Purchase and Sale of Purchased Units. Subject to the terms and conditions of this Agreement:
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. 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. 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. At the Closing (as described hereinabove), the Seller hereby sells, assigns and transfers to the Purchaser, and the Purchaser herby purchases all of the Seller’s right, title and interest in and to the Purchased Units on the terms and conditions contained herein.
Purchase and Sale of Purchased Units. Subject to the terms and conditions set forth herein, each Seller shall (and effective upon the Closing does hereby) sell, assign, transfer, convey and deliver to Buyer, and the Buyer Parties shall (and effective upon the Closing does hereby) purchase from such Seller on behalf of Buyer, all of such Seller’s right, title and interest in the Purchased Units, 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 (a) any federal or state securities Laws or (b) the certificate of formation, operating agreement or other organizational documents of Full Moon.
Purchase and Sale of Purchased Units. On the terms and subject to the conditions herein set forth, on the "Closing Date" (as such term is hereinafter defined), Xxxxxxxx hereby agrees to sell, transfer and deliver to Buyers, and Buyers hereby agree to purchase and acquire from Xxxxxxxx, the Purchased Units, to be acquired by each of the Buyers in accordance with the following: Number of Percentage of Name of Buyer Purchased Units Acquired Outstanding Units ------------- ------------------------ ----------------- ASE 510 51% Xxxx 30 3% Gamst 30 3% Drenttel 30 3% === == Total 600 60% The obligations of each of the Buyers to make payment of the "Purchase Price" (as such term is defined in Section 1.3 below) to Xxxxxxxx are several, and not joint and several, obligations. Each Buyer shall make its/his proportionate payment of the Purchase Price. For example, the "Closing Payment" (as such term is defined in Section 1.3 below) shall be paid $255,000 by ASE and $15,000 each by Xxxx, Gamst and Drenttel.
Purchase and Sale of Purchased Units. Immediately following the Contribution Closing (the “Purchase and Sale Closing”), Parent will cause one or more of its Affiliates to acquire from each Investor the number of Purchased Units set forth opposite such Investor’s name on Schedule I hereto pursuant to the terms and conditions set forth in the Unit Purchase Agreement. Upon the Purchase and Sale Closing, (a) each Investor shall deliver to Parent a copy of the Unit Purchase Agreement, duly executed by such Investor, and (b) Parent shall cause its designated Affiliate(s) to deliver to each Investor a copy of the Unit Purchase Agreement, duly executed by such Affiliate.
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.
