Purchase and Sale of the LLC Interest Sample Clauses

Purchase and Sale of the LLC Interest. Section 1.1. Purchase and Sale of the Initial LLC Interest. Effective as of the Initial Closing, Seller is selling, assigning, conveying, transferring and delivering to Purchaser, and Purchaser is purchasing from Seller, 26.5% of the LLC Interest (which, for the avoidance of doubt, constitutes an 18.4% limited liability company interest in NSGP) (the “Initial LLC Interest”), free and clear of any Liens (other than any transfer restrictions imposed by federal and state securities laws and the provisions of the Amended and Restated Limited Liability Company Agreement of NSGP, dated as of February 13, 2013 and amended as of March 15, 2013 (the “NSGP Constitutive Documents”)). In consideration of the sale, assignment, conveyance, transfer and delivery by Seller of the Initial LLC Interest and the performance by Seller of the other covenants of Seller contained in this Agreement, Purchaser agrees to perform the other covenants of Purchaser contained in this Agreement, including, without limitation, the Facilitation Commitment (as defined below). The sale, assignment, conveyance, transfer, delivery and purchase of the Initial LLC Interest as set forth in this Agreement, is referred to herein as the “Initial Transfer.”
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Purchase and Sale of the LLC Interest. Upon the terms and subject to the conditions set forth in this Agreement, at Closing Purchaser shall purchase from Seller and Seller shall sell, convey, transfer, assign and deliver to Purchaser, the LLC Interest free and clear of all Liens, other than transfer restrictions imposed by national, federal or state securities Laws, for an aggregate purchase price of Twenty Six Million Five Hundred Thousand United States Dollars ($26,500,000) (the “Purchase Price”).
Sample 1
Purchase and Sale of the LLC Interest. At the Closing, the Seller is selling, assigning, conveying, transferring and delivering to Cliffs Sub, and Cliffs Sub is purchasing and acquiring from the Seller, all of the Seller’s right, title and interest in, to and under the LLC Interest, free and clear of all Liens.
Sample 1
Purchase and Sale of the LLC Interest. On the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 1.02), Seller shall sell, transfer and deliver to Purchaser, and Purchaser shall purchase from Seller, the LLC Interest for an aggregate purchase price of $15,000,000 (the "Purchase Price"), payable as set forth below in Section 1.02. The purchase and sale of the LLC Interest is referred to in this Agreement as the "Acquisition".
Sample 1
Purchase and Sale of the LLC Interest 
Sample 1

Related to Purchase and Sale of the LLC Interest

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • 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 Acquired Assets Upon the terms and subject to the conditions and provisions contained herein, at the Closing (as defined in Section 2.1), the Seller shall sell, convey, assign and deliver to the Purchaser, and the Purchaser shall acquire and accept from the Seller, free and clear of any and all liens, claims, interests and encumbrances, the Seller's right, title and interest in and to the following assets of the Purchaser ("Acquired Assets"):

  • 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 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 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 Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

  • Purchase and Sale of Equity Interest 1.1 Grant Rights Approved by Party C, Party B (the “Transferor”) hereby exclusively and irrevocably grants to Party A or any designated person (“Designated Persons”) an option to purchase, at any time according to steps determined by Party A, and at the price specified in Section 1.3 of this Agreement, from the Transferor a portion or all of the equity interests held by Party B in Party C (the “Option”). No Option shall be granted to any third party other than Party A and/or the Designated Persons. The “person” set forth in this Agreement means any individual person, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

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