Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Selleracquire, all right, title and interest in and to the SecuritiesInterest, in each case free and clear of any and all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer assign and deliver convey to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, the Securities, free and clear of all “Liens” (as defined below)liens and encumbrances, all of Seller’s right, title and interest in and to the Purchased Receivables.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below), and Buyer shall purchase from Seller, all of Seller's right, title and interest in and to all of the Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing the Buyer shall purchase, Seller acquire and accept the Shares from the Sellers, and the Sellers shall sell, grant, assign, convey, assign and transfer and deliver the Shares to the Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Liens and together with all rights now and hereafter attaching thereto.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver will sell to Buyer, and Buyer shall will purchase and acquire from Seller, the SecuritiesCompany Shares, free and clear of all “Liens” (as defined below)Liens and Preemptive Rights.

Purchase and Sale. Subject At the Closing, on and subject to the terms and conditions of this Agreement, at Closingthe Buyer shall purchase from Seller, and Seller shall sell, grantconvey, assign, convey, transfer and deliver to the Buyer, and Buyer shall purchase and acquire from Seller, all of the SecuritiesOutstanding Stock, free and clear of all “Liens” (as defined below), for the consideration specified below in this Article II.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing (as defined herein), Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. (a) Subject to the terms and conditions of set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, grant, assign, convey, transfer and deliver assign to Buyer, and Buyer shall purchase and acquire from Seller, all of the Securities, free and clear of all “Liens” (as defined below)Purchased Interests.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller the Sellers shall sell, grant, assign, convey, transfer and deliver convey to BuyerBuyer all of their respective right, title and Buyer shall purchase interest in and acquire from Seller, to: (a) the SecuritiesMandara Shares, free and clear of all “any Liens (other than Permitted Liens” ), and (as defined below)b) the Seller Loans.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesMembership Interests, free and clear of all “Liens” (as defined below)Encumbrances, other than Encumbrances created by Buyer or those arising under applicable securities laws.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, the SecuritiesTarget Interests, free and clear of all “Liens” (as defined below), except for Liens arising under federal and state Securities Laws, arising pursuant to the Governing Documents of the Company or imposed by Buyer or any of its Affiliates.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and acquire accept from Seller, the SecuritiesInterests, free and clear of all “any Liens” , in exchange for the Estimated Purchase Price (minus the Indemnity Escrow Amount) pursuant to Section 2.02(b) and subject to adjustment as defined below)set forth in Section 2.04.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, the SecuritiesShares, free and clear of all “Liens” Liens (as defined belowother than restrictions imposed by state and federal securities laws).

Purchase and Sale. Subject to Upon the terms and conditions of this Agreementset forth herein, at the Closing, Seller shall sell, grant, assign, convey, assign and transfer and deliver to Buyer, Buyer and Buyer shall purchase purchase, acquire and acquire accept from Seller, the Securities, free and clear of all “Liens” , other than Permitted Liens, the Conveyed Assets and Buyer shall assume the Assumed Liabilities (the payment of the Purchase Price and the assumption of the Assumed Liabilities collectively referred to as defined belowthe "Consideration").

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerPurchaser the Membership Interests, and Buyer Purchaser shall purchase purchase, acquire and acquire from Selleraccept the Membership Interests, the Securities, in each case free and clear of all “Liens” Liens (other than Liens arising as defined belowa result of applicable state or federal securities Laws).

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, granttransfer, convey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens (other than Permitted Liens” (as defined below), and Purchaser shall purchase, acquire, and pay for, all of Seller’s right, title, and interest in and to the Project Assets, but not the Excluded Assets.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, granttransfer, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase acquire and acquire accept conveyance from Seller, all of Seller’s right, title, and interest in and to the SecuritiesInterests, free and clear of all “Liens” (as defined below), other than Permitted Liens, for the consideration specified below in this ARTICLE II.

Purchase and Sale. (a) Subject to the terms and conditions of this Agreement, at the Closing, Seller and Parent shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from SellerSeller and Parent, all right, title and interest of Seller and Parent in and to the SecuritiesAcquired Assets, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Selleracquire, at the Closing (as defined below), the SecuritiesMembership Interests, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, the SecuritiesTarget Interests, free and clear of all “Liens” (as defined below), except for Liens arising under federal and state securities Laws, arising pursuant to the Governing Documents of the Company, arising pursuant to this Agreement or created or imposed by Buyer or any of its Affiliates.

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, Seller Sellers shall sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from SellerSellers, the SecuritiesEquity Interests (as defined herein), free and clear of all “Liens” (as defined below), other than Liens arising under applicable securities laws.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing on the Closing Date, the Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and acquire from Seller, Seller the SecuritiesPurchased Assets, free and clear of all “Liens” Liens (as defined belowother than Permitted Exceptions).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, granttransfer, assign, convey, transfer assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Securities, free and clear all of all “Liens” (as defined below)Seller’s Interests.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire accept from Seller, the SecuritiesPurchased Interest, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller each Seller, severally and not jointly, shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securitiesdeliver, free and clear of any and all “Liens” (as defined below)Liens other than restrictions on transfer arising under applicable securities laws, and Purchaser shall purchase, all of the Equity Interests of such Seller.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 1.3 hereof (the "Closing"), Seller shall will sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase will purchase, acquire and acquire accept from Seller, the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, Purchaser free and clear of all “Liens” (as defined below), and Purchaser shall purchase from such Seller, the portion of the Interests owned by that Seller. The obligation of the Sellers under the preceding sentence of this Section 2.1 is several and not joint.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire accept from the Seller, all of the SecuritiesSeller’s right, title and interest in and to all of the Shares, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, grant, assign, convey, transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller, Sellers the Securities, Purchased Assets free and clear of all “Liens” Liens (as defined belowother than Permitted Exceptions and Liens imposed by Buyer).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” Liens (as defined belowexcept for (a) Liens created by, or on behalf of, the Purchaser and (b) Liens consisting of restrictions on transfer generally arising under applicable Federal Securities Laws or state securities Law), and the Purchaser shall purchase and acquire from the Seller, the Membership Interests.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of contained in this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire accept delivery from Seller, all of the Securities, Property free and clear of all “Liens” (as defined below)encumbrances other than those created by or otherwise identified pursuant to this Agreement.

Purchase and Sale. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all right, title and interest in and to the Securities, Securities free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sellhereby sells, grantassigns, assigntransfers, convey, transfer conveys and deliver delivers to Buyer, and Buyer shall purchase and acquire purchases from Seller, the Equity Securities, free and clear of all “Liens” (as defined below)Encumbrances, other than Permitted Encumbrances.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer sell and deliver to Buyer, and Buyer shall purchase and acquire from the Seller, all of the SecuritiesSeller Member Interests, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the SecuritiesShares, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, grant, assign, convey, sell and transfer and deliver to Buyer, and Buyer shall purchase and acquire accept from SellerSellers, all of the Securities, Shares free and clear of all liens, claims or other encumbrances (“Liens” (as defined below”), other than restrictions on transfer under applicable securities laws.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closingthe Closing Seller hereby sells, Seller shall sellassigns, grant, assign, convey, transfer transfers and deliver delivers to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below), and Buyer hereby purchases from Seller, the Purchased Securities and all of Seller’s right, title and interest in and to the Purchased Securities.

Purchase and Sale. Subject to On the terms and subject to the conditions of contained in this Agreement, at Closingon the Closing Date, Buyer shall purchase, and Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securitiesdeliver, free and clear of all “Liens (except for any Permitted Liens” (), by appropriate instruments of conveyance reasonably satisfactory to Buyer, all of Seller’s right, title and interest as defined below)of the Closing Date in and to the Purchased Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller Buyer shall purchase from Stockholder and Stockholder shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesShares, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Buyer shall purchase from the Seller and the Seller shall sell, grant, transfer and assign, convey, transfer convey and deliver to the Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)liens, claims, security interests and encumbrances, the Membership Interests.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closing, the Closing Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and acquire from Seller, Seller the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below), and Buyer shall purchase from Seller, all of the Acquired Equity.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to BuyerBuyer free and clear of all Liens, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of this AgreementAgreement and in exchange for the consideration described below, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, Equity Interests free and clear of all “any Liens (other than Permitted Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions set forth in this Agreement and in consideration of this Agreement, at Closingthe Purchase Price, Seller shall sell, grant, assign, convey, deliver and transfer and deliver at the Closing to Buyer, and Buyer shall purchase purchase, acquire and acquire accept at the Closing from Seller, all of the Securitiesright, title and interest of Seller in and to the Membership Interests, so that upon the consummation of the Closing, Buyer shall own, directly, all of the Membership Interests free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreementcontained herein, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the SecuritiesShares, free and clear of all “Liens” Liens (as defined belowother than Liens (x) arising under the Securities Act and applicable state and comparable foreign securities laws or (y) created or incurred in connection with the Debt Financing or otherwise by or at the written direction of Buyer).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver sell the Assets to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Encumbrances, and Buyer shall purchase the Assets from Seller.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Buyer shall purchase from the Sellers, and such Sellers shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the SecuritiesShares, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver convey to Buyer, free and clear of all Liens other than restrictions on transfer under applicable securities Laws, and Buyer shall purchase and acquire from Seller, all of the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of this AgreementAgreement and in consideration of Buyer’s payment of the Purchase Price, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the SecuritiesMembership Interests, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Sellers shall sell, grantconvey, assign, conveytransfer, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesSellers, free and clear of all “Liens” any Liens (as defined belowother than transfer restrictions under securities Laws), the Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, granttransfer, assign, convey, transfer assign and deliver convey to the Buyer, and the Buyer shall purchase purchase, acquire and acquire accept from the Seller, the Securities, free and clear of all “Liens” (as defined below), all of the Seller’s right, title and interest in and to the Assigned Royalty Payments.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, Purchaser free and clear of all “Liens” (as defined below), and Purchaser shall purchase from Sellers, the Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” Liens (as defined belowother than Permitted Liens and Permitted Encumbrances)., and Purchaser will purchase and pay for, all of Seller’s right, title and interest in and to the Project

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver convey to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of any Liens, and Purchaser shall purchase and acquire, all “Liens” (as defined below)of the Purchased Equity in exchange for cash consideration equal to the Purchase Price.

Purchase and Sale. Subject to At Closing, on the terms and subject to the conditions of set forth in this Agreement, at Closingand in reliance on the respective representations, Seller warranties, covenants and indemnification obligations of the parties hereto, the Sellers shall sell, granttransfer, assign, convey, transfer convey and deliver to the Buyer, and the Buyer shall purchase from the Sellers, all right, title and acquire from Seller, interest in and to the Securities, free and clear of all “Liens” (as defined below)Subject Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Buyer shall purchase, acquire and accept from the Seller, and the Seller shall sell, grant, assign, convey, assign and transfer and deliver to the Buyer, and Buyer shall purchase and acquire from Seller, all of the SecuritiesShares, free and clear of all “Liens” any Liens (as defined belowother than restrictions on transfer that may be imposed by generally applicable securities Laws).

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, granttransfer, assign, convey, transfer assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the outstanding Membership Interests of the Company (the “Purchased Securities”), free and clear of all Liens (other than restrictions on transfers under applicable securities laws). The acquisition of the Purchased Securities and the other transactions contemplated herein are sometimes collectively referred to herein as the “Liens” (as defined below)Transactions”.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, the Buyer shall purchase from the Seller and the Seller shall sell, grant, transfer and assign, convey, transfer convey and deliver to Buyer, the Buyer the Ownership Interests and Buyer shall purchase and acquire from Seller, the SecuritiesReal Property, free and clear of all “Liens” (, as defined below)herein.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver deliver, or cause to be sold, transferred, conveyed, assigned or delivered to Buyer, and Buyer shall purchase and acquire from Seller, at Closing, all of Seller's right, title and interest in, to and under the Securitiesfollowing (collectively, free and clear of all “Liens” (as defined below).the "ACQUIRED ASSETS"):

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, the Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, at the SecuritiesClosing, free and clear of all “Liens” (as defined below), and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to all of the Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing (as defined in Section 3.1), Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” Liens and Buyer shall purchase, acquire and accept from Seller, the Shares, representing 100% of the issued and outstanding share capital of the Company, on a fully diluted basis, against the Purchase Price (as defined below).

Purchase and Sale. Subject to (a) On the terms and subject to the conditions of contained in this Agreement, at Closingon the Closing Date, Buyer shall purchase, and Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securitiesdeliver, free and clear of all “Indebtedness and Liens (except for any Permitted Liens” (), by appropriate instruments of conveyance reasonably satisfactory to Buyer, all of Seller’s right, title and interest as defined below)of the Closing Date in the Acquired Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller (as applicable) shall sell, grant, assign, conveytransfer, transfer convey and deliver to the Buyer, and the Buyer shall purchase purchase, acquire and acquire accept from each Seller, the Securities, free and clear of all “Liens” (as defined below).all

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall will sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” (as defined below)Liens and Purchaser will purchase and accept at the Closing, the Membership Interests.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing (hereinafter defined), Seller shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from such Seller, the SecuritiesShares, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, each Seller shall sell, grant, assign, convey, will sell and transfer and deliver to Buyer, and Buyer shall will purchase and acquire from each Seller, the SecuritiesSecurities held by such Seller, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, the SecuritiesCompany Interests, free and clear of all “Liens” (as defined below), except for Permitted Securities Liens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Securities, Membership Interests free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at Closingthe Closing Seller hereby sells, Seller shall sellconveys, grantgrants, assigntransfers, convey, transfer assigns and deliver delivers to Buyer, and Buyer shall purchase hereby purchases, acquires, assumes and acquire accepts from Seller, the Securities, Shares free and clear of all “any Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securitiesdeliver, free and clear of any and all “Liens” (as defined below)Liens other than restrictions on transfer arising under applicable securities laws, and Purchaser or its designee shall purchase, all of the Interests.

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller Sellers shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from SellerSellers, the SecuritiesShares, free and clear of all “Liens” (as defined below), for the consideration specified in Section 1.2.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at Closingthe Closing (as defined below), the Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser the Shares, free and clear of any and all liens, security interests and other encumbrances (“Liens” (as defined belowEncumbrances”).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, grantconvey, assign, convey, transfer and deliver the Shares to the Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Liens excluding Liens imposed by the Buyer or under state and federal securities Laws.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller Sellers shall sell, granttransfer, assign, convey, transfer and deliver convey to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” Liens (other than restrictions on transfer thereof arising as defined belowa result of applicable state or federal securities laws), and Purchaser shall purchase and accept therefrom, or shall cause its designee to purchase and accept therefrom, the Acquired Interests.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and delivered, to Buyer and Buyer shall purchase and acquire from Seller, the Securitiespurchase, free and clear of all “Liens other than Permitted Liens” (as defined below), all of such Seller’s right, title and interest in, to and under the Acquired Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Buyer shall purchase from the Seller, and the Seller shall sell, grantconvey, assign, convey, transfer and deliver to the Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesAcquired Interests, free and clear of all “Liens” Liens (as defined belowother than restrictions on transfer arising under the Securities Act and state securities Laws).

Purchase and Sale. Subject Upon and subject to the terms and conditions of set forth in this Agreement, at the Closing, Seller shall sell, grantconvey, assign, conveytransfer, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesAssets, free and clear of all “Liens” (as defined below)any Encumbrances other than Permitted Encumbrances, other than the Excluded Assets.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller the Sellers shall sell, grant, assign, convey, transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Sellerthe Sellers, the SecuritiesInterests, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, Seller the Sellers shall sell, grant, assigntransfer, convey, transfer assign and deliver to the Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” , and the Buyer shall purchase and accept from the Sellers, the shares of the Company listed on Schedule 2.1 (as defined belowthe "Shares"), such Shares constituting all of the issued and outstanding shares of the Company.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller the Sellers shall sell, grant, assign, convey, transfer and deliver convey to Buyerthe Buyers, and Buyer the Buyers shall purchase and acquire from Sellerthe Sellers, all of the SecuritiesInterests, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller the Sellers shall sell, grant, assign, convey, transfer and deliver convey to BuyerBuyer all of their respective right, title and Buyer shall purchase interest in and acquire from Seller, to: (a) the SecuritiesMembership Interests, free and clear of all “any Liens (other than Permitted Liens” ), and (as defined below)b) the Seller Loans.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, free and clear of all Liens, claims, charges, restrictions or encumbrances of every kind, nature and description, and Buyer shall purchase purchase, and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Assets at the Closing.

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at Closingthe Closing (as hereinafter defined), the Seller and Xxxxxx shall each sell, granttransfer, assign, convey, transfer convey and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, accept and acquire from Sellereach of the Seller and Xxxxxx, the SecuritiesCommon Units, free and clear of all “Liens” , but subject to the terms of the LLC Agreement and the Members Agreement (as defined belowhereinafter defined).

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller Purchaser shall sell, grant, assign, convey, transfer and deliver to Buyerpurchase from Sellers, and Buyer Sellers shall purchase and acquire from Sellersell to Purchaser, the Securities, Interests free and clear of all “Liens” Liens (as defined belowother than Permitted Liens or Liens arising pursuant to applicable securities laws and those created by or at the behest of Purchaser).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing the Buyer shall purchase, Seller acquire and accept from the Sellers, and the Sellers shall sell, grant, assign, convey, assign and transfer and deliver to the Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPartnership Interests, free and clear of all “Liens” Liens and Permitted Liens (as defined belowother than those Permitted Liens described in clauses (xii) of the definition thereof), in exchange for cash consideration in the amount of the Purchase Price.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreementcontained herein, at the Closing, Seller (i) the Sellers shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, Company Units free and clear of all “Liens” Liens to Buyer and (ii) Buyer shall pay and deliver the Closing Consideration as defined below)provided in this Agreement and shall purchase the Company Units from the Sellers.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, granttransfer, assign, convey, transfer assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Securities, issued and outstanding Company Shares free and clear of all Liens (other than Permitted Liens), for the Purchase Price and the issuance of Rollover Interests. The acquisition of the Purchased Securities and the other transactions contemplated herein are sometimes collectively referred to as the “Liens” (as defined below)Transactions.”

Purchase and Sale. Subject Upon and subject to the terms and conditions of contained in this Agreement, at the Closing, Seller Sellers shall sell, grant, assign, convey, transfer and deliver good and valid title to the Shares to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below), and Buyer shall purchase the Shares from Sellers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closingthe Closing (as defined in Section 1.3), Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to BuyerBuyer against payment of the Purchase Price therefor, and Buyer shall purchase and acquire from Seller, accept all of the SecuritiesLLC Interests, free and clear of all “Liens” any Liens (as defined belowin Section 3.3).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall buy from the Seller, and the Seller shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” Liens (as defined belowother than Liens imposed by or through the Purchaser or the Company), the Purchase Shares, and all rights with respect to such shares, in exchange for the payment of $__________ by the Purchaser to the Seller.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesAcquired Company Shares, free and clear of all “Liens (other than Permitted Liens” (as defined below).

Purchase and Sale. Subject to On the terms and subject to the conditions of ----------------- set forth in this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, at the SecuritiesClosing, free all right, title and clear interest of all “Liens” (as defined below)Seller in and to the Purchased Assets, wherever located.

Purchase and Sale. Subject to In accordance with the terms and upon the conditions of contained in this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerBuyer all right, title and Buyer shall purchase interest in and acquire from Seller, to the SecuritiesShares, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, grant, assign, convey, transfer and deliver assign to Buyer, and Buyer shall purchase and acquire from all of Seller, the Securities’s Common Stock, free and clear of all “Liens” (as defined below), subject only to the terms of the Basic Company Agreements.

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and (a) Buyer shall purchase and acquire from Seller, Sellers and Sellers shall sell and transfer to Buyer the Securities, Transaction Interest; all of the foregoing free and clear of all “any Liens” ; and, (as defined below)b) Buyer shall pay to Sellers the Purchase Price specified in Section 2.2.

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title, and interest in and to the SecuritiesAssets, free and clear of all “Liens” (as defined below)after giving effect to the Special Bank Dividend.