Closing Cash Contributions, in each case, determined in accordance with this Agreement and (ii) the Adjusted Purchase Price resulting from the foregoing estimates (the “Estimated Purchase Price”).
Purchase and Sale of Purchased Interests. On and subject to the terms and conditions of this Agreement, at the Closing and for the consideration specified in this Article 2, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and receive from Seller, free and clear of all Liens, all of Seller’s rights and interests in and title to the Purchased Interests, which represent all of Seller’s limited liability company interests in the Company.
Purchase and Sale of Purchased Interests. On the terms and subject to the conditions set forth in this Agreement, the Sellers agree to sell, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase, all of the Purchased Interests as further specified in Exhibit A.
Purchase and Sale of Purchased Interests. On the Closing Date, but effective as of the Effective Time and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Purchased Interests, free and clear of any and all Liens other than transfer restrictions imposed thereon by applicable securities Laws.
Purchase and Sale of Purchased Interests. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, convey, transfer and assign to Purchaser, and Purchaser shall purchase and acquire, all right, title and interest in and to the Purchased Interests.
Purchase and Sale of Purchased Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws. The Closing shall occur immediately following the closing of the transactions contemplated by the Centrahoma Purchase Agreement.
Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and Buyer shall purchase from Seller, the Purchased Interests for an aggregate purchase price of $56,075,000 (the “Base Purchase Price”), as adjusted pursuant to Section 1.2 and Section 1.5.
Purchase and Sale of Purchased Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Buyers, free and clear of all Encumbrances, and Buyers shall purchase from Sellers, the Purchased Interests, as set forth on the Purchased Interest Schedule. In consideration of such sale, each Seller shall have the right hereunder to receive its Pro Rata Portion of the Closing Date Purchase Price, which consideration shall be payable pursuant to Section 2.3, and Summit shall have the right hereunder to receive the consideration payable pursuant to Section 2.5(c).
