Purchase and Sale of Transferred Interests. Subject to the terms and conditions of this Agreement, for the consideration specified in Article III, each Seller shall sell and convey to Purchaser, and Purchaser shall purchase and receive from each Seller, at the Closing, the Transferred Interests owned by such Seller free and clear of all Liens (other than restrictions on sales of securities under applicable securities laws). Such sale and conveyance of the Transferred Interests to Purchaser at the Closing shall occur immediately after the last to occur of (i) the wire transfers described in clauses (1) and (2) of the penultimate sentence of Section 2.01, and (ii) the transfers by the Company that are described in clauses (A) and (B) of the last sentence Section 2.01.
Purchase and Sale of Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Transferred Interest Closing (as defined in Section 1.3 below) and upon payment of the Purchase Price by EDF in accordance with Section 1.2 below, CEG shall, with respect to the IP, and CNN shall, with respect to the Membership Interests, sell, transfer and assign to EDF, free and clear of all Liens (as defined in Section 4.1 below), other than Permitted Liens with respect solely to the IP, all of the Transferred Interests. The Parties agree that the purchase and sale of the Membership Interests shall be deemed to comply with the terms and conditions of Article IX of the Operating Agreement.
Purchase and Sale of Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers sell, convey, assign, transfer and deliver, to the Acquiror, and the Acquiror purchases, acquires and accepts from the Sellers, the Transferred Interests, in each case free and clear of all Liens other than Liens imposed under federal or state securities laws. On the terms and subject to the conditions set forth in this Agreement, at the Closing, New DN sxxxx, xxnveys, assigns, transfers and delivers, to the Acquiror or a designee of the Acquiror, and the Acquiror or a designee of the Acquiror purchases, acquires and accepts from New DN, the Equity Interests in News Management Services, GP, in each case free and clear of all Liens other than Liens imposed under federal or state securities laws.
Purchase and Sale of Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Transferred Interest Closing (as defined in
Purchase and Sale of Transferred Interests. Purchase and Sale of Transferred Interests. At the Closing, on the terms and subject to the conditions set forth herein, the Buyer shall purchase and accept from the Seller, and the Seller shall sell and deliver to the Buyer, all of the Seller’s Units (the “Transferred Interests”), free and clear of all Liens (other than Liens arising under the Securities Act or state securities Laws, as applicable), in exchange for the consideration specified herein. Payment of
Purchase and Sale of Transferred Interests. (a) At the Closing, upon the terms and subject to the conditions of this Agreement, each Seller hereby agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer hereby agrees, and Parent hereby agrees to cause Buyer, to purchase from each Seller, the Transferred Interests of such Seller. Sellers shall provide Buyer with written notice of the portion of the Purchase Price payable to each Seller prior to the Closing Date. The portion of the Purchase Price payable to each Seller shall be determined in accordance with the Sellers Letter Agreement and based on the relative fair market values of the assets held by the Companies, as set forth on Schedule 2.4(c)(ii).
Purchase and Sale of Transferred Interests. (a) Buyer and Seller hereby agree that upon the terms and subject to the satisfaction or waiver, if permissible, of the conditions hereof, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, assign, convey, transfer and deliver to Buyer, all of the Transferred Interests free and clear of any and all Encumbrances.
(b) In consideration for the sale, assignment, conveyance, transfer and delivery of all of the Transferred Interests to Buyer, Buyer shall pay to Seller an aggregate amount equal to $860,000,000 (the “Base Purchase Price”), which shall be subject to adjustment in accordance with Section 2.4 and Section 2.5, plus the amounts, if any, to be paid by Buyer to Seller pursuant to Section 2.6. The Base Purchase Price, as adjusted pursuant to Section 2.4, shall be referred to as the “Closing Base Purchase Price,” the Closing Base Purchase Price, as adjusted pursuant to Section 2.5, shall be referred to as the “Final Base Purchase Price,” and the Final Base Purchase Price, as adjusted pursuant to Section 2.6, shall be referred to as the “Total Purchase Price.” A sample calculation of the Closing Base Purchase Price is attached hereto as Attachment 1 to Exhibit 1.
Purchase and Sale of Transferred Interests. Subject to the terms and conditions of this Agreement, the Purchaser shall purchase, and the Sellers shall sell, all of the Sellers’ right, title and interest in and to the Transferred Interests, free and clear of all Liens, other than (i) the Xxxxxx Security Agreements and (ii) any restrictions created by applicable securities Laws, in exchange for the Purchase Price by wire transfer of immediately available funds in U.S. dollars to an account designated in writing by each Seller not less than two (2) Business Days prior to the applicable Closing Date. Each Closing shall take place (a) at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 0000 Xxxxxxxxx Xx., Xxxxx 0000, Xxxxxxx, Xxxxx 00000, at 10:00 a.m. Houston time on the applicable Closing Date or (b) at such other place and time as may be mutually agreed upon in writing by the Parties. For purposes of this Agreement, the effective time of each Closing, for accounting purposes, shall be deemed to be 12:01 a.m. Houston time on the applicable Closing Date.
Purchase and Sale of Transferred Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Parent shall cause Seller to, convey, assign, transfer and deliver, as legal and beneficial owners, to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of all Liens (other than any transfer restrictions arising under applicable securities Laws), all right, title and interest in and to the Transferred Interests.
Purchase and Sale of Transferred Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing:
(a) GIP II CPV and CPV Power Holdings GP shall sell, transfer, assign, convey and deliver to Purchaser (or, with respect to the CPV Power Holdings Interests held by CPV Power Holdings GP, Purchaser's designee that is a limited liability company wholly owned by Purchaser and disregarded for tax purposes (the “GP Designee”)), and Purchaser shall (or shall cause GP Designee, as applicable, to) purchase, accept and acquire from GIP II CPV and CPV Power Holdings GP, the CPV Power Holdings Interests held by GIP II CPV and CPV Power Holdings GP, respectively, in each case, free and clear of all Liens, other than restrictions under applicable securities Laws and Liens created by Purchaser; and
(b) GIP II CPV 2 shall sell, transfer, assign, convey and deliver to Purchaser, and Purchaser shall purchase, accept and acquire from GIP II CPV 2, the CPVI Shares and the CPV REC Shares, in each case, free and clear of all Liens, other than restrictions under applicable securities Laws and Liens created by Purchaser.
