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. 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.
(b) The purchase price for the general partnership interest in OF shall be $100 and will be paid to SJ Management on the Closing Date.
(c) The purchase price for the limited partnership interest in OF shall be $835,424.82 in cash and two $3,450,000 11% subordinated convertible promissory notes (the "Notes") (collectively, the "Purchase Price"), which will be delivered on the Closing Date substantially in the form of EXHIBIT B-1 AND B-2 attached hereto. The $835,424.82 shall be paid by IHI to SJMB on the Closing Date by IHI's forgiveness of $835,424.82 of indebtedness owed by SJMB to IHI.
Sale of Partnership Interests. As soon after the Resignation Date as practicable, you will sell to WII all of your interests, whether held directly or indirectly through another entity such as XXXXX Services, Inc., in PAH Ravinia and PAH Windwatch. As consideration for your interests, WII shall assume your obligations under the loans issued in the form of mortgage notes issued by PAHI to PAH Ravinia and PAH Windwatch. You will execute promptly all documents reasonably necessary or appropriate for these purposes.
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.
Sale of Partnership Interests. AND/OR PARTNERSHIP AND/OR INVESTMENT ENTITY ASSETS [*] [*] = redacted text
Sale of Partnership Interests. Upon the terms and subject to the conditions of this Agreement, the Vendors agree to sell, assign, transfer, convey and set over to the Purchasers, and the Purchasers agree to purchase from the Vendors, at the Closing Date, all of the right, title and interest of Vendors in the Partnership Interests as follows:
(i) [***]
(ii) [***]
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. 2.1. Subject to the terms and provisions herein contained, Selling Partners agree to sell to Buyer and Buyer agrees to purchase from Selling Partners all the Partnership Interests. Buyer will assign its rights under this Amendment to the Property Entity to acquire the general partner's 99% Partnership Interests and will assign its rights to acquire the limited partner's 1% Partnership Interest to the Property Entity Subsidiary (the assignees being sometimes called the Property Entity herein in either case for ease of reference), which will acquire the respective Partnership Interests. As in the case of the Birch Run and Williamsburg Projects, Prime Retail, L.P.'s 30% participation allocable to the purchase of the Project (in this case, the purchase of the Partnership Interests) under the Joint Venture Agreement of the Joint Venture will be contributed in the form of a credit to the buying entity.
Sale of Partnership Interests. Subject to the terms and conditions of this Agreement, Seller agrees to sell, convey and assign to Buyer, and Buyer or its permitted designee or assignee agrees to purchase all rights, title and interest of Seller relating to the Partnership Interests as set forth on Schedule 2 hereto for the Purchase Price set forth above.
