Purchase and Sale of Purchased Units. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, assign and convey to Buyer, free and clear of all Liens, and Buyer shall purchase, receive and accept from Seller, all of the Purchased Units . The transactions contemplated by this Agreement are collectively referred to herein as the “Transaction”.
Purchase and Sale of Purchased Units. Subject to the terms and conditions of this Agreement:
(i) at the First Closing (as defined below), (A) each Seller shall sell, convey, assign and deliver to the Purchaser the Common Units (the “First Closing Units”) and any and all rights and benefits incident to the ownership thereof (including, without limitation, accrued and unpaid dividends thereon) set forth under such Seller’s name of Schedule I and (B) the Purchaser shall (1) purchase from each Seller the First Closing Units for the purchase price for the applicable First Closing Units set forth under such Seller’s name on Schedule I (the “First Closing Purchase Price”) by wire transfer of immediately available funds to an account or accounts designated by the applicable Seller and (2) pay to Dxxxx Xxxxxxx Xxxxxxx & Sxxx, LLC,as escrow agent of the Parties (the “Escrow Agent”), the Second Closing Purchase Price (as defined below) (the “Escrow Amount”), for deposit into the Escrow Agent’s IOLTA account (the “Escrow Account”), which Escrow Amount shall be held and disposed of pursuant to the terms of an escrow agreement, dated as of the First Closing Date, among the Escrow Agent, Purchaser and Sellers, substantially in the form attached as Exhibit A hereto (the “Escrow Agreement”), by wire transfer of immediately available funds to the Escrow Account;
(ii) at the Second Closing (as defined below), (A) each Seller shall sell, convey, assign and deliver to the Purchaser the GP Units and the Subordinated Units (together, the “Second Closing Units”) and any and all rights and benefits incident to the ownership thereof (including, without limitation, accrued and unpaid dividends thereon) set forth under such Seller’s name of Schedule I and (B) the Purchaser shall purchase from each Seller such Second Closing Units for the purchase price for such Second Closing Units, as applicable, set forth under such Seller’s name on Schedule I (the “Second Closing Purchase Price”, together with the First Closing Purchase Price, the “Purchase Price”) by wire transfer of immediately available funds by the Escrow Agent from the Escrow Account, pursuant to written instructions from the Purchaser and each Seller to an account or accounts designated by the applicable Seller.
(iii) The Purchaser and the Sellers mutually agree that the allocation of the Purchase Price in accordance with Section 1273(c)(2) of the Code and Treasury Regulation Section 1.1273-2(h) shall be an aggregate amount of $3,500,000 allocated to the Common ...
Purchase and Sale of Purchased Units. Subject to the terms and conditions hereof, at the Time of Closing Vendor hereby sells, assigns and transfers to Purchaser and Purchaser hereby purchases from Vendor 16,650,000 issued and outstanding Units (the "Purchased Units").
Purchase and Sale of Purchased Units. Subject to the terms and conditions set forth in this Agreement and in reliance upon the representations, warranties, covenants and conditions herein contained, on the Closing Date (as hereinafter defined in Section 7), the Seller shall sell, convey, assign, transfer and deliver to the Buyer and the Buyer shall purchase, the Purchased Units, free and clear of any and all liens, adverse claims, options, security interests, restrictions, pledges, mortgages, charges, encumbrances and third party rights of any kind or nature whatsoever, whether arising by Contract, operation of law or otherwise (collectively, “Liens”). For purposes of this Agreement, (a) “Contracts”, when described as being those of or applicable to any Person, shall mean any and all contracts, agreements, commitments, arrangements or other undertakings, whether formal or informal, written or oral, including any amendment and other modifications thereto, to which such Person is a party or by which such Person or its properties or assets is subject or bound, and (b) “Person” shall mean any individual, sole proprietorship, joint venture, partnership, corporation, limited liability company, association, joint stock company, unincorporated organization, cooperative, trust, estate, government entity or authority (including any branch, subdivision or agency thereof), administrative or regulatory authority, or any other entity of any kind or nature whatsoever.
Purchase and Sale of Purchased Units. As of the Effective Time (as hereinafter defined), Seller hereby agrees to sell, transfer and assign to the Company, and the Company hereby agrees to purchase from Seller, the Purchased Units, free and clear of all liens, charges, covenants, conditions, easements, adverse claims, demands, encumbrances, security interests, options, pledges and other title defects or restrictions (collectively, “Liens”). For purposes hereof: “Closing” means the exchange and delivery by the parties of the documents and instruments contemplated by this Agreement on the Effective Date. Notwithstanding the foregoing, for accounting, financial reporting and tax purposes, the Closing shall be deemed to be effective as of 12:00:01 a.m. (local time in Minneapolis, Minnesota) on the Effective Date (the “Effective Time”). Immediately following the Closing and after giving effect to the transactions contemplated by this Agreement, Seller shall be the holder of 321,579 Common Units of the Company.
Purchase and Sale of Purchased Units. On the terms and subject to the conditions of this Agreement, Seller hereby sells, assigns, transfers and delivers to each Buyer, and each Buyer hereby purchases and acquires from Seller, on and as of the date hereof (the “Closing Date”), 35 of the Purchased Units. Schedule 1 of the Disclosure Schedule sets forth the number and type of Units that Seller is hereby selling, assigning, transferring and delivering to each Buyer.
Purchase and Sale of Purchased Units. Substantially simultaneously with the transactions set forth in Section 3.01(e) and Section 3.01(g), each Seller shall sell, transfer, convey, assign and deliver to Acquiror, and Acquiror shall purchase from such Seller, such Seller’s Pro Rata Share of the Purchased Units, free and clear of all Liens (other than Liens arising out of the ownership of the Purchased Units by Acquiror or Liens under any securities-related Applicable Legal Requirements or Liens under the Company Third A&R Operating Agreement). The aggregate consideration (to be delivered in the manner described in Section 2.04(f) and Section 2.04(g)) for the Purchased Units shall equal the Cash Consideration.
Purchase and Sale of Purchased Units. (a) Subject to all the terms and conditions of this Agreement,
Purchase and Sale of Purchased Units. CLOSING 1
1.1 Purchase and Sale of Purchased Units 1 1.2 Consideration 2 1.3 Closing 2 1.4 Closing Deliveries 2 1.5 Net Working Capital Threshold 4 1.6 Net Working Capital Adjustment Procedure 4 1.7 Adjustments to Total Consideration 6 ARTICLE 2 — REPRESENTATIONS AND WARRANTIES BY SELLER 6 2.1 Existence and Good Standing 6 2.2 Authorization of Agreement 6 2.3 No Conflict; Third Party Consents 7 2.4 Capitalization 7 2.5 Subsidiaries 8 2.6 Title to and Condition of Assets; Sufficiency of Assets 8 2.7 Rights-of-Way 9 2.8 Litigation 9 2.9 Compliance with Laws; Permits 10 2.10 Absence of Certain Changes 10 2.11 Material Contracts 11 2.12 Intellectual Property 12 2.13 Taxes 12 2.14 Related Party Transactions 13 2.15 Insurance 13 2.16 Environmental Matters 13 2.17 Brokers 14 2.18 Financial Statements 14 2.19 No Undisclosed Liabilities 14 2.20 Regulatory Status 14 2.21 Employment and Labor Matters 15 2.22 Employee Benefits 16 2.23 Investment Company 17 2.24 Throughput Data and Information 17 2.25 Dedicated Net Acreage 17 2.26 Investment Purpose 17 ARTICLE 3 — REPRESENTATIONS AND WARRANTIES BY BUYER 18 3.1 Existence and Good Standing of Buyer 18 3.2 Authorization 18 3.3 No Conflict; Third Party Consents 18 3.4 Litigation 18 3.5 Brokers 19 3.6 Investment Purpose 19 3.7 Financial Ability 19 3.8 Capitalization of CHKM 19 ARTICLE 4 — COVENANTS 20 4.1 Consummation of the Contemplated Transactions 20 4.2 Operation of the Company and the Business 20 4.3 Regulatory Filings 22 4.4 Notification; Update to Disclosure Schedules 23 4.5 Public Statements 23 4.6 Books and Records 23 4.7 Permits 23 4.8 Transfer of Excluded Assets 23 4.9 Company Business Employees 24 4.10 Insurance Policies 24 4.11 Limitations on Representations and Warranties 24 ARTICLE 5 — TAX MATTERS 25 5.1 Payment of Taxes 25 5.2 Allocation of Total Consideration 25 5.3 Responsibility for Tax Audits and Contests 25 5.4 Property Taxes 26 5.5 Tax Sharing Agreements 26 5.6 Tax Refunds 26 5.7 Liability for Transfer Taxes 26 5.8 Tax Treatment of Transaction 27 ARTICLE 6 — CONDITIONS PRECEDENT TO CLOSING 27 6.1 Conditions Precedent to Each Party’s Obligations 27 6.2 Conditions Precedent to Buyer’s Obligations 27 6.3 Conditions Precedent to the Seller Parties’ Obligations 28 ARTICLE 7 — TERMINATION 28 7.1 Termination 28 7.2 Effect of Termination 29 ARTICLE 8 — INDEMNIFICATION 29 8.1 Survival of Representations and Warranties 29 8.2 Survival of Covenants and Agreements 30 8.3 Indemnification Obligations 30 8.4 Limitati...
Purchase and Sale of Purchased Units. At the Closing, Company will sell and transfer the Purchased Units to Purchaser, and Purchaser will purchase the Purchased Units from Company on the terms and subject to the conditions set forth in this Agreement.
