Purchase and Sale of the Purchased Interests Sample Clauses

Purchase and Sale of the Purchased Interests. On the terms and subject to the conditions contained in this Agreement, on the Closing Date at the Closing, Seller shall sell, assign, transfer and deliver to Purchaser (free and clear of all Liens, other than any restriction on transfer arising under any applicable securities laws), and Purchaser shall purchase from Seller, the Purchased Interests.

Purchase and Sale of the Purchased Interests. Subject to the terms and conditions set forth herein, at the Closing, RCOCI shall sell to Buyer and Buyer shall purchase from RCOCI, all of the Purchased Interests, free and clear of all Encumbrances other than restrictions on transfer arising under applicable securities Laws.

Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, assign, transfer, convey, and deliver to Buyer, free and clear of all Encumbrances (other than Encumbrances arising under Applicable Securities Laws or organizational documents of the applicable Target Entities), and Buyer shall purchase, acquire, and accept from such Seller, in reliance exclusively on the representations, warranties, and covenants of Sellers contained herein, all right, title, and interest of such Seller in and to the Purchased Interests set forth across from such Seller’s respective names on Schedule A to this Agreement.

Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, IDB Buyer shall purchase from Seller, and Seller shall sell, transfer and assign to IDB Buyer, all of Seller's right, title and interest to the Purchased Interests.

Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, all of the Purchased Interests at the Closing, free and clear of all Liens other than restrictions on transfer arising under applicable securities Laws or Liens created by Buyer or its Affiliates.

Purchase and Sale of the Purchased Interests. (a) Pursuant to the terms and subject to the conditions set forth herein, GenPar hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to GenPar, the GP Interest, for the consideration set forth in Section 1.3(a). (b) Pursuant to the terms and subject to the conditions set forth herein, Newco hereby agrees to purchase from the Seller, and the Seller hereby agrees to sell to Newco, the LP Interest, for the consideration set forth in Section 1.3(b).

Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall sell, transfer, assign, convey and deliver to Purchaser the Purchased Interests free and clear of any Liens (other than restrictions imposed by securities Laws applicable to unregistered securities generally).

Purchase and Sale of the Purchased Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 2.1(b), at the Closing, each Seller will sell, transfer and deliver to the Buyer, and the Buyer will purchase from such Seller, the Purchased Interests set forth on Schedule A under the heading “Purchased Interests” for an aggregate amount equal to (a) the Purchase Price, minus (b) an amount equal to (i) 51%, multiplied by (ii) the amount (if any) by which Estimated Closing Net Indebtedness exceeds Target Closing Net Indebtedness, minus (c) an amount equal to (i) the Deposit, plus (ii) the Deposit Interest if (A) the Deposit is held by the Sellers’ Representative on the Closing Date in accordance with Section 9.3(c) or (B) the Deposit is for any reason still held by the Escrow Agent on the Closing Date ((a) minus (b) minus (c) being the “Closing Amount”). For the avoidance of doubt, if Estimated Closing Net Indebtedness is less than or equal to Target Closing Net Indebtedness, the Purchase Price will not be adjusted pursuant to paragraph (b) of this Section 2.1. (b) In the event that any of the conditions set forth in Article VII shall fail to be satisfied due to any action, or failure to act, by NBPCo, Leucadia shall be entitled to cure such failure of such condition in accordance with Section 9.1(b) on behalf of NBPCo. Without limiting the foregoing, in the event that NBPCo, as Seller, fails to tender any of its Units contemplated by Schedule A to be sold to the Buyer at the Closing (such Units, the “Missing Units”), then Leucadia shall be required to sell, transfer and deliver to the Buyer, and the Buyer shall be required to purchase from Leucadia, on the same terms as the other Purchased Interests to be purchased from Leucadia, additional Units owned by Leucadia (beyond those contemplated on Schedule A to be so sold by Leucadia to the Buyer at the Closing) in an amount equal to the Missing Units (such additional units, the “Shortfall Units”) such that Buyer receives at the Closing, in the aggregate, the same number of Purchased Interests contemplated to be purchased by Buyer from all Sellers pursuant to Section 2.1(a)

Purchase and Sale of the Purchased Interests. Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Purchased Interests, as contemplated by this Agreement. The Purchased Interests shall be acquired in stages (each a “Closing” and together, the “Closings”) as follows: forty percent (40%) of the Purchased Interests (i.e., 2% of the Member Interests of the Company) shall be acquired no later than April 21, 2014, and twenty percent (20%) of the Purchased Interests (i.e., 1% of the Member Interests of the Company) shall be acquired no later than October 21, 2014, April 21, 2015, and October 21, 2015, respectively; provided however, in accordance with Section 1.3 below, Purchaser may decrease, but not increase, the time frame in which each Closing occurs in its sole discretion by providing Seller at least three (3) business days prior notice of its intent to accelerate the date of any Closing.

Purchase and Sale of the Purchased Interests. Subject to the terms and conditions set forth herein, and in reliance on the representations, warranties and covenants set forth herein, at the Closing, each of the Sellers agrees to sell to the Purchaser, and the Purchaser agrees to purchase from each of the Sellers, the Purchased Interests of such Seller.