Purchase and Sale of the Transferred Interests. Upon the terms and subject to the satisfaction or waiver of the conditions contained in this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver the Transferred Interests to Buyer, and Buyer shall purchase and accept from Seller, the Transferred Interests.
Purchase and Sale of the Transferred Interests. Subject to Section 2.07, at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall, and shall cause each of the other Equity Sellers to, sell, transfer, convey and assign to Buyer or the applicable Buyer Designee, free and clear of any and all Liens other than Permitted Liens, and Buyer shall, and shall cause each applicable Buyer Designee to, purchase, acquire and accept from the applicable Equity Seller, all of such Equity Seller’s, direct and indirect, right, title and interest in and to its Transferred Interests, as set forth on Exhibit A-2, as such exhibit may be amended pursuant to the terms of this Agreement.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase from Seller, all of the Transferred Interests, free and clear of all Liens other than Buyer’s obligation to pay stamp duty tax in Hong Kong in connection with the Transaction, for the consideration described in Section 1.3, as may be adjusted in accordance with this Agreement.
Purchase and Sale of the Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Shareholders shall cause Holdco to sell, transfer and deliver, and the Buyer shall purchase from Holdco, the Transferred Interests (free and clear of all Liens, subscriptions, options, warrants, calls, proxies, commitments and Contracts of any kind) for a purchase price equal to (a) the Estimated Closing Payment, plus (b) the Adjustment Escrow Amount (collectively, the “Purchase Price”). The Estimated Closing Payment shall be paid in accordance with Section 2.3(a). The Estimated Closing Payment is subject to adjustment after the Closing Date in accordance with Sections 2.3(a)(i) and 2.4. The Adjustment Escrow Amount shall be paid in accordance with Sections 2.4 and 2.5 and Article IX.
Purchase and Sale of the Transferred Interests. 1.2.1 On the terms and subject to the conditions set forth in this Agreement, the Sellers hereby sell with commercial effect (mit wirtschaftlicher Wirkung) as of the Closing Date to Buyer, and Buyer hereby accepts such sale and assignment of all of the Transferred Interests, free and clear of all Liens, for the consideration described in Section 1.3, as may be adjusted in accordance with this Agreement.
Purchase and Sale of the Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Seller shall transfer and convey the Transferred Interests to the Buyer, and the Buyer shall purchase and acquire the Transferred Interests from the Seller, in each case, free and clear of all Encumbrances, other than restrictions on transfer under Applicable Securities Laws. In exchange for the sale, transfer, and conveyance of the Transferred Interests by the Seller, at the Closing, the Buyer shall pay to the Seller (a) the Estimated Closing Consideration, as adjusted and as payable as set forth in Articles 2 and 3 and minus (b) the Escrow Amount, which the Buyer shall deliver to the Escrow Agent at the Closing as set forth in this Article 2 and which shall be held and distributed in accordance with the terms of this Agreement and the Escrow Agreement.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) BHH will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase from BHH, all of the BHH Interests, free and clear of all Liens, for a portion of the cash consideration described in Section 1.3; and (ii) LMI will sell, assign, convey, transfer, and deliver to Buyer, and Buyer will purchase from LMI, all of the LMI Interests, free and clear of all Liens, for a portion of the cash consideration described in Section 1.3.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Seller shall cause BSAI to sell, convey, assign, transfer and deliver to Buyer, free and clear of all Liens other than Buyer Liens and restrictions on transfer arising solely under applicable securities Laws, and Buyer shall purchase, acquire and accept from BSAI, all of BSAI’s right, title and interest in and to the Transferred Interests and (b) Buyer shall pay to BSAI the Closing Payment.
Purchase and Sale of the Transferred Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the following will occur in the order set forth below:
2.1.1. First, the Landmark Seller shall transfer and convey the Landmark Transferred Interests to the Buyer, and the Buyer shall acquire the Landmark Transferred Interests from the Landmark Seller, free and clear of all Encumbrances, other than Permitted Equity Encumbrances. In exchange for the transfer and conveyance of the Landmark Transferred Interests by the Landmark Seller, the Buyer shall pay to the Landmark Seller its Allocable Share of the Closing Consideration, in the form, and as adjusted and as payable as set forth in, Articles 2 and 3. Immediately thereafter, the Landmark Partners and the officers and managers of the Landmark Seller shall effect the Landmark Seller Liquidation (including the Landmark Distribution).
2.1.2. Second, following the transactions described in Section 2.1.1, the BrightSphere Seller shall transfer and convey the BrightSphere Transferred Interests to the Buyer, and the Buyer shall purchase and acquire the BrightSphere Transferred Interests from the BrightSphere Seller, free and clear of all Encumbrances, other than Permitted Equity Encumbrances. In exchange for the sale, transfer, and conveyance of the BrightSphere Transferred Interests by the BrightSphere Seller, the Buyer shall pay to the BrightSphere Seller its Allocable Share of the Closing Consideration, in the form, and as adjusted and as payable as set forth in, Articles 2 and 3.
Purchase and Sale of the Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, (a) Seller shall, and shall cause the Applicable Subsidiary to, sell, convey, assign, transfer and deliver to MDC Holdings, and MDC Holdings shall purchase, acquire and accept from Seller and the Applicable Subsidiary, all of Seller’s and the Applicable Subsidiary’s right, title and interest in and to the Transferred Equity Interests, free and clear of all Liens (other than restrictions arising under the Securities Act or any other applicable securities Laws or any applicable Gaming Laws) and (b) Seller shall, and shall cause Xxxxxxx Lessee (as applicable) to, (i) sell all of Xxxxxxx Lessee’s right, title and interest in and to the Horizon Parcel to MDC Holdings, and MDC Holdings shall purchase, acquire and accept from Xxxxxxx Lessee all of its right, title and interest in and to the Horizon Parcel, (ii) assign to MDC Holdings, and MDC Holdings shall accept from Xxxxxxx Lessee the assignment of, the Ventouris Ground Lease, (iii) grant to MDC Holdings easement rights with respect to the Easement Areas and (iv) lease to MDC Holdings the Battery Farm Equipment (the Transferred Equity Interests and the real property and other interests contemplated by the foregoing clause (b), collectively, the “Transferred Interests”).
