Common use of Sale and Purchase of Interests Clause in Contracts

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 X.X., Xxxxxrn 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. (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 Txxxxx Xxxx & Priest LLP, at 10:00 X.X.A.M., Xxxxxrn Eastern 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. (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 Xxxxxx Xxxx & Priest LLP, at 10:00 X.X.A.M., Xxxxxrn Eastern 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. (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 $1,228,646,317.48 614,323,158.74 plus accrued and unpaid dividends thereon from and including April 1, 2004 through but excluding the Closing Date (as defined below); provided that, if the Closing (as defined below) occurs after 12 P.M., Eastern Daylight Time, on the Closing Date, the payment in respect of accrued and unpaid dividends shall be through and including the Closing Date (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 Xxxxxx Xxxx & Priest LLP, at 10:00 X.X.A.M., Xxxxxrn Eastern 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 AgreementInterests. (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 Date, (ii) to the Secretary of the Company, a duly executed Class B Joinder substantially in the form attached to the LLC AgreementAgreement and (iii) to the Sellers, reasonably satisfactory evidence of compliance with Sections 1.5 and 1.6 hereof.