Common use of Sale and Assignment Clause in Contracts

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the Xxxxxxx Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases pur chases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 71,925,427 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the Xxxxxxx Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the ofthe Initial Member’s 's right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 of$3,664,747.00 (the “"Transferred LLC Interest Sale Price”"). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “"Purchase Price Payment”") equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the Xxxxxxx Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 52,120,888.26 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the Xxxxxxx Money Deposit and Deposit, (B) the Initial Member WCR Account Deposit, and (C) the Initial Member Development Funding Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, (A) an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (B) an amount equal to the Initial Member Development Funding Account Deposit to the Paying Agent for credit to the Initial Member Development Funding Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.

Sale and Assignment. Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $171,533,385 90,506,571 (the “Transferred LLC Interest Sale Price”). On the date hereof, in satisfaction of its obligation to pay the Transferred LLC Interest Sale Price, the Private Owner shall (i) remit to the Initial Member, by wire transfer of immediately available funds, to such account as the Initial Member may direct in writing, an amount (the “Purchase Price Payment”) equal to the positive difference (if any) between (x) the Transferred LLC Interest Sale Price and (y) the sum of (A) the Xxxxxxx Money Deposit and (B) the Initial Member WCR Account Deposit, and (ii) (x) remit, on behalf of the Initial Member, by wire transfer of immediately available funds, an amount equal to the Initial Member WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account, and (y) remit, on its own behalf, by wire transfer of immediately available funds, an amount equal to the Private Owner WCR Account Deposit to the Paying Agent for credit to the Working Capital Reserve Account.