SALE AND PURCHASE OF PURCHASED INTERESTS. CONTRIBUTION OF CONTRIBUTED INTEREST;
SALE AND PURCHASE OF PURCHASED INTERESTS. ASSUMPTION OF LIABILITIES; ADDITIONAL PURCHASE CONSIDERATION 2.1 Agreement to Sell and Buy..................................13 2.2
SALE AND PURCHASE OF PURCHASED INTERESTS. At the Closing, Sellers hereby sell, assign, transfer and deliver to Purchaser, and Purchaser hereby purchases and accepts delivery from Sellers of, all of the Purchased Interests, which Purchased Interests constitute all of the outstanding equity securities (and rights to acquire equity securities) of the Company, free and clear of all Liens (other than those imposed by federal and state securities Laws).
SALE AND PURCHASE OF PURCHASED INTERESTS. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall, or shall cause its Affiliates to, sell, transfer, assign, convey and deliver, to Buyer, and Buyer shall purchase from Seller (directly or indirectly), the Purchased Interests, which shall represent indirect ownership of the Buyer Ownership Percentage of the Company Interests, free and clear of all Liens other than Liens imposed by Buyer or restrictions on transfer under applicable securities Laws, the JV LLC Agreement, the Newco LLC Agreement or the JV Letter Agreement.
SALE AND PURCHASE OF PURCHASED INTERESTS. PURCHASE PRICE 2.1 Sale and Purchase of Purchased Interests..........................................................14 2.2 Purchase Price for Purchased Interests............................................................14 2.3
SALE AND PURCHASE OF PURCHASED INTERESTS. AND CLOSING 6 Section 2.1 The Sale 6 Section 2.2 Purchase Price 7 Section 2.3 Closing 7 Section 2.4 Allocation of Payment for Tax Purposes 7 Section 2.5 Characterization of the Transaction for Tax Purposes 7 Section 2.6 Section 754 Election and Related Tax Filings 7
SALE AND PURCHASE OF PURCHASED INTERESTS. 2
1.1 Agreement to Sell and Purchase; Excluded Assets; Assumed Liabilities; Non-assignable Asset 2 1.2 Purchase Price 4 1.3 Adjustments to Closing Date Cash Purchase Price 5
1.4 Withholding 9
1.5 No Liability for Direct Payments; Holdback by Sellers’ Representative 9 1.6 Purchase Price Allocation 10
SALE AND PURCHASE OF PURCHASED INTERESTS. Upon the terms and subject to the conditions of this Agreement and as contemplated in Section 6.11 of the Stock Purchase Agreement, at the Closing under the Stock Purchase Agreement (the “Closing”), but effective no later than the Effective Time, Oread Capital shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to NPCI, the Purchased Interests, free and clear of all Encumbrances (except for restrictions under applicable securities laws), and NPCI shall purchase the Purchased Interests. NPCI, as a Member of Hawk-Eye, and Oread Capital, as a Member and Manager of Hawk-Eye, hereby consent to and approve such sale and purchase of the Purchased Interests.
SALE AND PURCHASE OF PURCHASED INTERESTS. PURCHASE PRICE 14 2.1 Sale and Purchase of Purchased Interests; Contribution of Contributed Interests 14 2.2 Purchase Price for Purchased Interests 14 2.3 Adjustments to Purchase Price 15 2.4 Payment at Closing 17 2.5 Post-Closing Purchase Price Adjustments 18
SALE AND PURCHASE OF PURCHASED INTERESTS. Contribution of Contributed Interests; CC VIII
