Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, the Interests.
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 Interests. Subject to the terms and conditions set forth in this Agreement:
Purchase and Sale of the Interests. Subject to and in accordance with the terms and conditions set forth herein, at the Closing, Buyer shall purchase from the Members, and the Members shall sell, transfer, assign, convey and deliver to Buyer, all of the Interests, free and clear of any Liens.
Purchase and Sale of the Interests. (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 Interests 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 each Company shall be its respective fee simple interest in the Atlas II Land or the Atlas III Land, as applicable and the related Property Rights. As of the Closing Date, Seller represents and agrees that the Companies will have no Liabilities other than any surviving obligations it may have under the agreement pursuant to which Atlas II 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, and those arising under the Settlement Agreement Assignment and the Side Agreement Assignment (each as defined below) (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 Interests is Fifty Four Million Dollars ($54,000,000.00) plus any out of pocket costs incurred by Seller or Atlas II in forming Atlas III and conveying the undivided interest in the Property to Atlas III as provided in Section 2.01, including but not limited to recording costs for conveyance documents, title insurance premiums, surveying costs, documentary stamp tax and surtax and, if any, cost of formation of Atlas III (such out of pocket costs, the “Atlas III Costs”), payable as follows: For the Atlas II Interest, Thirty Six Million Five Hundred Seventy Nine Thousand Two Hundred Eighty and 91/100 Dollars ($36,579,280.91) plus 67.7% of the Atlas III Costs, and for the Atlas III Interest, Seventeen Million Four Hundred Twenty Thousand Seven Hundred Nineteen and 09/100 Dollars ($17,420,719.09) plus 32.3% of the Atlas III Costs. The Purchase Price shall be subject to adjustments as provided in this Agreement.
(c) The Purchase Price shall be (i) increased by an amount equal to the amount of capital contributions made to Atlas II and Atlas III (other than the transfer of the Atlas III Property) after December 31, 2005 for obligations incurred after December 31, 2005 and approved by...
Purchase and Sale of the Interests. CLOSING 5 2.1 Purchase and Sale of the Interests 5 2.2 Closing 5 2.3 Closing Deliverables 5 Article III REPRESENTATIONS AND WARRANTIES OF SELLER 6 3.1 Organization and Standing 6 3.2 Authority 6 3.3 Consents; No Conflicts 6 3.4 Interests; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 7 3.11 Solvency 7 3.12 Limitations of Representations and Warranties 8 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER 8 4.1 Organization and Standing 8 4.2 Authority 8 4.3 Consents; No Conflicts 9 4.4 Purchase Not for Distribution 9 4.5 Limitations of Representations and Warranties 9 Article V COVENANTS 9 5.1 Commercially Reasonable Efforts; Other Action 9 5.2 Access to Books and Records 10 5.3 Public Announcement 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 11 6.3 Conditions to Obligations of Seller 11 Article VII TERMINATION 12 7.1 Termination of Agreement 12 7.2 Effect of Termination 12
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 the US Interests to the Buyer and shall, or shall cause one of its wholly owned Subsidiaries to, sell, assign, transfer, convey and deliver the Non-US Interests to the Buyer, in each case free and clear of any and all Encumbrances (other than Encumbrances created by the Buyer), and the Buyer shall purchase the US Interests from the Seller and the Non-US Interests from the Seller or one of its wholly owned Subsidiaries, in consideration for the Purchase Price.
Purchase and Sale of the Interests. 1
1.1 Purchase of Interests 1 1.2 Closing Cash Payment 2 1.3 Closing Payment Adjustment. 2
1.4 Reserved 4
1.5 Adjustment Amount Payments 4 1.6 Tax Withholding. 4 1.7 Tax Consequences 5
Purchase and Sale of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall purchase from the Members and the Members shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Interests, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Interests (collectively, the “Liens”).
Purchase and Sale of the Interests. (a) Subject to the terms and conditions of this Agreement, the Purchaser shall acquire at the Closing and the Sellers shall sell to the Purchaser at the Closing, free and clear of any mortgage, pledge, lien, conditional sale agreement, security agreement, transfer restriction, encumbrance or other charge (collectively, “Liens”), all of the Interests in exchange for the consideration specified below in this Section 1.1.
(b) The Purchaser shall pay to the Sellers a purchase price of $28,384,865, subject to the right to receive additional consideration as and to the extent set forth in this Section 1.1 (as may be adjusted, the “Purchase Price”), as follows:
(i) at the Closing, $12,000,000 in cash and $16,384,865 pursuant to promissory notes in the form attached hereto as Exhibit A (the “Seller Notes”);
(ii) following the twelve-month anniversary of the Closing Date (the “First Contingent Payment Date”), one-third of the Aggregate Earn-Out Amount in cash, subject to and conditioned upon achievement of certain conditions as specified in Section 1.1(d) and subject to the right of setoff of the Purchaser set forth in Section 5.1(g);
(iii) following the 24-month anniversary of the Closing Date (the “Second Contingent Payment Date”), one-third of the Aggregate Earn-Out Amount in cash, subject to and conditioned upon achievement of certain conditions as specified in Section 1.1(d) and subject to the right of setoff of the Purchaser set forth in Section 5.1(g); and.
(iv) following the 36-month anniversary of the Closing Date (the “Third Contingent Payment Date” and together with the First Contingent Payment Date and the Second Contingent Payment Date, the “Contingent Payment Dates”), the Aggregate Earn-Out Amount less any portion of the Aggregate Earn-Out Amount actually paid pursuant to Sections 1.1(b)(ii) and (iii), in cash, subject to and conditioned upon achievement of certain conditions as specified in Section 1.1(d) and subject to the right of setoff of the Purchaser set forth in Section 5.1(g).
(c) All cash payments by the Purchaser shall be made by wire transfer of immediately available funds to an account or accounts designated in writing by the Sellers, in accordance with the Sellers’ pro rata ownership of the Interests as set forth on Schedule 1.1(c) hereto.
(d) The contingent Purchase Price payments payable pursuant to Sections 1.1(b)(ii), (iii) and (iv) (each, a “Contingent Payment”) at each Contingent Payment Date shall be payable based on the Yearly Re...
