SALE AND TRANSFER OF ARGOSY INTERESTS Sample Clauses

SALE AND TRANSFER OF ARGOSY INTERESTS. CLOSING 1 1.1 Argosy Interests 1 1.2 Purchase Price 1 1.3 Closing 2 1.4 Closing Obligations 2 1.5 Calculation of Restricted Stock 3 1.6 Closing Date Cash Payment Adjustment 3 1.7 Administration of Tax Matters 4 1.8 Allocation of Purchase Price 5 1.9 Certain Taxes and Fees 5 1.10 Payment to Aviva Overseas, Inc 5 1.11 Colombian Participation Agreement Covenants 6 ARTICLE II DEFINITIONS 7 ARTICLE III REPRESENTATIONS AND WARRANTIES OF XXXXXX RELATED TO ARGOSY 15 3.1 Organization and Good Standing 15 3.2 Subsidiaries 15 3.3 Directors; Officers 15 3.4 Authority; No Conflict 15 3.5 Capitalization 16 3.6 Financial Statements 16 3.7 Books and Records 17 3.8 Title to Properties; Liens 17 3.9 Oil and Gas Contracts 18 3.10 Xxxxx 18 3.11 Owned and Leased Tangible Personal Property 18 3.12 Accounts Receivable 18 3.13 Inventory 18 3.14 Taxes 19 3.15 No Material Adverse Change 19 3.16 Employee Benefits 20 TABLE OF CONTENTS
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Related to SALE AND TRANSFER OF ARGOSY INTERESTS

  • Sale and Transfer of Assets Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase from Seller, all of Seller’s rights, title and interests in and to the Assets.

  • Sale and Transfer of Shares Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Purchaser all the issued and outstanding Shares, free and clear of all Encumbrances, except for any Encumbrance arising under the Securities Act or any applicable state securities laws, and Purchaser shall purchase, acquire and accept the Shares from Seller.

  • Sale and Transfer of Shares Closing Subject to the terms and conditions of this Agreement, at the Closing, the following will occur:

  • Sale and Transfer of Assets Closing 2.1 ASSETS TO BE SOLD Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Residual Interest and Transfer of Interests 6 Section 3.1. The Residual Interest. 6

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

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