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.
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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. 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, 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. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer, convey and deliver to Buyer, all of the Purchased Interests, free and clear of all Liens (other than Liens arising under the Securities Act and applicable state securities laws) or (ii) created or incurred by or at the direction of Buyer).
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, at the Closing, Seller shall sell, assign, transfer, convey and deliver the Purchased Interests to Buyer and Buyer shall purchase the Purchased Interests from Seller, free and clear of all Encumbrances (other than restrictions on transfer that may arise under applicable securities Laws) for the consideration specified below in this Article II.
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Purchase and Sale of the Purchased Interests. (a) Subject to and in accordance with the terms of this Agreement, Seller agrees to sell, assign, transfer, convey and deliver the Seller Interests to Buyer, and Buyer agrees to purchase and accept the Seller Interests from Seller, free and clear of all Liens. (b) At the Closing, subject to and in accordance with the terms of this Agreement, Buyer shall pay to Seller: (i) the Stock Consideration; and (ii) $27,500,000 to be paid in immediately available funds (the “Cash Consideration”) to an account designated in writing by Seller no later than two Business Days prior to the Closing.
Purchase and Sale of the Purchased InterestsSeller 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 InterestsAt the Closing, Seller shall sell, transfer and assign to Purchaser, and Purchaser shall purchase and accept assignment from Seller, all of Seller’s right, title and interest in and to the Purchased Interests.
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