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.
Appears in 3 contracts
Samples: Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure Assets LLC), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO LLC)
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 deliverdeliver to Buyer, and Buyer shall purchase from Seller, the Interests free and clear of all Encumbrances (other than restrictions on transfer of Encumbrances arising under federal and state securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the InterestsLaws).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Rentech, Inc.), Membership Interest Purchase Agreement
Purchase and Sale of the Interests. Upon Subject to the terms and subject to the conditions of this Agreement, at the ClosingClosing (a) Buyer shall purchase from Seller, the and Seller shall sell, assigntransfer and deliver to Buyer, transfer, convey and deliverthe Interests, free and clear of all any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interestsunder Securities Laws), and (b) Buyer shall pay by Wire Transfer to Seller an amount in cash equal to $562,000,000 (the Purchaser shall purchase the Interests“Purchase Price”).
Appears in 2 contracts
Samples: Purchase and Sale Agreement (American Capital Agency Corp), Purchase and Sale Agreement (American Capital, LTD)
Purchase and Sale of the Interests. Upon At the Closing, on the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfertransfer and convey to the Buyer, convey and deliverthe Buyer shall purchase and acquire from the Seller, all of the Seller’s rights, title and interest in and to the Interests free and clear of all Encumbrances Liens (other than Liens in effect on or prior to the Closing Date that will be released upon payment of the Purchase Price and restrictions on transfer of securities that may be imposed by applicable state and or federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the InterestsLaws).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (American Midstream Partners, LP), Membership Interest Purchase Agreement (Green Plains Inc.)
Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined below), the Seller shall sell, convey, assign, transfertransfer and deliver to Purchaser, convey and deliverPurchaser shall purchase, free acquire and clear of accept from Seller, all Encumbrances (other than restrictions on transfer of securities imposed by applicable state right, title and federal securities laws) interest in and to the Interests. To the extent permissible and allowed by law and contract, and as applicable or beneficial to Purchaser, Seller shall assign and convey any and all rights Seller has against Optigas or others pursuant to the Interests, and the Purchaser shall purchase the InterestsOptigas Transfer.
Appears in 1 contract
Samples: Option Agreement (GeoMet, Inc.)
Purchase and Sale of the Interests. Upon (a) Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfertransfer and deliver to Buyer, convey and deliverBuyer shall purchase, acquire and accept from Seller, the Interests, free and clear of all Encumbrances Liens, for the Purchase Price specified below in Section 2.3 (as adjusted pursuant to Section 2.5) (collectively with the other than restrictions on transfer of securities imposed transactions contemplated by applicable state and federal securities laws) to the PurchaserTransaction Agreements, the Interests, and the Purchaser shall purchase the Interests“Contemplated Transactions”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Verso Corp)
Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at At the Closing, the Seller Sellers shall sell, assignconvey, transfer, convey assign and deliverdeliver to Buyer and Buyer shall purchase, acquire and accept delivery from Sellers, all rights, title and interests in and to all of the Interests, in each case free and clear of all Encumbrances Liens (other than restrictions on transfer of securities imposed by securities Laws applicable state and federal to securities laws) to generally), for the Purchaser, the Interests, and the Purchaser shall purchase the Interestsconsideration specified in Section 2.3.
Appears in 1 contract
Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall agrees to sell, assignconvey, transferassign and transfer to Purchaser, convey and deliverPurchaser agrees to purchase from Seller, all right, title and interest in and to the Interests, free and clear of all Encumbrances Liens (other than except for restrictions on transfer of securities imposed by applicable federal or state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the InterestsLaws).
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Molina Healthcare Inc)
Purchase and Sale of the Interests. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall will sell, convey, assign, transfertransfer and deliver to Buyer, convey and deliverBuyer will purchase, acquire and accept from Seller, all of Seller’s rights, title and interest in and to the Interests, 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 Interestsany Liens.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Roper Technologies Inc)