Sale of Partnership Interests. Simultaneously with the execution and delivery of this Agreement by all of the parties hereto ("Closing Date"), Associates shall acquire from 900 Realty the Partnership Interests (defined hereafter) in exchange for a total payment by Associates of Sixteen Million Dollars ($16,000,000) (the "Purchase Price"), which Purchase Price shall be paid by Associates according to the terms and upon the conditions hereinafter set forth. As used herein, "Partnership Interests" shall mean all of the right, title and interest (i) in the Partnership not owned by Associates as of the Closing Date and (ii) in PC- 900 not owned by the FDIC (or its successor in interest) as of the Closing Date, including all of the right, title and interest of JRA and PPI in the Property (if any), Partnership and PC-900 held by them since the inception of the Partnership (other than Associates' interest in the Partnership), as well as any claims held by any of them against the Partnership or Associates, together with the Support Interests transferred to 900 Realty pursuant to paragraph 2 above.
Sale of Partnership Interests. (a) SJMB will sell to IHI, and IHI will purchase from SJMB, all of SJMB's limited partnership interests in OF. SJ Management will sell to IHI, and IHI will purchase from SJ Management, all of the general partnership interests of OF. The transfer of these partnership interests shall be effected through the Assignments in respect thereof, each to be executed and dated as of the Closing Date (defined below) and substantially in the form of EXHIBITS A-1 AND A-2 attached hereto.
Sale of Partnership Interests. Seller hereby sells, transfers and assigns the Partnership Interests to Buyer free and clear of all liens, claims, pledges, options, rights of first refusal and other encumbrances or restrictions of any nature whatsoever, other than any restrictions on transfer under the Partnership Agreements (“Liens”), and Buyer hereby purchases from Seller all of Seller’s right, title and interest in the Partnership Interests for the Purchase Price, as defined below.
Sale of Partnership Interests. Subject to the occurrence of the Effective Date, in lieu of the withdrawal of all or any portion of LBHI’s interest in the Partnership as of a given Withdrawal Date, the Partnership may, in its sole and absolute discretion, cause LBHI to sell all or a designated portion of its interest in the Partnership to any person, pursuant to an Assignment and Assumption Agreement substantially in the form annexed hereto as Exhibit A (provided that if at the time of execution LBHI is unable to make the representations and warranties contained in the form of Assignment and Assumption Agreement, LBHI shall be required to execute a modified form of Assignment and Assumption Agreement), as of, or prior to, such Withdrawal Date; provided, that the purchase price for such interest shall not be less than 92.5% of the portion of the Book Capital Account to be transferred (determined as of the date of transfer). Notwithstanding the foregoing, (a) Silver Lake shall not cause LBHI to enter into an Assignment and Assumption Agreement on more than three occasions and (b) to the extent that the Partnership causes LBHI to enter into an agreement in connection with the sale of an interest in the Partnership pursuant to this Section 4, the closing of such sale shall occur on the same date that such agreement is executed. Additionally, LBHI also retains the right to sell its interest (subject to the terms of the Partnership Agreement) in the Partnership (for so long as LBHI continues to hold such interest); provided, however, that Silver Lake shall retain its right to consent to any such transfer and the admission of any prospective limited partner to the Partnership, which consent shall not be unreasonably withheld. For the avoidance of doubt, nothing in this Section 4 shall relieve LBHI of its obligations under the Partnership Agreement to keep certain information confidential; provided, however, that LBHI may disclose any information that it reasonably believes is necessary to disclose in connection with its chapter 11 case currently pending in the Bankruptcy Court.
Sale of Partnership Interests. (a) With respect to the Borrowers, sell or create any partnership interest, of whatever nature, not in existence on the date hereof.
Sale of Partnership Interests. Such Borrower shall not sell (other than to an Affiliate) any partnership interest or create any partnership interest not in existence on the date hereof.
Sale of Partnership Interests. If the Partnership is unable to raise the entire Required Amount through any combination of Alternative Financing and Additional Contributions, the Executive Committee shall be permitted to attempt to sell to a third party or parties (a "PURCHASER") other than a Partner, an Interest in the Partnership for a price not less than that portion of the Required Amount which the Partnership is unable to raise; PROVIDED, HOWEVER, that the Purchaser complies with the requirements for new Partners set forth in Section 8.5. Percentage Interests in distributions attributable to Interests sold to a Purchaser pursuant to this Section 3.3 shall be determined pursuant to Section 5.5. 31
Sale of Partnership Interests. Subject to the terms and conditions of this Agreement, at Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, or cause to be sold, assigned, conveyed, transferred and delivered to Buyer, and Buyer shall purchase the Partnership Interests owned by Seller, free and clear of all Encumbrances other than the Permitted Encumbrances.
Sale of Partnership Interests. Upon completion of the Contribution, the Company immediately purchase from CBC and CBC shall immediately sell, convey and transfer to the Company, 3,996,000 Partnership Units for a cash purchase price per Unit equal to the initial public offering price per share of the Class A Common Shares in the Offering, less the underwriting discount. If more than 4,000,000 Class A Common Shares are sold in the Offering pursuant to the underwriters' over-allotment option or otherwise, the Company shall purchase from CBC, at the same price per Unit, a number of Units in the Partnership equal to the number of additional Class A Common Shares sold in the Offering . The sale of the CBC partnership interests to the Company shall be effected by the execution and delivery by CBC of an assignment instrument, in form and substance reasonably satisfactory to the Company, against payment of the purchase price therefor. Upon completion of the Partnership Interest Sale, the Company and CBC shall enter into an Amended and Restated Agreement of Limited Partnership for the Partnership to provide, among other things, that all of CBC's interest in the Partnership upon completion of the transactions contemplated by this Agreement shall be a limited partnership interest and all of the Company's interest in the Partnership upon completion of the transactions contemplated by this Agreement shall be a general partnership interest.
Sale of Partnership Interests. Upon the terms and subject to the conditions of this Agreement, Sellers hereby sell, assign, transfer, convey and deliver to Buyer or to wholly-owned subsidiaries of Buyer listed in Section 1.2 below (collectively, "Purchasers"), and Purchasers hereby purchase and acquire the Partnership Interests, effective as of the date hereof. Sellers have each executed and delivered to Purchasers, respectively, Assignments of Partnership Interest, receipt of which is hereby acknowledged.
