Purchase-Sale. In consideration of the mutual covenants herein contained, the Purchaser hereby agrees to purchase from the Seller and the Seller hereby agrees to sell to the Purchaser, each of the Properties of Seller for the respective Allocable Purchase Prices relating thereto, subject to and in accordance with the terms and conditions of this Agreement.
Purchase-Sale. 3 2.2 Diligence Inspections....................................................................................3 2.3
Purchase-Sale. Upon and subject to the terms and conditions set forth in this Agreement, Seller agrees to sell and Purchaser agrees to purchase all of the following that is hereinafter collectively referred to as the "Project":
1 7 (a) The Real Property;
Purchase-Sale. EXPLANATION: This section of the purchase agreement will focus largely on purchase price and purchase price adjustments. If the transaction includes an earnout, or escrow agreement, such concepts will likely be included here as well. This section will also cover the closing mechanics of the transaction and describe what items the parties must deliver at the closing.
Purchase-Sale. In consideration of the mutual covenants herein contained, the Purchaser hereby agrees to purchase from Seller and Seller hereby agrees to sell to the Purchaser, all of Seller’s right, title and interest in and to the Property for One Hundred Eighteen Million Dollars ($118,000,000.00) (the “Purchase Price”), plus or minus prorations and other adjustments hereunder, to be payable in immediately available funds at the Closing (hereinafter defined) as hereinafter provided. To the extent applicable, Purchaser and Seller shall reasonably allocate the Purchase Price among the Real Property, the FF&E and the Assets (exclusive of the FF&E) prior to the expiration of the Due Diligence Period. Allocations made pursuant to this Section shall be used by Purchaser and Seller for all tax and other government reporting purposes. Purchaser expressly acknowledges and agrees that $4,061,000 of the Purchase Price shall be allocable to the FF&E.
Purchase-Sale. Bank Sponsor hereby sells to Buyer, and Buyer hereby buys from Bank Sponsor, on and subject to the terms, covenants, and conditions set forth in this Agreement, 500 DSAY Credits.
Purchase-Sale. Effective as of November 22, 2005, the sellers (the "Sellers") listed on Schedule 1 hereto collectively own all of the outstanding shares (the "Shares") of Common Stock, and each of the Sellers agrees to sell, transfer, convey, assign and deliver to E. Miles Prentice III (the "Purchaser"), and the Purchaser agrees to purchase from each of the Sellers, the proportionate amount of the right, title and interest of each Seller in and to the Shares as set forth in Schedule 2, free and clear of all liens subject to certain restrictions (including restrictions on the right to vote, transfer or otherwise dispose of such Shares).
Purchase-Sale. Purchaser hereby agrees to purchase from Seller and Seller hereby agrees to sell to Purchaser, the Hotel for the Purchase Price, subject to and in accordance with the terms and conditions of this Agreement.
Purchase-Sale a) As of the Closing, each Seller, individually and collectively, hereby irrevocably assigns, transfers, sells, conveys and delivers, or causes to assign, transfer, sell, convey and deliver, to Buyer, and Buyer hereby accepts the assignment, transfer, purchase, conveyance, and delivery of, all of such Sellers’ right, title and interest in and to the Transferred IP worldwide, including all rights to xxx and recover at law or in equity for any past, present and future infringement, misappropriation, dilution, violation or other impairment of the Transferred IP throughout the world in the name of Buyer or its designee.
b) Each Seller (as applicable) shall use commercially reasonable efforts to identify and delete or destroy all copies of source or object codes and related documentation included in the Transferred IP and in its possession and Control within thirty (30) days of the Closing (“Phase Out”). If additional time is required to complete the Phase Out, Buyer shall agree to a reasonable extension. Upon Buyer’s request, Popular will have a duly authorized representative who shall certify in writing that each Seller has completed the Phase Out. Notwithstanding anything contained herein to the contrary, no Seller shall have any obligation to delete or destroy any object code or documentation that could adversely impact its information technology systems or continuity of business or services.
Purchase-Sale. Seller does hereby sell to Purchaser and Purchaser does hereby purchase from Seller the Property, subject to the terms and conditions in this Agreement, together with the following:
A. All buildings and improvements on the Property;
B. Any and all rights and appurtenances pertaining to the Property, including any right, title & interest of Seller in and to adjacent easements, streets, roads, alleys and rights-of-way;
C. Any and all rights, remedies and warranties in favor of Seller; and
D. Such other rights, interests and properties as may be specified in this Agreement. In referring to the Property hereafter, that reference shall include a collective reference to all of the foregoing. The “Preliminary Purchase Price” for the Property will be the sum of three million ($3,000,000) Dollars.
