Sale of Interests. The Tax Partners agree that any sale by a Tax Partner of any ownership interest in a Certificate shall be deemed to be a sale of all or a portion of such Tax Partner's interest in the Tax Partnership.
Sale of Interests. The Seller hereby irrevocably agrees to sell, transfer and assign to the REIT at Closing (as defined herein) all of his right, title and interests in the Interests, together with any other interests the Seller may have in any of the Properties and the REIT agrees to purchase the Interests from Seller on the terms and conditions set forth in this Agreement. The Seller shall transfer the Interests to the REIT free and clear of all liens, encumbrances, security interests, pledges, voting agreements, prior assignments or conveyances, conditions, restrictions, claims, and any other matters affecting title thereto, other than Permitted Liens.
Sale of Interests. You agree to serve as the distributor of Interests in accordance with the terms of this Agreement, and to offer Interests to investors as agent of the Fund either directly or through broker, dealers and other financial institutions which enter into selling agreements with you ("Selling Agents"). In connection with the offering of Interests, you further agree that:
(a) You will use your best efforts to sell Interests, provided, however, that when requested by the Fund at any time because of market or other economic considerations or abnormal circumstances of any kind, or when agreed to by mutual consent between you and the Fund, you will suspend such efforts. The Fund may also withdraw the offering of Interests at any time when required by the provisions of any statute, order, rule or regulation of any governmental body having jurisdiction. It is understood that you do not undertake to sell all or any specific number or amount of Interests.
(b) You will not make offers or sales of Interests except in the manner set forth in the Prospectus. We have established procedures that are to be followed in connection with the offer and sale of Interests and you agree not to make offers or sales of any Interests and agree to require all brokers, dealers and other financial institutions that enter into selling agreements with you not to make any such offers or sales except in compliance with such procedures. In this regard, you agree that:
(i) No sale of Interests to any one investor will be for less than the minimum amount as may be specified in the Prospectus or as the Fund shall advise you.
(ii) No offer or sale of Interests will be made in any state or jurisdiction, or to any prospective investor located in any state or jurisdiction, where Interests have not been registered or qualified for offer and sale under applicable state securities laws unless Interests are exempt from the registration or qualification requirements of such laws.
(iii) Sales of Interests will be made only to persons who are "qualified clients," as that term is defined by Rule 205-3 under the Investment Advisers Act of 1940, as amended, and who meet such other eligibility requirements as may be imposed by the Fund and set forth in the Prospectus.
(c) You will furnish to prospective investors only such information concerning the Fund and the offering of Interests as may be contained in the current Prospectus or any written supplements thereto, and such other materials as you have prepared and w...
Sale of Interests. Lender is expressly permitted to sell, assign, transfer, negotiate or grant participation in all or any part of or any interest in, its rights and obligations under this Agreement. Except with respect to a transfer to an affiliate of Lender, notice of any such sale, assignment, transfer, negotiation or grant by Lender shall be given to Borrower within a reasonable time period after such event. Upon surrender of the Note at the office of the Borrower, the Borrower shall execute and deliver one or more replacement Notes in the name of the transferee(s) and, if only a part of the Loan is transferred, in the name of Lender.
Sale of Interests. (a) On the Closing Date and pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Interests, free and clear of all liens, encumbrances, pledges, security interests, charges of any kind and interests in favor of any Person.
(b) The transfer of the Interests shall include the transfer of all Interest-Related Rights (as defined below) and accordingly, whether or not specifically stated in this Agreement, all references herein to the Interests shall be deemed to be references to the Interests and the Interest-Related Rights, taken as a whole. For purposes of this Agreement, “Interest-Related Rights” shall mean all of Seller’s limited liability company interest in, to and under the Company including, without limitation, all of Seller’s right, title and interest in, to and under all (i) distributions after the Closing Date of profits and income of the Company, (ii) capital distributions after the Closing Date from the Company, (iii) distributions after the Closing Date of cash flow by the Company, (iv) property of the Company to which Seller now or in the future may be entitled, (v) other claims which Seller now has or may in the future acquire against the Company and its property, (vi) proceeds of any liquidation upon the dissolution of the Company and winding up of its affairs, (vii) other rights of Seller to receive any distributions or other payments of any kind whatsoever from or in respect of the Company or in any way derived from the Properties or from the ownership or operation thereof after the Closing Date, whether any of the above distributions consist of money or property, and (viii) all other rights, benefits and obligations of Seller as a member in the Company including, without limitation, rights to reports and accounting information; provided, however that the Interest-Related Rights shall not include the proceeds of the sale of the Interests contemplated hereby.
Sale of Interests. Trustee shall attempt to maximize the purchase price of the Interests (the "Purchase Price") as directed in writing by the Affiliate, provided, however, that the Trustee may not sell the Interests for less than ____________'s pro rata share of the appraised fair market value of the Property (without any discounts) (the "Forced Sale Value") unless it is directed to do so by the holders of a majority in aggregate principal amount of the Bonds at the time Outstanding. For purposes of this Agreement and the Indenture, the Forced Sale Value of the Interests during the initial one (1) year term of this Agreement is deemed to be $_______________. If the term of this Agreement is extended beyond such initial one (1) year term as provided in Section 3(a) hereof, the Forced Sale Value of the Interests shall be determined annually by an independent third-party appraiser selected by the Issuer. Proceeds from the Purchase Price shall be paid to the Trustee and disbursed in accordance with the Indenture.
Sale of Interests. On the terms and subject to the conditions of this Agreement, Purchaser agrees to purchase from Sellers, and Sellers agree to sell, convey, transfer, assign and deliver to Purchaser, at the Closing, Sellers’ right, title and interest to the Peanuts Interests and IBG Interests (as applicable), free and clear of any Liens (except for restrictions arising under applicable federal, state or foreign securities Laws and, in the case of the Peanuts Interests, for restrictions on transfer set forth in the Peanuts Operating Agreement).
Sale of Interests. Holdco Buyer shall have acquired all of the Equity Interests in the Company as of the Closing Date.
Sale of Interests. (a) Upon the terms and subject to the conditions of this Agreement, at the Initial Closing: (i) each Seller listed on Schedule 2.1(a) shall, severally and not jointly, sell, transfer, assign and convey to Buyer his or its Interest set forth on Schedule 2.1(a) hereto, and (ii) Buyer shall purchase, acquire and accept all of the Interests set forth on Schedule 2.1(a) hereto (collectively, the “Initial Purchase Interests”), for the Initial Purchase Price (as defined below);
(b) Upon the terms and subject to the conditions of this Agreement, at the Second Closing (as defined below): (i) each Seller listed on Schedule 2.1(b) shall, severally and not jointly, sell, transfer, assign and convey to Buyer his or its Interest set forth on Schedule 2.1(b) hereto; (ii) Buyer shall purchase, acquire and accept all of the Interests set forth on Schedule 2.1(b) hereto (collectively, the “Second Purchase Interests”), for the Second Purchase Price (as defined below); (iii) Buyer shall pay to the Company, for the benefit of the Incentive Holders, the aggregate amount payable to the Incentive Holders at the Second Closing, calculated as set forth on Schedule 2.1(b) (the “Second Purchase Incentive Payment”): and (iv) subject to receipt of an acknowledgement, in a form reasonably satisfactory to the Buyer, from the Incentive Holders of the receipt of such payment and the partial extinguishment of the obligations of the Company under the Equity Plan, as soon as practicable after the Second Closing, the Company shall pay the Second Purchase Incentive Payment to the Incentive Holders.
(c) Upon the terms and subject to the conditions of this Agreement, at the Third Closing (as defined below): (i) each Seller listed on Schedule 2.1(c) shall, severally and not jointly, sell, transfer, assign and convey to Buyer his or its Interest set forth on Schedule 2.1(c) hereto; (ii) Buyer shall purchase, acquire and accept all of the Interests set forth on Schedule 2.1(c) hereto (collectively, the “Third Purchase Interests”), for the Third Purchase Price (as defined below); (iii) Buyer shall pay to the Company, for the benefit of the Incentive Holders, the aggregate amount payable to the Incentive Holders at the Third Closing, calculated as set forth on Schedule 2.1(c) (the “Third Purchase Incentive Payment”); and (iv) subject to receipt of an acknowledgement, in a form reasonably satisfactory to the Buyer, from the Incentive Holders of the receipt of such payment and the partial extinguishment...
Sale of Interests. On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of the right, title and interest of Seller in and to the Interests, free and clear of all Encumbrances (the “Sale”).
