Examples of Purchased Partnership Interests in a sentence
Transferability The Seller will transfer the Purchased Partnership Interests to be sold, assigned and transferred by it under this Agreement free and clear of all encumbrances other than the Transfer Restrictions.
The Buyer hereby represents and warrants to the Seller as of the date hereof and the Closing Date that: Authorization The Buyer is organized and validly existing under the laws of its jurisdiction of formation, and has full power and authority to acquire the Purchased Partnership Interests and to enter into and perform its obligations under this Agreement.
Subject to the representations, warranties, covenants and agreements contained herein, the General Partner hereby consents to (a) the assignment of the Purchased Partnership Interests to the Buyer and (b) the substitution of the Buyer as a Limited Partner (as defined in the Partnership Agreement) in the Partnership in the stead of the Seller with respect to the Purchased Partnership Interests.
The Seller acknowledges that it is prepared to sell the Purchased Partnership Interests to the Buyer for the Purchase Price and hereby waives any right to rescind or invalidate the sale of the Purchased Partnership Interests to the Buyer or to seek any damages or other compensation from the Buyer based on the Buyer’s possession of any material, non-public information (if any) relating to the Purchased Partnership Interests.
The closing of the purchase and sale of the Purchased Partnership Interests (the “Closing”) shall take place on July 10, 2015.
There is no action, suit or other proceeding pending or threatened by the Seller against others relating in any way to the Purchased Partnership Interests or the Partnership.
The Seller hereby represents and warrants to the Buyer (unless otherwise noted) as of the date hereof and the Closing Date that: Owner of Partnership Interest The Seller is the legal and beneficial owner of the relevant Purchased Partnership Interests to be sold, assigned and transferred by it under this Agreement, free and clear of any and all encumbrances other than any Transfer Restrictions.
At the Closing, and subject to the terms and conditions set forth in this Agreement, the Seller shall sell, assign, transfer and deliver the Purchased Partnership Interests to the Buyer, and the Buyer shall (i) purchase and assume from the Seller all of the Seller’s right, title and interest in and to the Purchased Partnership Interests, and (ii) assume all of the Obligations related to the Purchased Partnership Interests.
The purchase price shall be an amount equal to the Net Asset Value of the Partnership as of the Effective Date divided by the number of Partnership Interests outstanding as of the Effective Date and multiplied by the number of Purchased Partnership Interests (the “Purchase Price”).
The Parties hereby agree that the purchase, sale and transfer of the Purchased Partnership Interests shall, with respect to the Buyer’s rights and obligations under the Partnership Agreement, including the right to any distributions or dividends thereunder and liability for any Obligations, be effective as of June 30, 2015 (the “Effective Date”).