Sale and Purchase of Interests Sample Clauses
The 'Sale and Purchase of Interests' clause defines the terms under which one party agrees to sell, and another agrees to buy, ownership interests in a business or asset. It typically outlines what is being sold, the parties involved, and the timing or conditions of the transfer. This clause ensures that both parties are clear on the subject of the transaction and the obligations each must fulfill, thereby reducing the risk of disputes over what is being bought or sold.
Sale and Purchase of Interests. Subject to the other provisions of this Agreement, the Vendor shall sell and transfer the Interests to the Purchaser and the Purchaser shall purchase and take transfer of the Interests on the Closing Date.
Sale and Purchase of Interests. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall irrevocably purchase and accept from Seller, all right, title and interest of Seller in and to the Interests, free and clear of all Encumbrances (other than any restrictions on transfer imposed by federal, state or local securities Laws).
Sale and Purchase of Interests. (a) Subject to the terms and conditions set forth herein, each Seller hereby agrees to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to purchase, acquire, and accept, all of each Seller's Class B Preferred Membership Interests for an aggregate purchase price of $1,228,646,317.48 plus accrued and unpaid dividends thereon from and including April 1, 2004 through but excluding the Closing Date (as defined below) (the "Purchase Price"), with each Seller receiving the portion of the aggregate Purchase Price set forth on the attached Schedule A.
(b) Subject to the terms and conditions of this Agreement, the sale and purchase of the Class B Preferred Membership Interests contemplated by this Agreement shall take place at a closing (the "Closing") to be held at or directed from the offices of Thelen Reid & Priest LLP, at 10:00 ▇.▇., ▇▇▇▇▇rn Daylight Time on April 26, 2004 or at such other place and or at such other time or such other date as the Purchaser and Sellers shall mutually agree upon in writing (the date on which the Closing takes place being the "Closing Date").
(c) At the Closing, the Sellers shall deliver, or cause to be delivered, to the Purchaser, (i) the Class B Preferred Membership Interest Certificates evidencing the Sellers' Class B Preferred Membership Interests and (ii) the written resignation of the Class B Preferred Manager from the Company's Board of Managers as contemplated by Section 1.7(b) of this Agreement.
(d) At the Closing, the Purchaser shall deliver, or cause to be delivered, (i) to the Sellers, the Purchase Price by wire transfer in immediately available funds to an account designated in writing by the Sellers to the Purchaser not later than one business day prior to the Closing Date and (ii) to the Secretary of the Company, a duly executed Class B Joinder substantially in the form attached to the LLC Agreement.
Sale and Purchase of Interests. At the closing of the transaction contemplated by this Agreement (the “Closing”), the Seller shall sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the Interests, free and clear of all Encumbrances, on the terms and subject to the conditions set forth in this Agreement.
Sale and Purchase of Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Seller shall transfer, convey, assign and deliver, or cause to be transferred, conveyed, assigned and delivered, to Purchaser, and Purchaser shall, and Parent shall cause Purchaser to, purchase and acquire from Seller, the Interests, free and clear of all Encumbrances, other than Encumbrances under applicable securities Laws (the “Sale”).
Sale and Purchase of Interests. Subject to and upon the terms and conditions contained herein, at the Closing (as hereinafter defined), Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Interests.
Sale and Purchase of Interests. Upon the execution and delivery of this Agreement (the “Closing”), ▇▇▇▇▇▇▇ (i) shall and hereby does sell, transfer, assign, convey and deliver to the Company all of the Interests, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including, without limitation, any restriction on the right to vote, sell or otherwise dispose of any of the Interests (collectively, “Liens”), and (ii) shall deliver, or cause to be delivered, to the Company the following items:
(A) all instruments, if any, evidencing any of the Interests;
(B) an Assignment Separate From Certificate, in the form attached hereto as Exhibit A, duly executed in blank by ▇▇▇▇▇▇▇, together with any other documents that are necessary to transfer to the Company good and valid title to all Interests and any necessary transfer tax stamps affixed or accompanied by evidence that all transfer taxes have been paid;
(C) a Consent of Spouse, in the form attached hereto as Exhibit B, duly executed by his spouse; and
(D) an Agreement and Consent to Admit New Member, in the form attached hereto as Exhibit C, duly executed by ▇▇▇▇▇▇▇, Tribe Networks, Inc. (“Tribe Networks”) and Degrees LLC. At the Closing, the Company shall (i) purchase, acquire, assume and accept all of the Interests, free and clear of all Liens and (ii) pay ▇▇▇▇▇▇▇ an amount equal to $ $628,159.07 (the “Purchase Price”), which consists of (A) $350,000, which the parties agree is the amount of ▇▇▇▇▇▇▇’▇ capital contribution to Degrees LLC, (B) $50,000, which the parties agree is a good faith estimate of the amount of expenses incurred by ▇▇▇▇▇▇▇ in forming Degrees LLC, and (C) $228,159.07, which the parties agree is 10% interest, compounded annually, on the amounts in clauses (A) and (B) from the date of formation of Degrees LLC (i.e., September 22, 2003) through the date hereof.
Sale and Purchase of Interests. At Closing, subject to the terms and conditions contained herein, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, the Interests. Such sale of Interests shall be made on the Closing Date, but shall be effective as of the Effective Date.
Sale and Purchase of Interests. At the Closing, upon the terms and subject to the conditions of this Agreement, HC and HVSR shall sell to the GP Purchaser and the LP Purchaser, and the GP Purchaser and the LP Purchaser shall purchase from HC and HVSR, the GP Interest and the LP Interest, respectively. The aggregate purchase price for the Interests shall equal the difference between (as further adjusted pursuant to Section 2.03, the "Purchase Price"):
(a) $102,000,000; minus
(b) the sum of (i) the outstanding principal amount of any Substitute Capital Leases, and any accrued and unpaid interest thereon, calculated as of the close of business on the day immediately preceding the Closing Date and (ii) the Outstanding Indebtedness (other than the Gondola Financing and the Capital Leases).
Sale and Purchase of Interests. Subject to the terms and conditions of this Agreement, Buyer will purchase from Seller, and Seller will sell and deliver to Buyer, all of the Interests for the consideration specified below.