Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.

Sale and Purchase. On At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchasepurchase and receive from Seller, acquire and accept from Sellers, all of at the Sellers’ right, title and interest in, to and under the Subject AssetsClosing, free and clear of Liens except for Permitted Exceptionsall Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. On At the terms Closing, and subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, conveydeliver, assign and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject AssetsPurchased Interests, free and clear of Liens except for Permitted Exceptionsany and all Encumbrances.

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in of this Agreement, each of the Sellers hereby sells and undertakes to transfer and assign at Closing to the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and the Buyer shall (or shall cause its designated Affiliate to) purchase, acquire hereby purchases and undertakes to accept the transfer and assignment at Closing from the Sellers, of all of the Sellers’ right, title and interest in, to and under Shares held by the Subject Assets, respective Seller free and clear of Liens except for Permitted Exceptionsfrom any encumbrances. The Shares are sold and will at Closing be transferred together with all ancillary rights including the right to profits which have not yet been distributed.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date (as defined below), Sellers shall sell, assign, transfer, convey, assign convey and deliver (or, where relevant, shall procure the same) to Buyer, Buyer (or its designated Affiliates) free and clear of all Encumbrances (other than Permitted Encumbrances) and Buyer shall (or shall cause its designated Affiliate toAffiliates) shall purchase, acquire and accept from Sellersaccept, all of the Sellers’ right, title and interest of Sellers in, to and under the Subject Purchased Assets, free and clear of Liens except for Permitted Exceptions.

Sale and Purchase. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date (as defined below), Sellers the Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from the Seller, the Restricted Shares and any and all rights and benefits incident to the ownership thereof (or shall cause its designated Affiliate to) purchaseincluding, acquire and accept from Sellerswithout limitation, all of any registration rights pertaining to the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsRestricted Shares).

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at and effective as of the Closing, Sellers Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, Seller all of the Sellers’ Seller’s right, title and interest in, to and under all of the Subject Transferred Assets, free . The sale and clear purchase of Liens except for Permitted Exceptionsthe Transferred Assets hereunder is referred to herein as the “Acquisition”.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at and in reliance on the Closingrespective representations and warranties of the Parties, Sellers shall Seller agrees to sell, transfer, convey, assign assign, transfer and deliver the Assets to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except all Encumbrances, and Buyer agrees to purchase and accept delivery of the Assets from Seller, free and clear of all Encumbrances, on the Closing Date at the time and place of Closing for Permitted Exceptionsthe consideration and in accordance with the provisions of this Agreement.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (as defined below), Sellers Seller shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsPurchaser, free and clear of Liens except all Encumbrances (defined below), and Purchaser shall purchase and acquire from Seller, the Givolon Shares, for Permitted Exceptionsthe Purchase Price specified in Section 1.2.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingPurchaser shall purchase, Sellers accept, and acquire from Seller, and Seller shall sell, transfer, assign, convey, assign and deliver to BuyerPurchaser, at the Closing (as defined in Section 7(a)), all right, title, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire interest in and accept from Sellers, all to the following assets of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.Seller:

Sale and Purchase. On At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept receive from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSeller, free and clear of Liens except for Permitted Exceptionsall Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. On At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept receive from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSeller , free and clear of Liens except for Permitted Exceptionsall Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall the Seller will sell, transfer, convey, assign and deliver transfer to BuyerPurchaser, and Buyer shall (or shall cause its designated Affiliate to) purchasePurchaser will purchase and acquire from the Seller, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsInterests, free and clear of all Liens except for Permitted Exceptions(other than restrictions on transfer pursuant to applicable securities Laws).

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Sellers the Seller shall sell, assign, transfer, convey, assign convey and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire acquire, accept and accept receive from Sellersthe Seller, all of the Sellers’ Seller’s right, title and interest in, under and to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsTransferred Interests.

Sale and Purchase. On At the terms Closing, and subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, conveydeliver, assign and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsInterests.

Sale and Purchase. On Subject to the terms and subject to conditions of this Agreement and in exchange for the conditions set forth consideration described in this AgreementSection 2.2, at the Closing, Sellers Seller shall sell, transferassign, convey, assign transfer and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, purchase and acquire and accept from SellersSeller, all of the Sellers’ Seller’s right, title and interest in, in and to and under the Subject AssetsClass B Shares, free and clear of Liens except for all Encumbrances, other than Permitted ExceptionsEncumbrances.

Sale and Purchase. On At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, convey, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept receive from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSeller, free and clear of Liens except for Permitted Exceptionsall Encumbrances including franchisor obligations (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign transfer and deliver all the issued and outstanding Shares to BuyerPurchaser, free and clear of any Liens other than those arising from any acts of Purchaser or its Affiliates, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept all the issued and outstanding Shares from Sellers, all of Seller (the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions“Purchase”).

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as hereinafter defined), Sellers the Seller shall sell, transfer, convey, assign assign, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall (or shall cause its designated Affiliate to) purchasepurchase and acquire from the Seller, acquire good, valid and accept from Sellers, all marketable title to 100% of the Sellers’ rightoutstanding limited liability company interests or capital stock, title and interest inas the case may be, to and under of the Subject Assets, free and clear of Liens except for Permitted ExceptionsCompanies (the "Interests").

Sale and Purchase. On 1.1 The Seller shall sell, and the Purchaser shall purchase, subject to the terms and subject to the conditions set forth in of this Agreement, the Closing Sale Shares at Closing with all rights then attaching to them, including the Closingright to receive all distributions and dividends declared, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (paid or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all made in respect of the Sellers’ right, title Closing Sale Shares on and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptionsafter Closing.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Buyer shall purchase from each Seller, and each Seller shall sell, transfer, conveyassign, assign convey and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assetssuch Seller’s Shares, free and clear of any Liens except for Permitted Exceptionsor similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Shares, other than restrictions under applicable securities laws.

Sale and Purchase. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign assign, deliver and deliver transfer to BuyerPurchaser, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept Purchaser agrees to purchase from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSeller, free and clear of Liens except all Encumbrances, all of the assets of Seller, tangible or intangible, wherever located, which relate to, or are used in or useful for Permitted Exceptions.the conduct of the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation, the following:

Sale and Purchase. On At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, deliver and convey, assign or cause to be sold, assigned, transferred, delivered and deliver conveyed, to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchasepurchase and accept, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsPurchased Interests.

Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign and deliver sell to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptionsany Liens, and Buyer shall purchase from Seller, the Shares.

Sale and Purchase. On At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject AssetsPurchased Interests, free and clear of Liens any and all Encumbrances except (a) for Permitted Exceptionsrestrictions on transfer that may be imposed by federal or state securities Laws or (b) for Encumbrances that arise out of any actions taken by or on behalf of Buyer or its Affiliates.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, convey, assign convey and deliver at the Closing to Buyerthe Purchaser, and Buyer the Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, in and to the Business and under the Subject Assets, free and clear of Liens except for Permitted Exceptionsany claim, lien or encumbrance of every kind and nature.

Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ ' right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in of this ------------------- Agreement, at the ClosingClosing (later defined), Sellers shall the Seller will sell, transfer, convey, assign and deliver transfer to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of Purchaser the Sellers’ right, title and interest in, to and under the Subject AssetsPurchased Shares, free and clear of Liens except for Permitted Exceptionsall charges, interests, liens, security interests, restrictions or encumbrances of any kind, and Purchaser will purchase the Purchased Shares from the Seller.

Sale and Purchase. On At the terms Closing, and subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, conveydeliver, assign and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsLLC Interests.

Sale and Purchase. On (a) Subject to the terms and subject to the conditions set forth specified in this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign transfer and deliver the Sale Participation Interests to BuyerPurchaser, with full title and guarantee free from all Liens, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptionssuch Sale Participation Interests.

Sale and Purchase. On At the terms Closing, and subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, conveydeliver, assign and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsPurchased Shares.

Sale and Purchase. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers the Seller shall sell, transfer, convey, assign and deliver sell to the Buyer, and the Buyer shall (or shall cause its designated Affiliate to) purchasepurchase from the Seller, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSale Shares, free and clear of all Liens except for Permitted Exceptions(other than (a) Liens under the Parent Loan and (b) transfer restrictions under any applicable securities laws and the articles of association of the Company).

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept purchase from SellersSeller, all of the Sellers’ Seller's right, title and interest inin the assets, to properties, goodwill and under rights of Seller primarily used in the Subject Business, other than the Excluded Assets (collectively, the "Purchased Assets"), free and clear of Liens except for Permitted Exceptions.including the following:

Sale and Purchase. On the terms and subject to the terms and conditions set forth in this Agreement, at the Closing, Buyer shall purchase from the Sellers, and the Sellers shall sell, transfer, conveyassign, assign convey and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, in and to and under the Subject AssetsShares, free and clear of all Liens except for Permitted Exceptionsother than restrictions on transfer imposed under applicable securities laws (the “Stock Sale”). As a result of the Stock Sale and the other transactions contemplated hereby, at the Closing, Buyer will own all of the Shares and the Company will be a wholly owned subsidiary of Buyer.

Sale and Purchase. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign assign, deliver and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept purchase from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSeller, free and clear of Liens except all Encumbrances, all of the assets of Seller, tangible or intangible, wherever located, which relate to, or are used in or useful for Permitted Exceptions.the conduct of the Business, other than the Excluded Assets (collectively, the “Purchased Assets”), including without limitation, the following:

Sale and Purchase. On Subject to and upon the terms and subject to the conditions set forth contained in this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, purchase and acquire and accept from the Sellers, all of good and marketable title to the Sellers’ right, title and interest in, to and under Membership Interests at the Subject AssetsClosing, free and clear of Liens except for Permitted Exceptionsall Encumbrances.

Sale and Purchase. On At the Closing, on the terms and subject to the conditions set forth contained in this Agreement, the Seller shall sell and the Purchaser shall purchase any and all rights and interests the Seller has in the Transferred Assets at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsPurchase Price.

Sale and Purchase. On At the terms Closing, and subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsPurchased Shares.

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall Seller will sell, convey, transfer, convey, assign and deliver to BuyerBuyer at Closing (as defined herein), and Buyer shall (or shall cause its designated Affiliate to) purchasewill purchase from Seller at Closing, acquire and accept from Sellersfor the purchase price as provided herein, all tangible and intangible assets of Seller utilized in its Business, including but not limited to, the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.following:

Sale and Purchase. On the terms and 2.1 At Closing, subject to the conditions set forth in terms of this Agreement, at the Closing, Sellers Vendor shall sell, transfer, convey, assign and deliver sell to the Buyer, and the Buyer shall purchase from the Vendor, the Capital Contribution Portion (the “Sale Shares”) together with all rights attaching or shall cause its designated Affiliate to) purchase, acquire accruing to them at and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsClosing.

Sale and Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from the Sellers, and the Sellers shall sell, transfer, conveyassign, assign convey and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellersthe Purchaser, all of the Sellers’ right, title and interest in, in and to and under the Subject AssetsAcquired Assets (except for the Excluded Assets set forth in Exhibit [A]), free and clear of Liens except for Permitted Exceptions.all Liens, including without limitation to:

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Purchaser shall purchase and accept from each of the Sellers, and each of the Sellers shall sell, transfer, conveyassign, assign convey and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from SellersPurchaser, all of such Seller’s Purchased Equity and PMA shall sell, transfer, assign, convey and deliver the Sellers’ rightBusiness Data to Purchaser, title and interest in, to and under the Subject Assetsin each case, free and clear of Liens except all Liens, for Permitted Exceptionsthe consideration specified below.

Sale and Purchase. On the Closing Date, in reliance upon the representations, warranties and agreements of the parties, Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall buy from Sellers, free and clear of all Encumbrances (except as permitted under this Agreement), the Purchased Assets, comprising the following assets and properties, all upon the price and payment terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.:

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers the Seller shall sell, transfer, convey, assign transfer and deliver all of the Company Shares to Buyerthe Purchaser, free and clear of any Liens, and Buyer the Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under Company Shares from the Subject Assets, free and clear of Liens except for Permitted ExceptionsSeller (the “Purchase”).

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall Seller will sell, convey, transfer, convey, assign and deliver to BuyerBuyer at Closing (as defined herein), and Buyer shall (or shall cause its designated Affiliate to) purchasewill purchase from Seller at Closing, acquire and accept from Sellersfor the purchase price provided herein, all certain of Seller's assets utilized in the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.Business as follows:

Sale and Purchase. On Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign transfer and deliver all the issued and outstanding Interests to BuyerPurchaser, free and Buyer clear of any Liens and Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept all the issued and outstanding Interests from Sellers, all of Seller (the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions“Purchase”).

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Closing Seller shall sell, assign, transfer, convey, assign convey and deliver to BuyerPurchaser or an Affiliate of Purchaser (as designated by Purchaser), and Buyer Purchaser or such Affiliate of Purchaser shall (or shall cause its designated Affiliate to) purchaseaccept, acquire and accept from Sellers, all take assignment and delivery of the Sellers’ right, title and interest in, to and under following property (collectively the Subject Assets, free and clear of Liens except for Permitted Exceptions."Property"):

Sale and Purchase. On 2.1.1 At the Closing, upon the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Sellers Seller shall sell, transfer, convey, assign sell and deliver transfer to Buyer, the Buyer and the Buyer shall (or shall cause its designated Affiliate to) purchase, purchase and acquire and accept from Sellersthe Seller, all of the Sellers’ right, title and interest in, to and under the Subject AssetsQuotas, free and clear of Liens except for Permitted Exceptionsany Encumbrance, together with all rights and obligations attached or accruing to them.

Sale and Purchase. On At the Closing, and upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers Seller shall sell, transferassign, convey, assign transfer and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, Purchaser free and clear of Liens except for Permitted Exceptions.all liens, claims, encumbrances and interests, and Purchaser shall purchase from Seller, the

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, convey, assign convey and deliver at the Closing to Buyerthe Purchaser, and Buyer the Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, ; title and interest in, in and to the Business and under the Subject Assets, free and clear of Liens any claim, lien or encumbrance of every kind and nature, except for Permitted Exceptionsas otherwise set forth on Schedule 2.1 relating to certain leased assets or assets subject to equipment loans, described on Schedule 2.1.

Sale and Purchase. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign sell and deliver to BuyerPurchaser, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept purchase from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject AssetsSeller, free and clear of Liens except all Encumbrances, all of the Shares, for Permitted Exceptionsthe consideration specified in Section 2.2.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, convey, assign convey and deliver at the Closing to Buyerthe Purchaser Designee, and Buyer the Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, in and to the Business and under Assets (other than the Subject Excluded Assets), free and clear of Liens except for any claim, lien or encumbrance of every kind and nature other than the Permitted ExceptionsLien.

Sale and Purchase. On Subject to and upon satisfaction or waiver of the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined in Section 3 herein), Sellers shall sell, transfer, convey, assign transfer and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept purchase from Sellers, all of the Sellers’ right, title and interest in, in and to and under the Subject AssetsPurchased Shares, free and clear of Liens except for Permitted Exceptionsany and all Liens.

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in this Agreementherein, at on the ClosingClosing Date, Sellers Seller shall sell, transferassign, convey, assign transfer and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, take assignment and delivery of all of the Sellers’ Seller’s right, title and interest inin and to all of Seller’s assets and business including without limitation, to the Business and under the Subject assets described in clauses 2.1(a)(l) through 2.1(a)(10) below, other than the Excluded Assets, free and clear of Liens except for all Encumbrances other than the Permitted Exceptions.Encumbrances:

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreementherein, at the Closing, Sellers the Seller shall sell, transfer, conveyassign, assign convey and deliver to the Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.any and all Encumbrances (other than transfer restrictions under applicable securities Laws), and the Buyer shall purchase and acquire from the Seller, all Company Shares. 2.2

Sale and Purchase. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, all of the Sellers’ ' right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.

Sale and Purchase. On At the terms Closing, and subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers each Seller shall sell, assign, transfer, conveydeliver, assign and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from Sellers, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsUnits.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at and effective as of the Closing, Sellers Seller shall sell, transfer, convey, assign and deliver to BuyerPurchaser, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, acquire and accept from Sellers, Seller all of the Sellers’ Seller’s right, title and interest in, to and under all of the Subject Transferred Assets, free and clear of Liens except for Permitted Exceptions.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingPurchaser shall purchase, Sellers acquire, and assume from Seller, and Seller shall sell, transfer, assign, convey, assign and deliver to BuyerPurchaser, at the Closing (as defined in Section 7(a)), all right, title, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire interest in and accept from Sellers, all to the following assets and associated liabilities of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted Exceptions.Seller:

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, Sellers Seller shall sell, transfer, convey, assign assign, transfer and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from Sellersobligate to pay for, all of the Sellers’ Seller's right, title and interest in, in and to and under all the Subject Assets, free and clear of Liens except for Permitted Exceptionsbut not any Excluded Assets.

Sale and Purchase. On At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, assign, transfer, convey, assign deliver and deliver convey to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire purchase and accept from SellersSeller, all of the Sellers’ right, title and interest in, to and under the Subject Assets, free and clear of Liens except for Permitted ExceptionsPurchased Interests.

Sale and Purchase. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall sell, transferassign, convey, assign transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall (or shall cause its designated Affiliate to) purchase, purchase and acquire and accept from Sellers, and take assignment and delivery from Sellers of, all of the Sellers’ right, title and interest in, to and under the Subject AssetsShares, free and clear of Liens except for Permitted Exceptionsany liens, claims, or other encumbrances.

Sale and Purchase. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell, transfer, convey, assign transfer and deliver to Buyer, and Buyer shall (or shall cause its designated Affiliate to) purchase, acquire and accept from SellersSeller, all shares of the Sellers’ right, title and interest in, to and under the Subject AssetsCompany Stock, free and clear of any Liens except for Permitted Exceptions(other than transfer restrictions under applicable securities Laws).