Xxxx and Purchase. The Vendors hereby sell to the Purchaser, and the Purchaser hereby purchases as proprietor from the Vendors, an undivided one hundred percent (100%) rights, interest and title in and to the Mining Concession (Anexas de Guazapares, title no. 112692), free and clear of all liens, charges, encumbrances, adverse claims, rights or interest of any person and with no reservation of any right or action of any nature whatsoever.
Xxxx and Purchase. Seller hereby agrees to sell, transfer and convey the Property to Buyer, and Buyer hereby agrees to purchase and accept the Property from Seller, in each case for the purchase price and on and subject to the other terms and conditions set forth in this Agreement.
Xxxx and Purchase. (a) Upon the terms and subject to the conditions contained in this Agreement, the Seller hereby sells, transfers, conveys and delivers to the Purchaser, and the Purchaser hereby purchases and acquires from the Seller, the Purchased Units and the Purchased SLP Interest, in each case free and clear of all liens, encumbrances, restrictions and claims, subject (with respect to the Purchased Units) to any transfer restrictions set forth in that certain Limited Liability Company Agreement of the Company, dated as of November 7, 2018 (the “Company Agreement”) and (with respect to the Purchased SLP Interest) the Partnership Agreement.
(b) Upon the terms and subject to the conditions contained in this Agreement, and subject to the provisions of Section 1(c) below, in consideration of, and in full payment for, the sale, transfer, conveyance and delivery to the Purchaser of the Purchased Units and the Purchased SLP Interest, in each case free and clear of all liens, encumbrances, restrictions and claims, subject (with respect to the Purchased Units) to any transfer restrictions set forth in the Company Agreement and (with respect to the Purchased SLP Interest) the Partnership Agreement, the Purchaser shall pay to the Seller the sum of Five Million Five Hundred Thousand Dollars ($5,500,000) (the “Purchase Price”), via wire transfer of immediately available funds.
(c) The closing of the transactions contemplated by this Agreement (the “Closing,” and the date on which the Closing occurs, the “Closing Date”), shall occur simultaneous upon the full execution and delivery of this Agreement. At the Closing, the Purchaser shall deliver to the Seller: (i) a wire transfer of immediately available funds for the payment of the Purchase Price; (ii) a duly executed copy of this Agreement; (iii) a duly executed joinder to the Company Agreement; (iv) a duly executed counterpart signature page to Amendment No. 2 to the Partnership Agreement; and (v) any and all other documents reasonably requested by counsel to the Seller to effect the Closing. At the Closing, the Seller shall deliver to the Purchaser: (A) a duly executed copy of this Agreement; (B) a counterpart signature page to Amendment No. 2 to the Partnership Agreement, duly executed by Seller; (C) that certain Master Lease Agreement dated as of the date hereof duly executed by MedMen Enterprises Inc., and (D) any and all other documents reasonably requested by counsel to the Purchaser to effect the Closing.
Xxxx and Purchase. Seller agrees to sell and convey unto Purchaser, and Purchaser agrees to purchase and accept from Seller, for the price and subject to the terms, covenants, conditions, and provisions herein set forth, the following:
a. All of that land situated at 0000 Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxx containing approximately .32 acres and being described on Exhibit ”A” attached hereto (the “Land”), together with all improvements thereon including a 5,460 square foot commercial building (the “Improvements”);
b. All right, title, and interest, if any, of Seller, in and to (i) any land lying in the bed of any street, road, or access way, opened or proposed, in front of, at a side of, or adjoining the Land or the Improvements to the centerline thereof; (ii) all reversions, remainders, appurtenances, easements, licenses, tenements and hereditaments appertaining to, or otherwise benefiting or used in the operation of the Land or the Improvements; and (iii) any and all water, water rights or similar rights or privileges (including tap rights) appurtenant to or used on connection with the ownership or operation of the Land or the Improvements (the “Property Rights”);
x. Xx the extent assignable, all licenses, certificates of occupancy and permits related to the Land and the Improvements (the “Permits and Licenses”);
d. All existing fixtures for operation of the Improvements, including, without limitation, the heating, plumbing, sprinkling, electrical, air conditioning and ventilation systems (the “Fixtures”);
e. The tenant leases for space in the Improvements as set forth in Exhibit “B” (the “Leases”);
x. Xx the extent in Seller’s possession all records of Seller used or useful in connection with the operation of the Land and Improvements, including all records regarding management and leasing, real estate taxes and assessments, insurance, tenants, maintenance, repairs, capital improvements and services (the “Records”); and
x. Xx the extent in Seller’s possession all plans, specifications and construction contracts prepared in connection with the Improvements and the Fixtures (the “Plans and Construction Contracts”). The items described in (a) through (h) of this Section 1 are hereinafter collectively referred to as the “Property.”
Xxxx and Purchase. Seller shall sell, convey, and assign to Purchaser, and Purchaser shall purchase and accept from Seller, for the Purchase Price (as defined in Section 2 below) and on and subject to the terms and conditions herein set forth, and subject to Purchaser’s obligation to lease back to Seller at Closing the Leasehold Tract (as defined in Section 4(b)(1) below) the following:
(a) a tract or parcel of land situated in Harris County, Texas, containing approximately 10.06 acres of land as more particularly described in Exhibit A hereto (the “Land”), together with all rights and interests appurtenant thereto, and all improvements and fixtures located in or on the Land, if any, which parcel of Land is known as 0000 Xxxxx Xxxxxxx 000, Xxxxxxx, Xxxxx 00000 (collectively, the “Improvements”), which Improvements (if any) and Land are hereinafter collectively called the “Real Property”; provided, however, that Seller may be entitled to claim ownership of all or a portion of accreted land, if any, located between such surveyed 10.06 acre parcel of Land and the edge of the nearby navigable waterways of the State of Texas (collectively, the “Accreted Land Areas”) and such Accreted Land Areas will be included in the Land but only quitclaimed by Seller to Purchaser at Closing as described in Section 4(b)(2) hereof;
(b) the following items of tangible personal property owned by Seller that are located on and used exclusively in connection with the ownership, maintenance, or operation of the Real Property (the “Personalty”) (under no circumstances does the term Personalty as used herein include any trade fixtures of Seller): NONE; and
(c) subject to obtaining any necessary consents to transfer such items (which Seller agrees to use good faith efforts to assist Purchaser in obtaining by Closing, but without any obligation to pay any sum to obtain such consents and without the obtaining of such consents being a condition to Purchaser’s obligations at Closing), all of Seller’s right, title and interest in and to all licenses, franchises, permits, conditional use or other zoning approvals, and other governmental approvals relating to the Real Property (but excluding Seller Business Licenses/Permits as defined below, which are hereby expressly retained by Seller on and after Closing) (“Assigned Permits”) and all utility commitments and connections/capacities relating to the Real Property, if any (“Utility Rights”).
Xxxx and Purchase. 1.1 The Seller shall sell, and the Purchaser shall purchase, the Shares with effect from Closing with all rights then attaching to them including the right to receive all distributions and dividends declared, paid or made in respect of the Shares after Closing.
1.2 The Shares shall be sold free from all Third Party Rights and ownership and risk in them shall (except as otherwise set out in this Agreement) pass to the Purchaser with effect from Closing.
Xxxx and Purchase. 4.1 On and with effect from the Effective Date, the Seller:
4.1.1 sells the Sale Assets to the Purchaser and the Purchaser purchases the Sale Assets from the Seller; and
4.1.2 transfers and delegates the Assumed Liabilities to the Purchaser, and the Purchaser assumes the Assumed Liabilities, in terms of clause 5, such that the Seller sells to the Purchaser, which purchases, the Business as a going concern, as one indivisible transaction.
4.2 Nothing contained in this Agreement will operate (and notwithstanding any provision of this Agreement to the contrary) (i) to transfer to the Purchaser any of the Excluded Assets or any other asset, other than the Sale Assets; or (ii) to result in the transfer or delegation to, or assumption by, the Purchaser of any of the Excluded Liabilities or any other Liability, other than the Assumed Liabilities.
Xxxx and Purchase. The Seller hereby sells the Business to the Purchaser, which hereby purchases the Business, as a going concern with effect from the Effective Date, subject to the terms and conditions of this Agreement.
Xxxx and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $9.75
Xxxx and Purchase. Upon the terms and subject to the conditions contained in this Agreement, at the Closing (as defined in section 4), the Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and accept from the Sellers, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Sellers in or for the Business, as the same shall exist on the Closing Date (collectively, the "Acquired Assets"), free and clear of any and all Liens (as defined in section 5.6(a)) including, without limitation, the following:
1. accounts receivable, notes receivable, drafts or other similar instruments;
2. inventory, including but not limited to finished goods, work in process, raw materials and supplies;
3. prepaid expenses and deposits;
4. machinery, equipment, tools and dies, hand tools, vehicles, computers and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on Seller's fixed asset ledger attached to this Agreement on Schedule 5.12(b) (collectively, the "Machinery and Equipment");
0. xxxxxx furniture, office equipment, fixtures and other tangible personal property of similar nature (collectively, the "Furniture and Fixtures");
6. interests to the extent owned by the Sellers in any patent, copyright, trademark, trade name, brand name, service xxxx, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technologies, methods, designs, drawings, software (including documentation and source code listings), processes and other proprietary properties or information (collectively, the "Intellectual Property");
7. real property interests described in Schedule 5.10(a) and Schedule 5.10(b) to this Agreement together with all buildings, facilities and other improvements thereon and all licenses, leases, rights, privileges and appurtenances thereto including, without limitation, all leases, agreements and other rights to use, occupy or possess, or otherwise with respect to, real property or machinery, equipment, vehicles, and other tangible personal property of similar nature to which either Seller is a party, and all rights arising under or...
