Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching thereto.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the (as defined in Section 3.1), each Selling Stockholder shall sell to Buyer, and Buyer shall purchasepurchase from each Selling Stockholder, acquire and accept all of the Shares from on the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerClosing Date, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer Closing, Purchaser shall purchase, acquire and accept the Shares purchase from the Sellerseach Seller, and each Seller shall sell to Purchaser, the Sellers shall sell, convey, assign and transfer the Sale Shares to the Buyer, owned by that Seller free and clear of any and all Liens and together with all rights now and hereafter attaching theretoEncumbrances.

Purchase and Sale. Upon (a) Buyer and Sellers hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, transfer and assign to Buyer, and transfer Buyer shall purchase and accept from Sellers, all of the Shares to the BuyerAssets, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the terms Closing, on and subject to the terms and conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares purchase from the SellersSeller, and the Sellers Seller shall sell, convey, assign assign, transfer and transfer the Shares deliver to the Buyer, all of the Outstanding Stock, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens, for the consideration specified below in this Article II.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, the Buyer Purchaser shall purchase, purchase and acquire and accept the Shares from the SellersSeller, and the Sellers Seller shall sell, conveyassign, assign transfer, convey and transfer the Shares deliver to the BuyerPurchaser, all of its right, title and interest in and to the Shares, free and clear of any and all Liens and together with all rights now and hereafter attaching theretoother than restrictions on transfer generally imposed by applicable securities laws.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the SellersSeller will sell to Buyer, and Buyer will purchase from Seller, the Sellers shall sell, convey, assign and transfer the Shares to the BuyerCompany Shares, free and clear of all Liens and together with all rights now and hereafter attaching theretoPreemptive Rights.

Purchase and Sale. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing the Buyer shall purchase(as defined below), acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveyassign, assign transfer and transfer the Shares deliver to the Buyer, and the Buyer shall purchase and acquire from the Sellers, free and clear of any Encumbrances (as defined below), all Liens of the issued and together outstanding Shares, with all rights now and hereafter attaching thereto.each Seller selling such Seller’s Relative Share of the Shares. Each Seller’s “Relative Share” equals the percentage of Shares held by that Seller immediately before the transactions contemplated by this Agreement

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer Closing, Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerInterests, free and clear of all Liens any Liens, in exchange for the Estimated Purchase Price (minus the Indemnity Escrow Amount) pursuant to Section 2.02(b) and together with all rights now and hereafter attaching theretosubject to adjustment as set forth in Section 2.04.

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseSeller will sell, acquire transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from Seller, the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances as contemplated in this Article II.

Purchase and Sale. Upon At the terms Closing Time, on and subject to the terms and conditions of this Agreement, at the Closing Vendor shall sell, transfer and assign to the Buyer shall purchase, acquire and accept the Shares from the SellersPurchaser, and the Sellers Purchaser shall sellpurchase from the Vendor, conveyall of the Vendor’s right, assign title and transfer interest in the Shares to and the BuyerNew Intercompany Receivable, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing on the Buyer shall purchaseClosing Date, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, assign, convey, assign transfer and transfer deliver to Purchaser and Purchaser shall acquire from Seller the Shares to the BuyerPurchased Assets, free and clear of all Liens and together with all rights now and hereafter attaching thereto(other than Permitted Exceptions).

Purchase and Sale. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing the Closing, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept the Shares from the Sellers, and all of the Sellers shall sell, convey, assign and transfer the Shares to the BuyerTransaction Shares, free and clear of all Liens and together with all rights now restrictions on transfer (other than restrictions under the Securities Act and hereafter attaching theretostate securities Laws or state insurance Laws of general applicability), for the consideration specified below in this Section 2.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall hereby agree to sell, transfer, convey, assign and transfer deliver to the Purchaser, with full title guarantee, and the Purchaser shall acquire and accept from the Sellers, all and not less than all of the Shares to (including the BuyerShares respectively held by each Seller, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances).

Purchase and Sale. Upon On the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, transfer, convey, assign and transfer deliver to Purchaser, and Purchaser shall purchase and acquire, at the Shares to Closing (as defined below), the BuyerMembership Interests, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, transfer, convey, assign and transfer deliver to Buyer, and Buyer shall purchase and accept from Seller, the Shares to the BuyerTarget Interests, free and clear of all Liens, except for Liens arising under federal and together with all rights now and hereafter attaching theretostate 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. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveytransfer, assign assign, convey and transfer the Shares deliver to the Buyer, and the Buyer shall purchase from the Seller, all right, title and interest in and to the Membership Units free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon On the terms and subject to the conditions of this Agreementset forth herein, Seller hereby agrees to sell and Buyer hereby agrees to purchase, at the Closing Closing, all of the Buyer Company Shares (the “Acquisition”). At the Closing, Seller shall purchaseconvey, acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveytransfer, assign and transfer deliver to Buyer all of the Company Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching thereto(including Permitted Liens).

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, transfer, convey, assign and transfer deliver to Buyer, and Buyer shall purchase and accept from Seller, the Shares to the BuyerTarget Interests, free and clear of all Liens, except for Liens arising under federal and together with all rights now and hereafter attaching theretostate Securities Laws, arising pursuant to the Governing Documents of the Company or imposed by Buyer or any of its Affiliates.

Purchase and Sale. Upon all of the terms and subject to all of the conditions of this Agreement, at the Closing the Sellers will sell and transfer to the Buyer, and the Buyer shall purchase, will purchase and acquire and accept the Shares from the Sellers, and all of the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, Acquired Interests free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing Closing, the applicable Seller shall sell to Buyer, and Buyer shall purchase, acquire and accept the Shares purchase from the Sellersapplicable Seller, and the Sellers shall sell, convey, assign and transfer Acquired Company Shares owned by the Shares to the Buyerapplicable Seller, free and clear of all Liens and together with all rights now and hereafter attaching thereto(other than Permitted Liens or restrictions on transfer in respect of the Acquired Company Shares that arise out of the Securities Act).

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, assign, convey, assign transfer and transfer deliver to Buyer and Buyer shall acquire from Sellers the Shares to the Buyer, Purchased Assets free and clear of all Liens (other than Permitted Exceptions and together with all rights now and hereafter attaching theretoLiens imposed by Buyer).

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer Closing, Sellers shall sell, assign, transfer, convey and deliver to Purchaser and certain of its Affiliates and Purchaser shall, and shall cause certain of its Affiliates to, purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer Interests for the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoconsideration specified in Section 2.02.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, assign, convey, assign transfer and transfer deliver to Buyer and Buyer shall acquire from Seller, the Shares to the BuyerShares, free and clear of all Liens (other than restrictions imposed by state and together with all rights now and hereafter attaching theretofederal securities laws).

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at on Closing the Closing Seller shall and hereby agrees to sell, assign, convey, transfer and deliver to the Buyer and the Buyer shall purchase, acquire and accept the Shares purchase directly from the SellersSeller, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerADIT Shares, free and clear of all Liens and Liens, together with all rights of the Seller now and hereafter attaching thereto., in consideration of the following:

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing Closing, the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveytransfer and deliver to Buyer, assign and transfer Buyer shall purchase and accept from the Shares Seller, all of the Seller’s right, title and interest in and to all of the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions of this Agreement, at Seller shall sell, transfer, assign, convey and deliver to Purchaser the Closing the Buyer Membership Interests, and Purchaser shall purchase, acquire and accept the Shares from the SellersMembership Interests, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, in each case free and clear of all Liens and together with all rights now and hereafter attaching thereto(other than Liens arising as a result of applicable state or federal securities Laws).

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares Purchaser agrees to purchase from the SellersSeller, and the Sellers shall Seller agrees to sell, convey, transfer, assign and transfer deliver to Purchaser, the Shares to the BuyerAcquired Assets, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveyassign, assign transfer and transfer convey to Buyer all of their respective right, title and interest in and to: (a) the Shares to the BuyerMandara Shares, free and clear of all any Liens (other than Permitted Liens), and together with all rights now and hereafter attaching thereto(b) the Seller Loans.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and each of the Sellers shall sell, convey, assign assign, transfer and transfer the Shares deliver to the BuyerPurchaser, and the Purchaser shall purchase, acquire and accept from each of the Sellers, the Purchased Shares held by the Sellers (as set forth in Schedule 2.1 hereto), free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances.

Purchase and Sale. Upon Subject to and upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerEquity Interests (as defined herein), free and clear of all Liens, other than Liens and together with all rights now and hereafter attaching theretoarising under applicable securities laws.

Purchase and Sale. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing the Closing, Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase, acquire and accept the Shares conveyance from the SellersSeller, all of Seller’s right, title, and the Sellers shall sell, convey, assign interest in and transfer the Shares to the BuyerInterests, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens, other than Permitted Liens, for the consideration specified below in this ARTICLE II.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveyassign, assign transfer, convey and transfer the Shares deliver to the Buyer, free and clear of all Liens Buyer shall purchase and together with all rights now and hereafter attaching theretoacquire, the Stock.

Purchase and Sale. Upon On the terms and subject to the conditions of this Agreement, at the Closing Closing, the Shareholder shall sell, transfer and deliver the Shares to Buyer, and Buyer shall purchase, acquire and accept purchase the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerShareholder, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances.

Purchase and Sale. Upon Subject to and upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, transfer, convey, assign and transfer the Shares deliver to the Buyer, free and clear of all Liens Liens, and together with the Buyer shall purchase and accept from the Sellers, the shares of the Company listed on Schedule 2.1 (the "Shares"), such Shares constituting all rights now of the issued and hereafter attaching theretooutstanding shares of the Company.

Purchase and Sale. Upon On the terms and subject to the conditions of this Agreement, at the Closing Closing, the Shareholders shall sell, transfer and deliver the Shares to Buyer, and Buyer shall purchase, acquire and accept purchase the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerShareholders, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing Closing, the Sellers shall sell and assign to the Buyer, and the Buyer shall purchase, acquire purchase and accept the Shares assume from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, in each case free and clear of all Liens any Encumbrances, the Purchased Units and together with all rights now and hereafter attaching theretothe Blocker Corporation Shares, in exchange for payment by the Buyer of the Purchase Price as provided in this Article.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveyassign, assign transfer and transfer the Shares deliver to the Buyer, free and clear of all Liens Liens, except for Permitted Liens, and together with Buyer shall purchase from Sellers, all rights now of Sellers' right, title and hereafter attaching thereto.interest in and to the following assets used primarily in the operation of the Business as of the Closing Date (collectively, the "Acquired Assets"), which Acquired Assets include:

Purchase and Sale. Upon At the terms Closing, and subject to the terms and conditions of this Agreement, at the Closing Vendors shall sell to the Buyer Purchaser and the Purchaser shall purchasepurchase from the Vendors all, acquire and accept but not less than all, the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer Shareholders’ Loans for the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoPurchase Price.

Purchase and Sale. Upon In accordance with the terms and subject to upon the conditions of contained in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveytransfer, assign assign, convey and transfer the Shares deliver to Buyer all right, title and interest in and to the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the terms and conditions of contained in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign transfer and transfer deliver good and valid title to the Shares to the Buyer, free and clear of all Liens Liens, and together with all rights now and hereafter attaching theretoBuyer shall purchase the Shares from Sellers.

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveytransfer, assign assign, convey and transfer deliver to Purchaser, and Purchaser shall purchase from Seller, the Shares to the BuyerPurchased Membership Interests, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances (other than Encumbrances created by Purchaser or arising under this Agreement, the Initial Purchase Agreement, the Operating Agreement, the Securities Act or any applicable state law).

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Closing, Sellers shall sell and transfer to Buyer, and Buyer shall purchase, acquire purchase and accept from Sellers, all of the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoliens, claims or other encumbrances (“Liens”), other than restrictions on transfer under applicable securities laws.

Purchase and Sale. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing the Closing, Buyer shall purchase (and Parent shall cause Buyer to purchase, acquire ) from Seller and accept the Shares from the SellersAxxxx, and the Sellers Seller and Axxxx shall sell, convey, assign assign, transfer and transfer deliver to Buyer, all of the Shares to and all of the BuyerMembership Interests, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the Closing, the Sellers shall sell and transfer the Shares to Purchaser, and Purchaser shall purchase the Shares from the Sellers, free and clear of any Liens (the “Purchase”), upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching thereto.

Purchase and Sale. Upon At the Closing, Seller shall sell, assign, transfer, convey and deliver all Shares to Purchaser free and clear of all Liens, and Purchaser shall purchase such Shares from Seller on the terms and subject to the conditions of set forth in this Agreement, at for the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellersconsideration set forth in, and the Sellers shall sellto be paid in accordance with, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoSection 1.5.

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Interests. Title and, subject to the terms of this Agreement, at risk of loss with respect to the Interests shall pass to Buyer as of the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoDate.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing Time the Buyer Vendor shall purchase, acquire and accept sell to the Shares from the SellersPurchaser, and the Sellers Purchaser shall sellpurchase from the Vendor, convey, assign and transfer all of the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoPurchased Shares.

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

Purchase and Sale. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing the Closing, (a) Buyer shall purchase, purchase and acquire from Sellers and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign sell and transfer to Buyer the Shares to Transaction Interest; all of the Buyer, foregoing free and clear of all Liens and together with all rights now and hereafter attaching thereto.any Liens; and, (b) Buyer shall pay to Sellers the Purchase Price specified in Section 2.2. Execution Version

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing and effective as of the Buyer shall purchaseClosing Date, acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveytransfer and deliver to Buyer, assign and transfer Buyer shall purchase from Sellers, all right, title and interest of Sellers in and to the Shares to the Buyerand all of Sellers’ Options, free and clear of any and all Liens and together with all rights now and hereafter attaching thereto(other than restrictions under applicable securities Laws).

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Closing, Seller shall sell and transfer to Buyer, and Buyer shall purchase, acquire purchase and accept from Seller, all of the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens, other than restrictions on transfer under applicable securities Laws.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing the Closing, Sellers shall sell and transfer to Buyer, and Buyer shall purchase, acquire and accept the Shares purchase from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer each Seller, severally and not jointly, shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept the from each Seller, a number of Sale Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares equal to the BuyerSeller Share Number, free and clear of all Liens Liens, and together with all rights now right, title and hereafter attaching theretointerest as of the Closing Date.

Purchase and Sale. Upon At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchase, Purchaser agrees to purchase and acquire and accept the Shares from the SellersSeller, and Seller agrees to assign, transfer and convey to Purchaser, the Sellers shall sell, convey, assign and transfer the Shares to the BuyerAcquired Interests, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Closing, Seller shall sell to Buyer shall purchase, acquire and accept the Shares from the Sellers(or Buyer's designee), and Buyer (or Buyer's designee) shall purchase from Seller, the Sellers shall sell, convey, assign and transfer the Shares to the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, the Seller Corporations shall sell to Buyer, and Buyer shall purchase, acquire and accept the Shares purchase from the SellersSeller Corporations, and all of the Sellers shall sell, convey, assign and transfer the Shares to the BuyerPurchased Units, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign transfer and transfer the Shares deliver to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoBuyer shall purchase from the Sellers, the Purchased Units.

Purchase and Sale. Upon the terms and subject to the terms and conditions of set forth in this Agreement, the Sellers agree to, and shall at the Closing Closing, sell, assign, transfer and convey to the Buyer and the Buyer agrees to and shall purchase, at Closing purchase and acquire and accept the Shares from the Sellers, all right, title and the Sellers shall sell, convey, assign interest in and transfer the Shares to the BuyerCompany Shares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing the Buyer shall purchase(as defined below), acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveyassign, assign transfer and transfer the Shares deliver to the Buyer, and the Buyer shall purchase and acquire from the Sellers, free and clear of any Encumbrances (as defined below), all Liens of the issued and together outstanding Shares, with all rights now and hereafter attaching thereto.each Seller selling his Relative Share of the Shares. Each Seller’s “Relative Share” equals the percentage of Shares held by that Seller immediately before the transactions contemplated by this Agreement

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing Vendor shall sell to the Buyer shall purchase, acquire and accept the Shares from the SellersPurchaser, and the Sellers Purchaser shall sellpurchase from the Vendor, conveyas of the Closing all of the Purchased Shares, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all accrued benefits and rights now and hereafter attaching theretoattached thereto at Closing.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire Sellers will sell to Purchaser, and accept the Shares Purchaser will purchase from the Sellers, and all of the Sellers shall sell, convey, assign and transfer the Shares to the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the terms Closing Time, on and subject to the terms and conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, convey, assign and transfer the Shares to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller’s right, title and interest in the Purchased Assets, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens, other than the Permitted Liens.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of in this Agreement, at the Closing the Closing, Buyer shall purchase, purchase and acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveyassign, assign transfer and transfer the Shares convey to the Buyer, all of the Company Equity free and clear of all Liens and together with all rights now and hereafter attaching thereto.Liens, in exchange for the Final Aggregate Closing Consideration. In furtherance thereof,

Purchase and Sale. Upon As of the Closing, and subject to all of the terms and subject to the conditions of this Agreement, at the Closing Sellers shall sell, transfer, convey, assign and deliver, and the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerPurchased Assets, free and clear of all Liens (other than Permitted Encumbrances), and together the Buyer shall assume all of the Assumed Liabilities (which Assumed Liabilities the Buyer shall thereafter pay, discharge and perform, each on a timely basis with all rights now and hereafter attaching theretoregard to its share thereof).

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing the Buyer Closing, Purchaser shall purchase, acquire and accept the Shares purchase from the SellersSeller, and the Sellers Seller shall sell, convey, assign convey and transfer to Purchaser, the Shares to the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances, in consideration of the Purchase Price.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers each Seller shall sell, conveyassign, assign convey and transfer to Buyer, and Buyer shall purchase and acquire from each Seller, all of the Shares to the Buyerowned by such Seller, in each case, free and clear of all Liens other than transfer and together with all rights now other restrictions under applicable federal and hereafter attaching theretostate securities Laws (the “Sale”).

Purchase and Sale. Upon On the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveytransfer and convey to Purchaser, assign and transfer Purchaser shall purchase from Sellers, all of the Shares to Purchased Entity Interests (the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching thereto“Transaction”).

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at on the Closing Date, the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Shareholder shall sell, convey, assign assign, transfer and transfer the Shares deliver to the Buyer, free and clear Buyer shall purchase and acquire from the Shareholder, all of all Liens and together with all rights now and hereafter attaching theretothe Shares.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreementhereinafter set forth, at the Closing the Closing, Sellers shall sell to Buyer, and Buyer shall purchase, acquire and accept the Shares purchase from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, Properties free and clear of all Liens and together with all rights now and hereafter attaching theretoencumbrances, other than the Permitted Exceptions. The transaction described in this Agreement is a “package deal” involving the sale of all, but not under any circumstances less than all, of the Constituent Properties to Buyer.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing Closing, the Buyer Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept the Shares from the SellersSeller, all right, title and interest of the Sellers shall sell, convey, assign Seller in and transfer the Shares to the BuyerMembership Interests, free and clear of all Liens and together with all rights now and hereafter attaching thereto(other than Liens created by or through the Purchaser, its financing sources, or any of their respective Affiliates).

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, and for the consideration specified in Section 2.2 hereof, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign sell and transfer the Shares to Buyer and Buyer shall purchase and acquire the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoShares from Sellers.

Purchase and Sale. ​ Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, transfer, assign, convey, assign and transfer the Shares deliver to the BuyerPurchasers, free and clear of all Liens and together with all rights now Encumbrances, and hereafter attaching thereto.Purchasers shall purchase from Sellers the following assets (“Purchased Assets”) as follows: ​

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sellSeller will transfer, convey, sell and assign and transfer the Shares to the Buyer, free and clear of all Liens (other than restrictions on transfer imposed by applicable securities Laws), and together with all rights now Buyer will purchase and hereafter attaching theretoacquire from Seller, the Shares.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing Closing, the Buyer shall purchase, acquire and accept the Shares from the SellersSeller, and the Sellers Seller shall sell, convey, assign assign, transfer and transfer deliver the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching thereto.

Purchase and Sale. Upon the terms On and subject to the terms and conditions of this Agreementcontained herein, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and (i) the Sellers shall sell, convey, assign transfer and transfer deliver the Shares to the Buyer, Company Units free and clear of all Liens to Buyer and together with all rights now (ii) Buyer shall pay and hereafter attaching theretodeliver the Closing Consideration as provided in this Agreement and shall purchase the Company Units from the Sellers.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing the Buyer Closing, Purchaser shall purchase, acquire and accept purchase the Shares from the SellersSeller, and the Sellers Seller shall sell, convey, assign and transfer sell the Shares to the BuyerPurchaser, in each case free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances, for an amount equal to the Purchase Price.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, conveyassign, assign transfer and transfer the Shares convey to the BuyerBuyers, and the Buyers shall purchase and acquire from the Sellers, all of the Interests, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the Closing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall Shareholders agree to sell, conveyassign, assign convey and transfer the Shares deliver to the Buyer, free and clear of all Liens the Buyer agrees to purchase and together with all rights now and hereafter attaching theretoaccept from the Shareholders, the Purchased Shares.

Purchase and Sale. Upon the terms On and subject to the terms and conditions of this Agreement, at the Closing Closing, the Buyer shall purchase, agrees to purchase and acquire and accept the Shares from the SellersSeller, and the Sellers shall Seller agrees to sell, convey, assign assign, transfer and transfer the Shares deliver to the Buyer, free and clear of all Liens and together with Security Interests, all rights now and hereafter attaching theretoof the Company Shares, subject to any applicable Legal Restrictions.

Purchase and Sale. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing (as hereinafter defined), the Buyer Seller shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares Transfer to the Buyer, free and clear of all Liens the Buyer shall purchase and together with all rights now and hereafter attaching theretoaccept from the Seller, the Shares.

Purchase and Sale. Upon On the terms and subject to the conditions of this Agreement and the Asset Purchase Agreement, at simultaneously with the Closing closing of the Buyer Asset Purchase Agreement, and only upon such closing, the Seller shall purchasesell, acquire convey and accept deliver to the Shares from the SellersPurchaser, and the Sellers Purchaser shall sellpurchase and acquire from the Seller, convey, assign and transfer all of the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoShares.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign assign, transfer and transfer deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers all of the Sellers’ right, title and interest in and to the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoEncumbrances, such that at the Closing the Purchaser owns 100% of the Shares.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Closing, Buyer shall purchase, acquire purchase from Stockholder and accept the Shares from the Sellers, and the Sellers Stockholder shall sell, convey, transfer, assign and transfer deliver to Buyer the Shares to the BuyerShares, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing Closing, the Buyer shall purchase, acquire and accept the Shares purchase from the Sellers, Seller and the Sellers Seller shall sell, conveytransfer and assign, assign convey and transfer the Shares deliver to the Buyer, free and clear of all Liens liens, claims, security interests and together with all rights now and hereafter attaching theretoencumbrances, the Membership Interests.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of set forth in this Agreement, at the Closing the Closing, (a) Buyer shall purchase, purchase and acquire from Sellers and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign sell and transfer to Buyer the Shares to Transaction Interest; all of the Buyer, foregoing free and clear of all Liens and together with all rights now and hereafter attaching theretoany Liens; and, (b) Buyer shall pay to Sellers the Purchase Price specified in Section 2.2.

Purchase and Sale. Upon the terms of and subject to the satisfaction of the conditions of contained in this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the SellersSeller will sell, and the Sellers shall sellassign, convey, assign transfer, and transfer deliver to Buyer, and Buyer will purchase and acquire from Seller, the Shares to the BuyerMembership Interests, free and clear of all Liens and together with Encumbrances. Buyer will thereby acquire all rights now and hereafter attaching theretoof the Company’s assets, including all Receivables.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Vendor shall sell, convey, assign and transfer the Shares to the BuyerPurchaser, and the Purchaser shall purchase from the Vendor, all of the issued and outstanding Company Shares, free and clear of all Liens and together with all rights now and hereafter attaching theretoother than Permitted Liens.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, and except as set forth in Section 2.10, at the Closing the Closing, Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, transfer, assign and transfer deliver to Buyer, all of Sellers’ right, title and interest in, to and under, as of the Shares to Closing Date, the BuyerPurchased Assets, free and clear of all Liens and together with all rights now and hereafter attaching thereto(other than Permitted Liens).

Purchase and Sale. Upon the terms and subject to the conditions of contained in this Agreement, at the Closing (as defined in Section 2.4 below), the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveyassign, assign transfer and transfer deliver to Buyer, and Buyer will accept and purchase from the Seller, all of the Shares to owned or held by the BuyerSeller, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the Closing the Shareholder agrees to sell, assign, convey and deliver to Buyer, and Buyer shall purchase, acquire agrees to purchase and accept from Shareholder, the Purchased Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoowned by Shareholder.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Closing, Buyer shall purchase, acquire and accept the Shares agrees to purchase from the SellersSeller, and the Sellers shall sell, convey, assign and transfer the Shares Seller agrees to the sell to Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens, the Purchased Units.

Purchase and Sale. Upon On the terms and subject to the conditions of contained in this Agreement, at the Closing Closing, the Sellers will sell, convey, transfer, assign, and deliver to the Buyer, and the Buyer shall purchase, will acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerShares, free and clear of any and all Liens and together with all rights now and hereafter attaching theretoEncumbrances.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing closing of the purchase and sale of the Group Equity contemplated by this Agreement (the "CLOSING"), the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller the Membership Interest of the LLC Subsidiary, the Shares from of the SellersCorporate Subsidiaries, and the Sellers shall sell, convey, assign and transfer LP Interest of the Shares to the Buyer, free and clear of all Liens and together with all rights now and hereafter attaching theretoCompel Subsidiary.

Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer to Buyer, and Buyer shall purchase and acquire from the Shares to Sellers, all of the BuyerInterests, in each case, free and clear of all Liens and together with all rights now and hereafter attaching theretoother than Liens arising under applicable securities Laws (the “Sale”), in exchange for the Purchase Price.

Purchase and Sale. Upon On the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, the Buyer Purchaser shall purchase, acquire and accept the Shares purchase from the SellersSeller, and the Sellers Seller shall sell, convey, assign assign, transfer and transfer the Shares deliver to the BuyerPurchaser, all of the Seller's right, title and interest in and to the Shares, free and clear of all Liens and together with all rights now and hereafter attaching theretoother than Liens imposed by applicable securities Laws.

Purchase and Sale. Upon the terms and subject to the conditions of set forth in this Agreement, at on the Closing Date, the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Shareholders shall sell, convey, assign assign, transfer and transfer the Shares deliver to the Buyer, and Buyer shall purchase and acquire from the Shareholders, all of the Equity Interests free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon 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 the Buyer shall purchaseClosing, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveytransfer and deliver to Buyer, assign and transfer Buyer shall purchase and acquire from Seller, all of the Shares to the BuyerMembership Interests, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at on the Closing Date, the Seller shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell, convey, assign and transfer the Shares to the BuyerSeller, free and clear of all Liens and together with (other than restrictions on transfers pursuant to applicable securities laws), all rights now and hereafter attaching theretoof the Shares.

Purchase and Sale. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing Closing, the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers Seller shall sell, conveyassign, assign transfer, convey and transfer deliver to Buyer, and Buyer shall purchase and accept from the Shares to Seller, the BuyerAcquired Securities, free and clear of all Liens and together with all rights now and hereafter attaching theretoLiens.