SALE AND PURCHASE Sale and Purchase Sample Clauses

SALE AND PURCHASE Sale and Purchase. 3.1 Subject to Clause 4.1, the Vendor shall sell or procure to be sold and the Purchaser shall purchase the Business and the Assets as a going concern as at and with effect from the Completion Date.
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SALE AND PURCHASE Sale and Purchase. 3.1 The Seller is the legal owner of and shall sell or procure to be sold and the Buyer shall purchase the KPHL Shares on the basis that they are sold at Completion free from any claim, option, charge, lien, equity, encumbrance, rights of pre-emption or any other third party rights (collectively, “Encumbrances”) and together with all rights attached to them at the date of this Agreement or subsequently becoming attached to them.
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SALE AND PURCHASE Sale and Purchase. 2.1 The Seller agrees to sell its right, title and interest in the Sale Shares to the Buyer and the Buyer agrees to buy the Seller’s right, title and interest in the Sale Shares on the terms of this Agreement. Title, property and risk 2.2 Prior to Completion, the title to, property in and risk of the Sale Shares remains solely with the Seller. 2.3 On and from Completion, the legal and beneficial title to, property in and risk of the Sale Shares (including all rights which were attached to or had accrued on the Sale Shares on Completion, including the right to receive any dividend not yet paid at Completion) pass to the Buyer. All of the Sale Shares 2.4 The Buyer does not need to complete the sale and purchase of the Sale Shares unless the sale and purchase of all of the Sale Shares completes simultaneously in accordance with this Agreement. Free from all Security Interests 2.5 The Seller must sell the Sale Shares and the Sale Shares must be transferred to the Buyer, free from all Security Interests and with all rights attached or accruing to them on and from Completion. Waiver of pre-emption rights 2.6 The Seller waives, and before Completion must obtain the waiver from all other relevant persons of, all restrictions on transfer (including pre-emption and/or other similar rights) that might exist in respect of the Sale Shares (whether under the constitution or otherwise). Agreement to sell and purchase on ‘as is where is’ basis 2.7 The parties intend the sale and purchase of the Sale Shares under this Agreement to be strictly on an ‘as is where is’ basis, which includes: (a) except as expressly set out in this Agreement, the Seller and the External Administrators making no representations, warranties or other assurances of any kind about the Sale Shares, the Business, the Target Company, the Transferring Subsidiary or the assets, liabilities, prospects or performance of the Target Company or the Transferring Subsidiary; and (b) the Buyer accepting the Sale Shares, the Business, the Target Company, the Transferring Subsidiary, and the assets, liabilities, prospects and performance of the Target Company and the Transferring Subsidiary in whichever state they exist at Completion. 3. Consideration 3.1 The total aggregate consideration for the purchase by the Buyer of the Sale Shares is: (a) the Completion Amount;
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Related to SALE AND PURCHASE Sale and Purchase

  • Sale and Purchase Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 10 hereof, in each case at the applicable U.S. or Canadian purchase price per Share set forth in Schedule B hereto. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effectiveness of this Agreement as in your judgment is advisable, and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectuses. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectuses, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Managing Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof.

  • Agreement to Sell and Purchase Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.

  • Purchase Closing Section 2.1 Purchase 5 Section 2.2 Closing 5 Section 2.3 Closing Conditions 6

  • Agreement to Purchase and Sell On the terms and subject to the conditions set forth in this Agreement, each Originator, severally and for itself, agrees to sell to the Buyer, and the Buyer agrees to purchase from such Originator, from time to time on or after the Closing Date, but before the Purchase and Sale Termination Date (as defined in Section 1.4), all of such Originator’s right, title and interest in and to:

  • Agreement of Purchase and Sale Subject to the terms and conditions hereinafter set forth, Seller agrees to sell and convey and Purchaser agrees to purchase the following:

  • Redemption and Purchase (a) Redemption at maturity Unless previously redeemed or purchased and cancelled as specified below, each Note (including each Index Linked Redemption Note and Dual Currency Redemption Note) will be redeemed by the Issuer at its Final Redemption Amount specified in, or determined in the manner specified in, the applicable Pricing Supplement in the relevant Specified Currency on the Maturity Date.

  • THE PURCHASER AND PAYMENT OF PURCHASE PRICE 8.1 Immediately after the fall of the hammer and upon being declared the successful purchaser of the Property, the Purchaser shall execute the memorandum attached hereto (`the Memorandum’).

  • The Closing The sale and purchase of the Receivables shall take place at a closing at the offices of Mxxxx Xxxxx LLP, 70 Xxxxx Xxxxxx Xxxxx, Chicago, Illinois 60606, on the Closing Date, simultaneously with the closing under (a) the Sale and Servicing Agreement, (b) the Indenture and (c) the Trust Agreement.

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