Purchase and Sale of the Purchased Interest Sample Clauses

Purchase and Sale of the Purchased Interest. 1.1 Purchase and Sale of the Purchased Interest. Upon the terms and conditions hereinafter set forth, Xxxxxx agrees to sell, transfer, convey, assign and deliver to the Purchaser or its assignee(s), and the Purchaser or its assignee(s) agrees to purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to one hundred percent (100%) of the Purchased Interest. The transfer of ownership of the Purchased Interest shall be evidenced by that certain Assignment and Assumption Agreement in the form as attached hereto as "Exhibit A" (the "Assignment") to be executed by Seller and Purchaser and delivered on the Closing Date (hereinafter defined).
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Purchase and Sale of the Purchased Interest. 11 Section 1.01 Purchase and Sale. 11 Section 1.02 Payments to Investor. 11 Section 1.03 Payments to Company. 12 Section 1.04 No Assumed Obligations. 13
Sample 1
Purchase and Sale of the Purchased Interest. Upon the terms and subject to the conditions, representations, warranties and agreements contained in this Agreement, at the Closing (as defined below) and effective as of the Effective Date, Purchaser shall purchase the Purchased Interest from Seller, and Seller shall sell, assign, convey, transfer and deliver the Purchased Interest to Purchaser, free and clear of all liens, options, claims, charges, restrictions and other encumbrances.
Sample 1
Purchase and Sale of the Purchased Interest. As of the Effective Date the Seller is selling, delivering, and conveying to the Buyer, and the Buyer is purchasing from the Seller, the Purchased Interest and all rights thereto or evidenced thereby, including all rights to receive and share in distributions thereon, free from any liens or encumbrances whatsoever. Contemporaneously with execution and delivery of this Agreement, the Seller is delivering to the Buyer (the “Seller Closing Deliverables”): certificates representing the Purchased Interest, endorsed (or accompanied by signed stock powers) for transfer to the Buyer; a certificate of an officer of the Seller certifying that attached thereto are true and complete copies of (A) the Acquired Company’s articles of organization and all amendments, (B) the Acquired Company’s bylaws and all amendments, and (C) all resolutions adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; a tax clearance letter issued by the State of [_____]; and the resignation of the Seller as an officer[ or manager] of the Acquired Company. Contemporaneously with execution and delivery of this Agreement, the Buyer delivering to the Seller (the “Buyer Closing Deliverables”): the Closing Cash, as provided in section 2; and [_____].
Sample 1
Purchase and Sale of the Purchased Interest 
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Related to Purchase and Sale of the Purchased Interest

  • 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 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 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 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 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 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 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 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 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 Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

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