Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.
Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, acquire interests in the Members.
Purchase of Interests. Upon the Operating Partnership's exercise of the Option, the Grantor shall, in accordance with Section 2.2 hereof, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall accept as a contribution to its capital from the Grantor, all right, title and interest in and to the Interests, free and clear of all Encumbrances (as defined in Section 3.1(a)), in exchange for the Acquisition Consideration.
Purchase of Interests. (a) As Distributor, you shall have the right, subject to the terms of this Agreement, to accept or reject orders for the purchase of Interests at your discretion. Any consideration that you may receive in connection with a rejected purchase order must be returned promptly.
(b) You agree promptly to issue, or to cause the duly appointed investor servicing agent of the Fund to issue as your agent, confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The full subscription amounts payable in connection with each order for the purchase of Interests by an investor shall be transmitted by you or by the selling dealer to the Fund's escrow agent, including applicable sales charges, within the periods specified in the Prospectus.
Purchase of Interests. (a) Subject to the terms and conditions of this Purchase Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise upon the terms and conditions set forth herein (the “Purchase”) at the Closing. The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement.
(b) As “Consideration” for the purchase and sale of the Securities, the Purchaser hereby irrevocably agrees to:
(i) contribute, transfer and assign to the Company all of Purchaser’s assets (the “Assets”) at the Closing, including but not limited to:
(1) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Advisors LLC (“LevelX Advisors”) with full title guarantee as of the date hereof; and
(2) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of any other entity owned by Purchaser (“Other Subsidiary”), with full title guarantee as of the date hereof; and
(3) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights; provided, however, that the Assets (as defined in this Purchase Agreement) shall exclude the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Capital LLC, including LevelX Capital LLC’s BD Net-Capital Account; and
(ii) loan up to $1,500,000 aggregate principal amount to the Company from time to time for working capital purposes, as evidenced by that certain Promissory Note, substantially in the form attached hereto as Exhibit A (the “Promissory Note”).
(c) The Company hereby irrevocably agrees to accept the Assets at the Closing and, pursuant to and in accordance with the terms and conditions of this Purchase Agreement, hereby irrevocably agrees to assume at the Closing and to pay, perform and discharge when due all liabilities and obligations with respect to or otherwise related to the Assets, but excluding all liabilities that are not either (i) conveyed by the transfer of the equity of a subsidiary or (ii) ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto (the “Liabilities”).
Purchase of Interests. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Interests at your discretion. Any consideration that you may receive in connection with a rejected purchase order must be returned promptly.
(b) You agree promptly to issue, or to cause the duly appointed investor servicing agent of the Fund to issue as your agent, confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The full subscription amounts payable in connection with each order for the purchase of Interests by an investor shall be transmitted by you or by the selling dealer to the Fund's escrow agent, including applicable sales charges, within the periods specified in the Current Prospectus and/or SAI.
Purchase of Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing referred to in Section 2.1, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, the Purchased Interests, free and clear of any and all Liens.
Purchase of Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, convey, assign and transfer to Buyer all of the issued and outstanding equity interests of the Purchased Entities (the “Interests”), and Buyer 7 shall purchase all of the right, title and interest in and to such Interests, in each case, free and clear of all Liens.
Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in KMPFF.
Purchase of Interests. On the terms and subject to the conditions set forth in this Agreement, (a) at the RFS Closing, Seller shall sell, assign and transfer to Purchaser, and Purchaser shall purchase from Seller, and take assignment and delivery of, all right, title and interest in and to the RFS Interests in exchange for the RFS Purchase Price, as defined and set forth in Section 2.2, and (b) at the RFCIL Closing, Seller shall sell, assign and transfer to Purchaser, and Purchaser shall purchase from Seller, and take assignment and delivery of, all right, title and interest in and to the RFCIL Interests in exchange for the RFCIL Purchase Price, as defined and set forth in Section 2.2.
