PURCHASE AND SALE
Purchase and Sale. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, such number of Shares set forth opposite their respective names on Exhibit A, at a price per Share equal to $15.02 (the “Price Per Share” and the total purchase price for the Shares, the “Shares Purchase Price”).
PURCHASE AND SALE
Purchase and Sale. 2.1 The Vendor will sell, assign and transfer to the Purchaser, and the Purchaser will purchase from the Vendor, at the Closing Time, the Purchased Assets free and clear of all Encumbrances, for the Purchase Price.
2.2 Notwithstanding anything in this Agreement to the contrary, the parties acknowledge and agree that this Agreement is not intended to transfer to the Purchaser the Excluded Assets and that the Purchase Price does not include any consideration for the Excluded Assets; and in this regard the Purchaser agrees to execute and deliver all required documents and instruments of transfer or title and do all things necessary to transfer back to the Vendor the Excluded Assets, and further acknowledges and agrees that as of and from the Closing Time until such time as the transfer of the Excluded Assets from the Purchaser to the Vendor is effective, the Purchaser will hold the entire legal right, title and interest in and to the Excluded Assets for the non-exclusive use, benefit, enjoyment and advantage of the Vendor.
PURCHASE AND SALE
Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, all of the Seller’s assignable and transferable right, title and interest in and to the following described property (herein collectively called the “Property”):
PURCHASE AND SALE
Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Paramount Parks Shares. The total consideration for the sale of the Paramount Parks Shares to Purchaser shall equal: $1,243,200,000 (the "Base Purchase Price"); minus the amount of Indebtedness of the Companies, the Company Subsidiaries, Holdco, Interco and Newco outstanding immediately prior to the Closing (including the amount required to pay in full all such Indebtedness) but not otherwise included in the Purchase Price under (iv) below ("Closing Debt"); plus all Cash and Cash Equivalents of the Companies and the Company Subsidiaries immediately prior to the Closing ("Closing Cash"); minus $1,000,000 for each day during the month of July 2006 that the Closing is delayed beyond July 1, 2006; and plus the amount, if any, by which the Adjusted Working Capital Amount as of the close of business on the Closing Date exceeds the Adjusted December 31 Working Capital Amount, or minus the amount, if any, by which the Adjusted December 31 Working Capital Amount exceeds the Adjusted Working Capital Amount as of the close of business on the Closing Date, subject to adjustment as provided in Sections 2.2 and 2.3 (as adjusted, the "Purchase Price").
PURCHASE AND SALE
Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the closing provided for in Section 1.10 hereof (the "Closing") and except as otherwise specifically provided in this Article 1, Seller shall grant, convey, sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, all right, title and interest of Seller in and to (a) the business of Seller as a going concern and (b) except for the Excluded Assets (as hereinafter defined), all of the assets, properties and rights of Seller of every kind and description, tangible and intangible, wherever situated (which business, assets, properties and rights are hereinafter collectively referred to as the "Assets"), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, except Assumed Liabilities (as hereinafter defined).
PURCHASE AND SALE
Purchase and Sale. At the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens.
PURCHASE AND SALE
Purchase and Sale. Subject to the provisions of this Agreement, as of the Closing, Buyer will purchase, and the Sellers will sell, transfer and assign to Buyer, free and clear of any and all Liens, the Quota. As consideration for the purchase of the Quota, subject to the provisions of this Agreement (including the adjustments and payments set forth in Sections 2.3 and 2.4), at Closing the Buyer shall pay the Sellers an aggregate amount equal to the Estimated Payment (as stated under clause 2.3 (a) below). In addition, as further consideration for the purchase contemplated hereby, following Closing the Sellers shall have the right to receive the Earnout Payments (if any) pursuant to Section 2.7 herein.
PURCHASE AND SALE
Purchase and Sale. The Purchaser hereby offers to purchase from the Vendor, on the terms and subject to the conditions herein contained, the Lands for the Purchase Price, subject to adjustment as provided in Section 2.4
PURCHASE AND SALE
Purchase and Sale. Subject to the terms and conditions hereof, Xxxxxx agrees to sell and transfer the Equity Interests to Buyer, and Xxxxx agrees to purchase the Equity Interests from Seller, in each case free and clear of any liens, pledges, encumbrances, hypothecations or other claims of any kind or nature excepting only restrictions on transfer imposed by federal and state securities Laws.
PURCHASE AND SALE
Purchase and Sale. Subject to the provisions of this Agreement, as of the Closing, Buyer will purchase, and the Sellers will sell, transfer and assign to Buyer, free and clear of any and all Liens, the Quota. As consideration for the purchase of the Quota, subject to the provisions of this Agreement (including the adjustments and payments set forth in Sections 2.3 and 2.4), at Closing the Buyer shall pay the Sellers an aggregate amount equal to the Estimated Payment (as stated under clause 2.3 (a) below). In addition, as further consideration for the purchase contemplated hereby, following Closing the Sellers shall have the right to receive the Earnout Payments (if any) pursuant to Section 2.7 herein. 2.Effect of the Transaction on Quota. As of the Closing and subject to the provisions of this Agreement, each Seller holding a Quota issued and outstanding as of the Closing shall have the right to receive with respect to the percentage of the same Quota held - as part of the purchase price - (i) an amount at Closing in cash equal to the Pro Rata Portion of the Estimated Payment, plus (ii) any payments required to be made following Closing in respect of such Quota in accordance with Sections 2.4 and 2.7.
