Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller the Interests.
2.2 The obligations of the Parties to complete the sale and purchase of the Interests under this Agreement are conditional on fulfilment or waiver, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”):
2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to (i) the transfer by the Seller to the Purchaser of the Interests; and (ii) the transfer of operatorship to the Purchaser or one of its Affiliates under the Operated Assets XXXx and UOA, being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Seller and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary); and
2.2.2 the Secretary’s consent (and any necessary Norwegian governmental consent) to the assignment of the Licences and the transfer of operatorship to the Purchaser or one of its Affiliates in respect of the Operated Assets being obtained in form and substance reasonably acceptable to the Seller and the Purchaser; and
2.2.3 such other actions as the Purchaser, acting reasonably, may require to transfer the Interests to it.
2.3 The Parties shall each use all reasonable endeavours to obtain fulfilment of the Conditions Precedent as soon as practicable and in any event by 30 November 2006 (or such later date as the Seller and the Purchaser may agree in writing) (the “Backstop Date”). If the Conditions Precedent are not satisfied or waived on or before the Backstop Date then this Agreement shall automatically terminate without liability to either the Seller or the Purchaser in respect of any such termination, save in respect of any prior breach of this Agreement.
2.4 Waiver of any of the Conditions Precedent set out in Clause 2.2 shall require the mutual written consent of the Seller and the Purchaser.
2.5 Neither the Purchaser nor the Seller shall be obliged to complete the purchase of any of the assets comprising the Interests unless the sale of all of the assets comprising the Interests are completed simultaneously.
Sale and Purchase of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, (a) the Sellers shall each sell, convey, assign and transfer his Interests to Purchaser, free and clear of all Encumbrances, (b) the Purchaser shall purchase and accept the Interests from the Sellers, (c) the Sellers shall each withdraw as a Member of the Company, and (d) the Purchaser shall be admitted as the sole Member of the Company with respect to the Interests. All Interests together shall be purchased by the Purchaser and under no circumstances shall only part of the Interests be purchased by the Purchaser.
Sale and Purchase of the Interests. 2.1 2.1.1 Subject to the terms of this Agreement the Seller as legal and beneficial owner hereby agrees to sell and transfer the Interests to the Purchaser free from all Encumbrances save for the Limited Overriding Royalty Interest pursuant to and as defined in the Joint Operating Agreement for the Consideration and the Purchaser hereby agrees to purchase and acquire the Interests from the Seller.
Sale and Purchase of the Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall (i) sell, transfer, convey and deliver to Purchaser, and Purchaser shall acquire, accept, purchase and receive from Sellers, the Interests and (ii) assign, contribute, transfer and convey to Purchaser all of the Seller TRA Entities’ rights, titles and interests in and to the Tax Receivable Agreement pursuant to an assignment and assumption agreement (the “Assignment and Assumption Agreement”), for an aggregate purchase price of $79,349,295.68 (the “Purchase Price”).
Sale and Purchase of the Interests. Upon and subject to the terms and provisions of this Agreement, the Buyer shall purchase and accept delivery from the Seller, and the Seller shall sell, assign, transfer, and deliver to the Buyer, at the Closing, all of the Interests, free and clear of all Liens.
Sale and Purchase of the Interests. At Closing, Company shall purchase from Sellers, and Sellers shall sell and transfer to Company, the Interests, free and clear of all Liens. As consideration for Sellers’ Interests, Company shall pay Sellers a sum of $3,400,000 (the “Purchase Price”). The Purchase Price shall consist of $600,000 cash due at Closing and a $2,800,000 promissory note (the “Note”) delivered to Sellers at Closing, a copy of which Note is attached hereto as Exhibit A.
Sale and Purchase of the Interests. Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing: (a) each Member shall sell, convey, assign and transfer to the Purchaser the Purchased Interests, free and clear of all Liens, (b) the Purchaser shall purchase and acquire such Purchased Interests and shall pay and deliver the Total Purchase Price for such Purchased Interests and (c) the Parties shall take the other actions required of them as described in this Agreement.
Sale and Purchase of the Interests. 2.1 AGREEMENT TO SELL AND BUY.............................................2 2.2
Sale and Purchase of the Interests. 1.1 SEG shall sell and ZNG Ltd shall purchase the Interests on the terms of this Agreement.
1.2 SEG shall sell the Interests with full title guarantee and, other than the Existing Security (as such term is defined in the JV Agreement), free from any interest or equity of any person (including, without limitation, any right to acquire, option, right of pre-emption or right of conversion) or any mortgage, charge, pledge, lien, assignment, claims, prohibition or any other encumbrance, priority or security interest or arrangement of whatever nature over or in the Interests.
Sale and Purchase of the Interests. 1.1 Sale of the Membership Interests. Subject to the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, Sellers hereby sell, assign, transfer and deliver the Membership Interests to Purchaser, and Purchaser purchases the Membership Interests from the Sellers (the "Transaction").
