Purchase and Sale of the Interest. (a) On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, the Interest for the Purchase Price specified below in this Section 2.01 free and clear of any Encumbrances whatsoever. The Buyer acknowledges that on the Closing Date, the sole asset of the Company shall be its interest in the Property. As of the Closing Date, Seller represents and agrees that the Company will have no Liabilities other than any surviving obligations it may have under the agreement pursuant to which BN Expansion acquired the Land, those arising in the ordinary course of business pursuant to the Contracts listed in Section 3.12 of the Seller Disclosure Schedule (as defined below), with respect to obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07, accrued ad valorem taxes with respect to the Land for periods after December 31, 2005 (such Liabilities being referred to as the “Closing Liabilities”).
(b) The purchase price (the “Purchase Price”) to be paid by Buyer to Seller for the Interest is Eleven Million Six Hundred Eight Thousand One Hundred Twenty Three Dollars ($11,608,123.00) plus all interest that accrues after December 31, 2005 on those promissory notes issued by BN Expansion to Ocean Bank to fund the acquisition of the Land (the “Ocean Bank Interest”). The Purchase Price shall be subject to adjustments as provided in this Agreement.
(c) The Purchase Price shall be increased or decreased, as applicable, by an amount equal to (i) the amount of capital contributions made to the Company after December 31, 2005 for obligations incurred after December 31, 2005 and approved by Buyer pursuant to Section 5.07 minus (ii) any current Liabilities of the Company outstanding as of the Closing Date other than Closing Liabilities. Any excess of the preceding clause (i) over the preceding clause (ii) shall be paid by the Buyer and any excess of the preceding clause (ii) over the preceding clause (i) shall be paid by Xx. Xxxxxx and the Seller, in each case within thirty (30) days after Closing, following a determination in good faith by the Buyer and Xx. Xxxxxx of the amount of the adjustment, as calculated from the books and records of the Company.
Purchase and Sale of the Interest. At the Closing, on the terms and subject to the conditions of this Agreement, Seller will sell, transfer and deliver to Buyer, or its designated subsidiary, and Buyer, or its designated subsidiary, will purchase from Seller all of Seller’s rights, title and interest in and to the Interest, free and clear of all Liens.
Purchase and Sale of the Interest. On the terms and subject to the conditions hereof, at the Closing pursuant to the Transfer Agreement, Seller shall sell, transfer, assign, delegate, convey and deliver to Purchaser, and Purchaser shall purchase, accept and assume from Seller, the Interest.
Purchase and Sale of the Interest. For and in consideration of the sum of the Purchase Price (defined below) to be paid at or before the Closing Date (defined below) by Purchaser to Seller and other good and valuable consideration, the sufficiency of which is hereby acknowledged, and subject to the terms and conditions herein set forth, Seller hereby sells, assigns, transfers and delivers to Purchaser, and Purchaser purchases, accepts and acquires from Seller, the Interest, free and clear of all Liens and Claims.
Purchase and Sale of the Interest. 11 Section 2.1 Purchase and Sale of the Interest...........................................11 Section 2.2 The Purchase Price..........................................................11 Section 2.3 Failure to Close the Transaction............................................13 ARTICLE III CLOSING....................................................................................13 Section 3.1 Closing Date................................................................13 Section 3.2 Closing Deliveries..........................................................14 Section 3.3 Transfer Taxes..............................................................16
Purchase and Sale of the Interest. Subject to the terms and conditions set forth in this Agreement, the Seller hereby sells, assigns, conveys, and transfers the Dalitso Interest to the Purchaser, and the Purchaser hereby purchases and acquires the Dalitso Interest from the Seller. The aggregate purchase price payable by the Purchaser to the Seller in exchange for the Dalitso Interest is One Million Thirty-Six Thousand Eight Hundred and Seventy-Five Dollars ($1,036,875), which amount shall be paid as follows:
(a) $691,250 (the “Closing Payment”) will be paid in cash at the Closing (as hereinafter defined) to the Seller by wire transfer of immediately available funds; and
(b) $345,625 will be paid pursuant to the terms of a Promissory Note, issued by Purchaser Parent, in the form attached hereto as Exhibit A (the “Note”).
Purchase and Sale of the Interest. A. The Seller hereby agrees to sell, convey, transfer and deliver to the Purchaser, free and clear of any claims, liens, charges or other encumbrances, and the Purchaser hereby agrees to purchase from the Seller, the Interest, upon the terms and conditions set forth in this Agreement.
B. As payment in full for the Interest, the Purchaser shall issue ....
Purchase and Sale of the Interest. Subject to all of the terms and conditions of this Agreement and in reliance on the covenants, representations and warranties contained herein, Seller shall sell, convey, transfer, assign and deliver to each of the Buyers, and each of the Buyers shall purchase and acquire from Seller, all of Seller's ownership rights and interest in and to the Interest, free and clear of all Liens (the "Interest Transfer Transaction"). The Interest shall be transferred by the Seller into the ownership of each of the Buyers as follows: (i) 25% (twenty-five percent) of the outstanding participatory interests in the Company shall be transferred to TeleRoss (the "TeleRoss Interest"), and (ii) 25% (twenty-five percent) of the outstanding participatory interests in the Company shall be transferred to SFMT (the "SFMT Interest") on the Closing Date, subject to adjustment as provided for in Section 2.2 (d) (if applicable).
Purchase and Sale of the Interest. Section 2.1 Purchase and Sale of the Interest. Subject to all of the terms and conditions of this Agreement and in reliance on the covenants, representations and warranties contained herein, Seller shall sell, convey, transfer, assign and deliver to each of the Buyers, and each of the Buyers shall purchase and acquire from Seller, all of Seller's ownership rights and interest in and to the Interest, free and clear of all Liens (the "Interest Transfer Transaction"). The Interest shall be transferred by the Seller into the ownership of each of the Buyers as follows: (i) 25% (twenty-five percent) of the outstanding participatory interests in the Company shall be transferred to TeleRoss (the "TeleRoss Interest"), and (ii) 25% (twenty-five percent) of the outstanding participatory interests in the Company shall be transferred to SFMT (the "SFMT Interest") on the Closing Date, subject to adjustment as provided for in Section 2.2 (d) (if applicable).
Purchase and Sale of the Interest. Subject to the terms and conditions of this Agreement, RTSI hereby sells, assigns and delivers to RIH, and RIH hereby purchases from RTSI, all of the Interest for a purchase price of One Million Four Hundred Sixty Thousand Dollars ($1,460,000.00), which shall be paid by RIH contemporaneously with the execution of this Agreement, RTSI confirms that the Company did not issue and it did not receive any certificate evidencing the Interest. Contemporaneously with the execution and delivery of this Agreement, RTSI shall execute and deliver to RIH the attached instrument of transfer against payment of the purchase price.
