Purchase and Sale of the Subject Interests Sample Clauses

Purchase and Sale of the Subject Interests. Upon the terms contained in this Agreement, Seller sold, transferred, and delivered to HPIP, and HPIP purchased from Seller, the Subject Interests for an aggregate purchase price in cash of Fifty Million Dollars ($50,000,000), less the Estimated AMID GP Expenses (the “Purchase Price”).
Sample 1
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Purchase and Sale of the Subject Interests. Upon the terms contained in this Agreement, at the Closing, Seller assigned, transferred and delivered to HPIP the Subject Interests. In exchange for the Subject Interests, HPIP paid to, or caused to be paid on behalf of, Seller at the Closing an amount equal to the Purchase Price.
Sample 1
Purchase and Sale of the Subject Interests. Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, transfer and assign to Buyer the Subject Interests in consideration of a payment by Buyer to Seller of $1,310,000,000 (the “Purchase Price”). The parties acknowledge and agree that the outstanding borrowings under the MEP Credit Agreement and the senior notes issued pursuant to the Note Purchase Agreement will each remain in place at MEP following the Closing in accordance with their respective terms, and any indebtedness outstanding under such agreements shall remain outstanding as an obligation of MEP and the Purchase Price shall not be increased or decreased on account thereof. At the Closing, (i) Buyer shall agree to be bound by the MEP GP LLC Agreement and shall be admitted as the sole member of MEP GP notwithstanding anything to the contrary in the MEP GP LLC Agreement and (ii) Buyer shall agree to be bound by the MOLP LP Agreement and shall be admitted as a limited partner of MOLP.
Sample 1
Purchase and Sale of the Subject Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the Subject Interests, free and clear of all Liens (other than Liens existing under the Organizational Documents of the Company and restrictions on sales of securities under applicable securities Laws), and, in consideration therefor, Buyer agrees to pay Seller the Purchase Price in cash, in accordance with Section 1.2.
Sample 1
Purchase and Sale of the Subject Interests. Subject to the terms and conditions set forth herein, at the Closing:
Sample 1
Purchase and Sale of the Subject Interests. CLOSING 6
Sample 1

Related to Purchase and Sale of the Subject Interests

  • 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 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 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 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 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 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 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 Interests Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Encumbrances, except for any Permitted Encumbrance, all right, title and interest of Seller in and to the Interests.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • 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.

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