Purchase and Sale of the Notes; the Closing Sample Clauses

Purchase and Sale of the Notes; the Closing. (i) The Operating Partnership shall sell to the Purchaser and, subject to the terms and conditions hereof, the Purchaser agrees to purchase from the Operating Partnership the Notes for the aggregate purchase price of $185,283,478 (the "Purchase Price"). The closing of the purchase of the Notes (the "Closing") shall be held at the offices of Xxxxx Xxxxxxx Xxxxxxx & Xxxxx LLP ("PCS&F"), 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York time, on August 2, 1999 or on such other Business Day as mutually agreed upon by the parties (the "Closing Date").
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Purchase and Sale of the Notes; the Closing. Subject to the terms and conditions hereof and of the Indenture and in reliance upon representations and warranties of the Purchasers contained herein or made pursuant hereto, the Issuer agrees to issue and sell to each Purchaser and, subject to the terms and conditions hereof and of the Indenture and in reliance on the representations and warranties of the Issuer contained herein and therein or made pursuant hereto or thereto, each Purchaser severally agrees to purchase from the Issuer, Notes in a principal amount equal to the respective percentage (such Purchaser's "PURCHASE PERCENTAGE") of aggregate principal amount of the Notes set forth opposite such Purchaser's name in Schedule I, at a purchase price equal to such Purchaser's Purchase Percentage of $47,869,558.83. The proceeds of the sale of the Notes will be used to pay Cherokee for the Assigned Rights and for any other lawful purposes. The closing of the purchase of the Notes hereunder shall take place at the office of Xxxxx Xxxx & Xxxxxxxx at 11:00 A.M., New York City time, on the Closing Date. On the Closing Date, the Issuer will cause the Trustee to deliver to each Purchaser one or more Notes registered in such Purchaser's name or in the name of such Purchaser's nominee, in such denominations (minimum of U.S. $500,000), and in the aggregate principal amount to be purchased by such Purchaser, all as specified in Schedule I or as such Purchaser may otherwise specify by timely notice to the Issuer (or, in the absence of such notice and if not so specified in Schedule I, one Note registered in such Purchaser's name), duly executed and dated the Closing Date, against payment of such purchase price by wire transfer of immediately available funds to Wilmington Trust Company, Wilmington, Delaware, ABA No. 0311100092, for credit to the account of Cherokee, Account No. 43558-1,
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Related to Purchase and Sale of the Notes; the Closing

  • Purchase and Sale of the Notes (a) The Issuer agrees to issue and sell the Notes to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Issuer the respective principal amount of Notes set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to [ ]% of the principal amount of the Notes, plus accrued interest, if any, from [ ], [ ], to the Closing Date (as defined below).

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • 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 Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of Company Shares Sale of Company Shares

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • 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 Convertible Debentures 5 2.2 Purchase and Sale; Purchase Price................................5 2.2 Execution and Delivery of Documents; the Closing.................6 2.3 The Post-Closing.................................................7

  • Purchase and Sale of Notes Subject to the terms and conditions of this Agreement, the Company will issue and sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section 3, Notes in the principal amount specified opposite such Purchaser’s name in Schedule A at the purchase price of 100% of the principal amount thereof. The Purchasers’ obligations hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance of any obligation by any other Purchaser hereunder.

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