Purchase and Sale of Seller Interests Sample Clauses

Purchase and Sale of Seller Interests. 2 Section 2.01.
Sample 1
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Purchase and Sale of Seller Interests. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants contained herein, at the Closing described in Section 2 hereof, Sellers will sell, assign, transfer and convey to Purchaser, and Purchaser will purchase from Sellers, all of the Seller Interests, free and clear of all liens, claims or encumbrances of whatever nature (collectively, "Liens"). In consideration of the aforesaid sale, Purchaser will pay to Sellers at the Closing the aggregate of $190 million in cash (the "Purchase Price"), $95 million of which shall be paid to BGHI and $95 million of which shall be paid to BGHII. In the event that the Purchase Price is not paid to Sellers prior to October 15, 1996 and the conditions to Closing set forth in Section 7(a) and 7(c) have been satisfied or waived, from and after the later of October 15, 1996 or the date all such conditions have been satisfied or waived, Purchaser shall pay to Sellers interest on the full amount of the Purchase Price at a rate per annum equal to the then prime rate as published by Citibank N.A. until such time as the Purchase Price and all interest accrued thereon is paid in full.
Sample 1
Purchase and Sale of Seller Interests. On the Closing Date, the Sellers will sell to Buyer and Buyer will purchase and receive from the Sellers, all of the Sellers' rights, title and interest in and to the Seller Interests, free and clear of all Liens except (i) Permitted Liens against such Seller Interests all of which will be discharged on or prior to the Closing Date, (ii) Liens on transfer imposed under applicable securities laws and (iii) Liens created by Buyer's or its Affiliate's acts.
Sample 1
Purchase and Sale of Seller Interests. Subject to the terms and conditions of this Agreement, at the Closing and effective as of the Effective Time, Seller agrees to sell, assign, transfer and convey to Buyer, and Buyer agrees to purchase and acquire from Seller, free and clear of all liens, claims and encumbrances, the Seller Interests.
Sample 1

Related to Purchase and Sale of Seller Interests

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

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