Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer free and clear of all Liens (other than any restrictions on sales of securities under applicable securities Laws), all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. 19 Section 2.1 Purchase and Sale of the Company Interests 19 Section 2.2 Purchase Price 19 Section 2.3 Purchase Price Allocation 19 Section 2.4 Purchase Price Adjustments 20 Section 2.5 Closing 22 Section 2.6 Closing Deliveries 22 Section 2.7 Satisfaction of Conditions 23 Section 2.8 Transfer Taxes 23 ARTICLE III. REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY ENTITIES 23 Section 3.1 Organization of the Company Entities 23 Section 3.2 Noncontravention 24 Section 3.3 Capitalization 24 Section 3.4 Title to the Company Interests 24 Section 3.5 Government Authorizations 24 Section 3.6 Financial Statements 25 Section 3.7 Undisclosed Liabilities 25 Section 3.8 Absence of Certain Changes 25 Section 3.9 Tax Matters 26 Section 3.10 Property 26 Section 3.11 Environmental Matters 27 Section 3.12 Contracts 27 Section 3.13 Insurance 28 Section 3.14 Litigation 28 Section 3.15 Employee Matters 28 Section 3.16 Legal Compliance 28 Section 3.17 Brokers’ Fees 28 Section 3.18 Permits 28 Section 3.19 Regulatory Status 29 ARTICLE IV. REPRESENTATIONS AND WARRANTIES REGARDING EACH SELLER 29 Section 4.1 Organization 29 Section 4.2 Authorization 29 i Section 4.3 Noncontravention 29 Section 4.4 Litigation 30 Section 4.5 Brokers’ Fees 30 ARTICLE V. REPRESENTATIONS AND WARRANTIES REGARDING BUYER 30 Section 5.1 Organization 30 Section 5.2 Authorization 30 Section 5.3 Noncontravention 30 Section 5.4 Government Authorizations 31 Section 5.5 Financial Capacity 31 Section 5.6 Investment 31 Section 5.7 Litigation 31 Section 5.8 Brokers’ Fees 32 Section 5.9 Information 32 Section 5.10 FPA/PUHCA 32 Section 5.11 Tax Representations 32 ARTICLE VI. COVENANTS 33 Section 6.1 Conduct of the Company 33 Section 6.2 Access to Information; Confidentiality 35 Section 6.3 Commercially Reasonable Efforts 36 Section 6.4 Regulatory Approvals 37 Section 6.5 Public Announcements 39 Section 6.6 Post-Closing Access; Preservation of Records 39 Section 6.7 Cash Grant Matters 40 Section 6.8 Tax Matters 42 Section 6.9 Further Assurances 43 Section 6.10 Assumption of Obligations 43 Section 6.11 Support Obligations 43 Section 6.12 Insurance 44 Section 6.13 Non-Solicitation 44 Section 6.14 Certain Assets and Liabilities 44 Section 6.15 Sale or Disposal of Company Interests 46 Section 6.16 Certain Agreements 46 Section 6.17 Post-Closing Commercially Reasonable Efforts 47 Section 6.18 Risk of Loss 47 Section 6.19 Additional Post-Closing Covenants 48 Section 6.20 Release of Certain Liens 50 Section 6.21 Buyer Regis...
Purchase and Sale of the Company Interests. By this instrument, immediately following the Redemption, subject to the terms and conditions set forth herein, without any further action by Seller, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Company Interests for the Purchase Price.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, convey, assign, transfer, and deliver to Buyer, the Company Interests, free and clear of any Liens.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Buyers agree to purchase from Sellers, and Sellers agree to sell to Buyers, all of the Company Interests at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. Section 2.1 Purchase and Sale of the Company Interests. Subject to the terms and conditions of this Agreement, at the Closing, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase, acquire, accept, assume and receive from Seller, subject to Permitted Encumbrances, all of Seller’s right, title and interest in and to the Company Interests as the same shall exist and be held by Seller immediately prior to Closing, and Seller shall make the other conveyances, assignments and transfers contemplated by Section 3.2 (a), subject to Permitted Encumbrances, and Buyer shall assume the Assumed Liabilities as contemplated by Section 3.2(a)(ii). For the avoidance of doubt, this Agreement does not, and is not intended to, require a conveyance to Buyer of any Non-LLC Assets.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions of this Agreement, Xxxxx agrees to purchase from Seller, and Xxxxxx agrees to sell to Buyer, all of the Company Interests, free and clear of all Liens (other than those imposed under applicable securities Laws), at the Closing, for the consideration specified in Section 2.2.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey and deliver to Purchaser, and Purchaser shall accept the transfer, conveyance, assignment and delivery by Seller of, all of Seller’s right, title and interest in, to and under the Company Interests, free and clear of all Liens (other than Liens arising under applicable state and federal securities Laws), and Purchaser shall pay to Seller, and Seller shall accept the payment from Purchaser of, the Purchase Price, payable as set forth in Section 1.02(c)(i) and subject to adjustment as set forth in Section 1.04, in exchange for the Company Interests.
Purchase and Sale of the Company Interests. Upon the terms and subject to the conditions set forth herein and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing, the Sellers shall sell to Buyer, and Buyer will purchase from the Sellers, the respective Company Interests of the Sellers, free and clear of all Liens.
Purchase and Sale of the Company Interests. 7 Section 2.1 Purchase and Sale of the Company Interests 7 Section 2.2 Payment of the Purchase Price 7 Section 2.3 Purchase Price Adjustment 8 Section 2.4 U.S. Federal Income Tax Allocation 9
