Purchase of Equity Interests. On the terms and subject to the conditions hereof, at the Closing, Seller shall sell and transfer to Buyer, and Buyer shall purchase from Seller, the Equity Interests, free and clear of all Liens, in exchange for the Purchase Price.
Purchase of Equity Interests. Subject to the terms and conditions set forth herein and in the related Assignment and Assumption Agreement (including, without limitation, satisfaction of the conditions precedent set forth herein and in the related Assignment and Assumption Agreement), on each Closing Date, Purchaser hereby agrees to purchase and accept from Seller, as of the relevant Closing Date, the Equity Interest in the related Trust Estate (other than with respect to Reserved Rights).
Purchase of Equity Interests. To the extent that a Buyer Local Entity is to acquire the equity interests held by a Seller Local Entity in another entity (the entity whose equity interests are being acquired may be referred to herein as the “Acquired Equity”), by transfer thereof, merger or otherwise:
(A) Except for the Sri Lanka Bank Debt (as defined below) and the indebtedness in an approximate amount of $1.2 million of STS MIS (India) (“STS India”), contemporaneously with Closing, at the instruction of and on behalf of the Owners, the Purchaser shall transfer funds in an amount equal to the sum of the Local Entity Debt and any Prepayment Penalties incurred as a result of the payment of the Local Entity Debt at Closing, and cause the Acquired Entity to pay in full all Local Entity Debt and all Prepayment Penalties pursuant to payoff letters therefor, all in form and content satisfactory to Purchasers.
(B) The Purchase Price shall be reduced by the aggregate amount of all Local Entity Debt; provided, however, that with respect to Shore to Shore Private Ltd, a Sri Lanka private company (“Sri Lanka”), the Purchase Price will be reduced by only one-half (1/2) the Sri Lanka Bank Debt (as defined in Section 1.02(b)(i) below).
(C) Owners agree to transfer, or, as applicable, cause an Affiliate of an Owner, to transfer Inter-company Receivables from such Owner or Affiliate in a face amount equal to the aggregate Inter-company Payables of the Acquired Entities, either on the Closing Date or subsequent thereto but not later than thirty (30) days following the date on which the Closing Date Balance Sheet is provided to Owners’ Representative. The parties agree that the amount and the identity of the specific Inter-company Receivables is not determinable until the Closing Date Balance Sheet is completed by Purchaser; therefore, the parties will identify the accounts to be assigned and transfer such accounts within the timeframe described in this Section 1.01(b)(iii)(C).
Purchase of Equity Interests. (i) The Company shall, on the Option Closing Date, deliver any and all documentation required to effect the transfer of such Equity Interests to Option Holder, including, the deliveries set forth in Section 11(a)(i) hereof, free and clear of all liens, claims and encumbrances of any character (“Liens”), except for liens for taxes not yet due and payable or contested in good faith by appropriate proceedings, transfer restrictions under applicable securities Laws and Permitted Liens (as defined in the Purchase Agreement).
(ii) In connection with the Option Closing:
(A) Xxxxxxxx Broadcasting and the Company, as applicable, shall assign to the Option Holder all of their respective rights and benefits arising under the Excluded Contracts, and Option Holder shall assume all Liabilities of Xxxxxxxx Broadcasting and the Company, as applicable, under such Excluded Contracts;
(B) Each Grantor Party (other than the Company) shall assign to the Company all Liabilities of such Grantor Party with respect to the Excluded Liabilities set forth in Sections 2.4(b), 2.4(c), 2.4(d), 2.4(e), 2.4(g), 2.4(h), and 2.4(i) of the Purchase Agreement, and the Company shall assume and be responsible for all such Liabilities; and
(C) Xxxxxxxx Broadcasting and the Company, as applicable, shall contribute all cash or cash equivalents (including any marketable securities or certificates of deposit) to any Company Subsidiary mutually-agreed to by Option Holder and the Company.
Purchase of Equity Interests. 1 Section 2.1 The Purchase......................................................................................1 Section 2.2 Payment of the Consideration......................................................................2
Purchase of Equity Interests. In the case where the transactions described in Section 2.01 consist of the purchase of Equity Interests, the Principal Stockholder shall or shall cause the Direct Holder to sell, transfer and deliver or cause to be sold, transferred and delivered to Parent and/or one or more Designated Entities (as specified above), free and clear of any and all Liens (other than Liens permitted under the Supplemental Agreement), and Parent and one or more Designated Entities shall purchase the Equity Interests to be sold and shall assume the liabilities associated with such Equity Interests, including arising out of the ownership as a general and/or limited partner of the Equity Gerry Companies (such liabilities, together with the liabilxxxxx assumed pursuant to Section 2.04, the "Assumed Liabilities").
Purchase of Equity Interests. 100% of the equity interests of the Acquired Entity, in accordance with Section 2.4.
Purchase of Equity Interests. 2.1 The Purchase 2.2 Purchase Price
2.3 Purchase Price Distribution
2.4 Balance Sheet Items
2.5 Closing.
2.6 Exemption from Registration
2.7 Medical Malpractice Claims
2.8 Xxxxx X. Xxxxx
Purchase of Equity Interests. In accordance with and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer, all of the Equity Interests of Intermediate LLC free and clear of any Liens other than transfer restrictions under federal securities Laws for the consideration specified in this Article II.
Purchase of Equity Interests. Subject to the terms and conditions of this Agreement, Buyer will purchase from Sellers, and Sellers will sell, deliver and assign to Buyer, all of the Equity Interests for the consideration specified below.
