Purchase and Sale of the Purchased Interests Sample Clauses
Purchase and Sale of the Purchased Interests. Upon and subject to the terms and conditions set forth in this Agreement, at the Closing, the Buyer shall purchase from the Seller all right, title and interest in and to the Purchased Interests, and the Seller shall sell, convey, assign, transfer and deliver to the Buyer, the Purchased Interests free and clear of any Encumbrances, other than Encumbrances pursuant to applicable securities Laws, in exchange for the Final Purchase Price.
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. 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. On the terms and subject to the conditions contained in this Agreement, on the Closing Date, Seller shall sell, assign, transfer and deliver to Purchaser (free and clear of all Liens, other than any Permitted Liens described in clause (vi) of the definition of Permitted Liens and any Purchaser Liens), and Purchaser shall purchase from Seller, the Purchased Interests.
Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller will sell, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from the Seller, the Purchased Interests for an aggregate purchase price (the “Purchase Price”) equal to the sum of:
(a) $185,000,000 (the “Base Purchase Price”), plus
(b) an amount (which may be positive or negative) equal to (i) the Final Closing Working Capital, minus (ii) the Target Working Capital, plus
(c) the lesser of (x) Final Closing Cash or (y) $5,000,000, minus
(d) the Final Closing Indebtedness, minus
(e) the Final Closing Transaction Costs. DB1/ 103254064.10 In the event that a Section 336(e) Election is made, the Parties agree to allocate the Purchase Price for tax purposes as provided in Section 5.8(f).
Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions of this Agreement, (a) Seller shall sell, convey, transfer, assign and deliver to Buyer (or any of its Affiliate designees), and Buyer (or any of its Affiliate designees) shall purchase and acquire from Seller, all of the US Interests, (b) Seller shall sell, convey, transfer, assign and deliver to Canada Buyer (or any of its Affiliate designees), and Buyer shall cause Canada Buyer (or any of its Affiliate designees) to purchase and acquire from Seller, all of the Canada Interests and (c) Seller shall sell, convey, transfer, assign and deliver to UK Buyer (or any of its Affiliate designees), and Buyer shall cause UK Buyer (or any of its Affiliate designees) to purchase and acquire from Seller, all of the UK Interests, in each case, at the Closing, free and clear of all Liens 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 set forth in this Agreement, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to Acquiror, free and clear of any and all Liens, and Acquiror shall purchase from each Seller, the Purchased Interests set forth opposite each Seller’s name on Schedule A hereto, which interests, upon the consummation of the Contemplated Transactions, shall represent 80.1% of each of the issued and outstanding Company Units and Shares on a fully diluted basis.