Common use of Sale of Interests Clause in Contracts

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. (a) On the Closing Date and Date, pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell and transfer to Buyer, Purchaser and Buyer Purchaser shall purchase and accept 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 right, title and interest in, to and under the Company and the LLC Agreement 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 Datethereof, 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. Upon the sale of the Interests pursuant to this Agreement, all agreements between Seller or any of its affiliates and the Company or the Property Owner shall terminate and neither Seller, its affiliates, the Company nor the Property Owner shall have any further rights under any of such agreements.

Sale of Interests. (a) On the Closing Date and Date, pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell and transfer to Buyer, Purchaser and Buyer Purchaser shall purchase and accept 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 right, title and interest in, to and under the Company and the LLC Agreement 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 accounting, information; provided, however that the Interest-Related Rights shall not include the proceeds of the sale of the Interests contemplated hereby, and the transfer of the Interest-Related Rights shall be subject to the provisions of Section 7.17 of this Agreement.

Sale of Interests. (a) On the Closing Date date hereof and pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell and transfer to BuyerPurchaser, and Buyer Purchaser shall purchase and accept from Seller title to all of Seller, the Interests, free and clear of all liens, encumbrances, pledges, security interests, charges of any kind and ’s limited liability company interests in favor of any Person. the Company, comprising a 50% percent limited liability company interest in the Company (b) “Seller’s Interest”). The transfer of the Interests Seller’s Interest shall include the transfer of all Interest-Related Rights (as defined belowhereinafter defined) and accordingly, whether or not specifically stated in this Agreement, all references herein to the Seller’s Interests shall be deemed to be references to the Seller’s Interests and the Interest-Related RightsRights and Contracts, taken as a whole. For purposes of this Agreement, “Interest-Related RightsRights and Contracts” shall mean all of Seller’s limited liability company right, title and interest in, to and under the Company and the Operating Agreement including, without limitation, all of Seller’s right, title and interest in, to and under all (i) distributions after the Closing Date date hereof of profits and income of the Company, (ii) capital distributions after the Closing Date date hereof from the Company, (iii) distributions after the Closing Date date hereof 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 Improvements or the Land, or from the ownership or operation thereof after the Closing Datedate hereof, 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. (a) On the Closing Date and Date, pursuant to the terms and subject to the conditions set forth in this Agreement, Seller shall sell and transfer to Buyer, Purchaser and Buyer Purchaser shall purchase and accept 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 right, title and interest in, to and under the Company and the LLC Agreement 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 which Seller now has or may in the future acquire 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 Property or from the ownership or operation thereof after the Closing Datethereof, 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. Upon the sale of the Interests pursuant to this Agreement, all agreements between Seller or any of its affiliates and the Company or the Property Owner with respect to the Property, Mezz, the Property Owner and the Company shall terminate and neither Seller, its affiliates, the Company, Mezz nor the Property Owner shall have any further rights under any of such agreements with respect to the Property, Mezz, the Property Owner and the Company.