The Sale. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, the Seller will sell, assign, convey, transfer and deliver to the Buyer, and the Buyer will purchase and acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances) all of the Seller's right, title and interest in, to and under the Assets.
The Sale. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, Seller and Limited Partner will sell, assign, convey, transfer, and deliver to Buyer and to Buyer’s designated limited partner, and Buyer and Buyer’s designee will purchase and acquire the Company Interests from Seller as the general partner of Electric Opco and Gas Opco, and from Limited Partner as the limited partner of Electric Opco and Gas Opco (the “Interests Transfer”). Immediately prior to the Interests Transfer and the Closing, Seller will transfer and cause the Companies to acquire from Seller, subject to all Encumbrances except for Non-Permitted Encumbrances, all of Seller’s right, title, and interest in, to, and under the real and personal property, tangible or intangible, principally related to the Business, including as described below, as the same exists at the Closing (and, as applicable and as permitted or contemplated hereby, or as Buyer and Parent agree, with such additions and eliminations of assets as shall occur from the date hereof through the Closing), except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”):
(a) Seller’s real property and real property interests located in Colorado, including (i) as described on Schedule 2.1(a), (ii) buildings, structures, other improvements, and fixtures located thereon, (iii) all rights, privileges, easements and appurtenances thereto, the leasehold and subleasehold interests under the leases described on Schedule 5.9, (iv) the Easements to be conveyed at the Closing pursuant to Section 8.5(a), and (v) any installation, facility, plant (including any manufactured gas plant), or site (including any manufactured gas plant site) described on Schedule 2.1(a) that (A) at the Closing is operated, owned, leased, or otherwise under the control of or attributed to Seller or the Business, and (B) is located in the Territory (collectively, the “Real Property”);
(b) the accounts receivable and inventories owned by Seller and principally related to the Business, and other similar or related items principally related to the Business;
(c) the Documents;
(d) the machinery, equipment, vehicles, furniture, pipeline system, natural gas, distribution assets, electrical distribution assets, and other tangible personal property owned by Seller and used principally in the Business, including the vehicles and equipment listed on Schedule 2.1(d) to be attached to the Agreeme...
The Sale. 11.1 We will conduct the Sale in accordance with our Notice to Bidders and will sell the Lot on your behalf on the terms of the Contract for Sale subject to any alteration by us made at our discretion by notices, inserts and announcements. We will exercise such discretion reasonably as between you and us.
11.2 Neither you nor any person on your behalf (other than the Auctioneer) may bid for the Lot, whether a Reserve has been placed or not. If any such bid is nonetheless made, the Auctioneer may knock the Lot down to you without observing any Reserve and you will pay to us the Buyer’s Premium in addition to the Commission and Expenses.
The Sale. Upon the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall transfer, convey, assign and deliver to Acquisition Sub, and Acquisition Sub shall purchase and acquire from Sellers, all of Sellers’ right, title and interest in and to the Transferred Interests (the “Sale”).
The Sale. On the basis of the representations, warranties and undertakings set forth in this Agreement, and on the terms and subject to the conditions set forth in this Agreement and in the Escrow Closing Agreement, on the date hereof each Seller severally, and not jointly and severally with any other Seller, agrees to sell to the Purchasers, free and clear of all Liens (other than liens described in clause (v) of the definition of Permitted Liens), and the Purchasers agree to purchase and pay for, the Purchased Interests set forth opposite such Seller's name on Schedule I hereto.
The Sale. Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller (i) those certain parcels of land in the Town of Middleton, Essex County (South), Commonwealth of Massachusetts, which parcels are more particularly described in Exhibit A attached hereto, together with all right, title and interest of Seller in and to any land lying in the bed of any streets, alleys, or rights-of-way (open) adjacent or abutting or adjoining such premises, together with all rights, privileges, rights of way and easements appurtenant to such premises (collectively the “Land”), (ii) all buildings, garages, improvements, structures and fixtures on the Land, including without limitation the existing office building commonly known as “The Ferncroft Corporate Center, 35 Village Road,” (collectively the “Building,” and together with the Land, the “Real Property”); (iii) Seller’s right, title and interest in and to the leases, occupancy agreements, or licenses affecting the Real Property or any part thereof together with any amendments of any of the foregoing or any related agreements creating ongoing obligations of the parties thereto which are listed on Exhibit B (the “Schedule of Leases”) and any New Leases entered into pursuant to Section 19.8 (collectively the “Leases”); (iv) all furniture, furnishings, fixtures, equipment and other tangible personal property owned by Seller, located on the Real Property and used solely in connection therewith (the “Tangible Personal Property”); (v) all right, title and interest of Seller under any and all maintenance, service, leasing, brokerage, advertising and other like contracts and agreements with respect to the ownership and operation of the Real Property (collectively the “Service Contracts”); and (vi) all right, title and interest of Seller in and to all studies, surveys, plans, drawings, specifications, reports, contracts, warranties, approvals, licenses, permits, certificates, design approvals, and variances relating to the Land or the Building, to the extent in Seller’s possession and transferable without cost to Seller, all to the extent applicable to the period from and after the Closing (as hereinafter defined), except as expressly set forth to the contrary in this Agreement (collectively “Development Materials”) (the Land, the Building, Tangible Personal Property, the Service Contracts, the Leases, the Development Materials and such other r...
The Sale. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), NPS will issue and sell to each Purchaser, and each Purchaser will purchase and acquire from NPS, the number of shares of Preferred Stock set forth on such Purchaser’s signature page to this Agreement (the “Sale”).
The Sale. (a) (i) Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined below), the Seller shall sell, convey, transfer, assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller's right, title and interest in and to the Seller Assets (as defined below), as the same may exist on the Closing Date. As used in this Agreement, the term "Seller Assets" means all of the Seller's assets (other than Excluded Assets) (defined below)), including:
The Sale. (a) On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens (as such term is defined with respect to any date after the Closing), all of Seller's right, title and interest in, to and under the PSE Colstrip Interests and the Assets and Properties used or held for use principally in connection with the operation of the Colstrip Facilities, except as otherwise provided in Section 1.01(b), as the same shall exist as of the Closing including, but not limited to the following (collectively with any proceeds and awards referred to in Section 1.09, the "Assets"):
The Sale. The Parties agree that the prices of the product will be set by the Principal, that the Principal will obtain and provide the promotional materials (if any) for the Agent to use and to obtain sales, and the Principal will provide a Sales Agreement to the Agent for the Agent to use in the sale of the product.
