Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell sell, convey, assign and deliver transfer the Shares to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute Liens and together with all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersrights now and hereafter attaching thereto.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer Purchaser shall purchase from Sellers all of each Seller, and each Seller shall sell to Purchaser, the Stock, Sale Shares owned by that Seller free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to (a) Buyer and Sellers hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, Sellers shall sell sell, convey, transfer and deliver assign to Buyer Buyer, and Buyer shall purchase and accept from Sellers Sellers, all of the StockAssets, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to On the terms and conditions of set forth in this Agreement, at the Closing, Sellers shall sell the Seller will sell, transfer and deliver to the Buyer, and the Buyer will purchase and Buyer shall purchase acquire from Sellers the Seller, all of the StockAcquired Interests. At the Closing, the Acquired Interests will be sold, transferred and delivered by the Seller free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and conditions of contained in this Agreement, at the ClosingClosing (as defined below), the Sellers shall sell sell, assign, transfer and deliver to Buyer the Buyer, and the Buyer shall purchase and acquire from Sellers all of the StockSellers, free and clear of all Encumbrances. At the Closingany Encumbrances (as defined below), each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)issued and outstanding Shares, duly endorsed for transfer or accompanied with each Seller selling such Seller’s Relative Share of the Shares. Each Seller’s “Relative Share” equals the percentage of Shares held by duly executed stock powers.that Seller immediately before the transactions contemplated by this Agreement

Purchase and Sale. Subject At the Closing, on and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers Seller, and Seller shall sell, convey, assign, transfer and deliver to the Buyer, all of the Outstanding Stock, free and clear of all Encumbrances. At Liens, for the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, consideration specified below in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis Article II.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined in Section 3.1), Sellers each Selling Stockholder shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers each Selling Stockholder, all of the StockShares on the Closing Date, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall Seller will sell and deliver to Buyer Buyer, and Buyer shall will purchase from Sellers all of Seller, the StockCompany Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens and Preemptive Rights.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers the Purchaser shall sell purchase and acquire from the Seller, and the Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers the Purchaser, all of its right, title and interest in and to the StockShares, free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens other than restrictions on transfer generally imposed by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersapplicable securities laws.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall will sell and deliver to Buyer Buyer, and Buyer shall will purchase from Sellers all of Sellers, the StockMembership Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockTarget Interests, free and clear of all Encumbrances. At Liens, except for Liens arising under federal and state Securities Laws, arising pursuant to the Closing, each Governing Documents of the Sellers shall deliver to Company or imposed by Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all or any of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersits Affiliates.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell sell, assign, transfer and deliver convey to Buyer and Buyer shall purchase from Sellers all of their respective right, title and interest in and to: (a) the StockMandara Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller any Liens (which, in the aggregate, shall constitute all of the Stockother than Permitted Liens), duly endorsed for transfer or accompanied by duly executed stock powersand (b) the Seller Loans.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each of the Sellers shall sell sell, convey, assign, transfer and deliver to Buyer the Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from Sellers all each of the StockSellers, the Purchased Shares held by the Sellers (as set forth in Schedule 2.1 hereto), free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer, assign, convey and deliver to Buyer the Buyer, and the Buyer shall purchase from Sellers the Seller, all of right, title and interest in and to the Stock, Membership Units free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers the Seller, all of the StockSeller’s right, title and interest in and to all of the Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell hereby agree to sell, transfer, convey, assign and deliver to Buyer the Purchaser, with full title guarantee, and Buyer the Purchaser shall purchase acquire and accept from Sellers the Sellers, all and not less than all of the StockShares (including the Shares respectively held by each Seller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the ClosingClosing (as defined below), Sellers shall will sell and deliver transfer the Interests to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances, and Buyer will purchase the Interests from Sellers. At the ClosingThe Interests shall be conveyed through a Transfer Agreement, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, substantially in the aggregate, shall constitute all form of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersExhibit A attached hereto.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, assign and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellers all of Seller, the StockInterests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichany Liens, in exchange for the aggregate, shall constitute all of Estimated Purchase Price (minus the Stock), duly endorsed for transfer or accompanied by duly executed stock powersIndemnity Escrow Amount) pursuant to Section 2.02(b) and subject to adjustment as set forth in Section 2.04.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, assign, convey, and deliver to Buyer Buyer, and Buyer shall purchase acquire and accept conveyance from Sellers Seller, all of Seller’s right, title, and interest in and to the StockInterests, free and clear of all Encumbrances. At Liens, other than Permitted Liens, for the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, consideration specified below in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis ARTICLE II.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell Purchaser agrees to purchase from Seller, and Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all of Purchaser, the StockAcquired Assets, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at the ClosingSeller will sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Purchaser, and Buyer shall Purchaser will purchase and accept from Sellers all of Seller, the Stock, Shares free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, Encumbrances as contemplated in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis Article II.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at on Closing the ClosingSeller shall and hereby agrees to sell, Sellers shall sell assign, convey, transfer and deliver to the Buyer and the Buyer shall purchase directly from Sellers all of the StockSeller, the ADIT Shares, free and clear of all Encumbrances. At the ClosingLiens, each together with all rights of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichnow and hereafter attaching thereto, in the aggregate, shall constitute all consideration of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.following:

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer shall purchase purchase, acquire and accept from Sellers Sellers, all of the StockTransaction Shares, free and clear of all Encumbrances. At Liens and restrictions on transfer (other than restrictions under the Closing, each Securities Act and state securities Laws or state insurance Laws of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stockgeneral applicability), duly endorsed for transfer or accompanied by duly executed stock powersthe consideration specified below in this Section 2.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreementset forth herein, Seller hereby agrees to sell and Buyer hereby agrees to purchase, at the Closing, Sellers all of the Company Shares (the “Acquisition”). At the Closing, Seller shall sell convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, Company Shares free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller Liens (which, in the aggregate, shall constitute all of the Stockincluding Permitted Liens), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, Closing the Sellers shall will sell and deliver transfer to the Buyer, and the Buyer will purchase and Buyer shall purchase acquire from Sellers the Sellers, all of the Stock, Acquired Interests free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the applicable Seller shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers all of the Stockapplicable Seller, the Acquired Company Shares owned by the applicable Seller, free and clear of all Encumbrances. At the Closing, each Liens (other than Permitted Liens or restrictions on transfer in respect of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all Acquired Company Shares that arise out of the StockSecurities Act), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, assign, transfer, convey and deliver to Buyer Buyer, and Buyer shall purchase from Sellers all of and acquire, the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject At the Closing Time, on and subject to the terms and conditions of this Agreement, at the ClosingVendor shall sell, Sellers shall sell transfer and deliver assign to Buyer the Purchaser, and Buyer the Purchaser shall purchase from Sellers the Vendor, all of the StockVendor’s right, title and interest in the Shares and the New Intercompany Receivable, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the ClosingLiens, each and Buyer shall purchase from Seller, all of the Sellers shall deliver Seller's right, title and interest in and to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.Shares. 2.2

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Purchaser the Membership Interests, and Buyer Purchaser shall purchase from Sellers all of purchase, acquire and accept the StockMembership Interests, in each case free and clear of all Encumbrances. At the Closing, each Liens (other than Liens arising as a result of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stockapplicable state or federal securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell sell, assign, convey, transfer and deliver to Buyer and Buyer shall purchase acquire from Sellers all of the Stock, Purchased Assets free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens (other than Permitted Exceptions and Liens imposed by such Seller (which, in the aggregate, shall constitute all of the StockBuyer), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase from Sellers all of and acquire, at the StockClosing (as defined below), the Membership Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockTarget Interests, free and clear of all Encumbrances. At Liens, except for Liens arising under federal and state securities Laws, arising pursuant to the Closing, each Governing Documents of the Sellers shall deliver Company, arising pursuant to this Agreement or created or imposed by Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all or any of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersits Affiliates.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, assign, convey, transfer and deliver to Buyer and Buyer shall purchase acquire from Sellers all of Seller, the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens (other than restrictions imposed by such Seller (which, in the aggregate, shall constitute all of the Stockstate and federal securities laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject Upon and subject to the terms and conditions of contained in this Agreement, at the Closing, Sellers shall sell sell, transfer and deliver good and valid title to Buyer and Buyer shall purchase from Sellers all of the StockShares to Buyer, free and clear of all Encumbrances. At Liens, and Buyer shall purchase the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares from Sellers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at on the ClosingClosing Date, Sellers the Shareholder shall sell sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers the Shareholder, all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell the Buyer agrees to purchase and acquire from the Seller, and the Seller agrees to sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the ClosingSecurity Interests, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)Company Shares, duly endorsed for transfer or accompanied by duly executed stock powerssubject to any applicable Legal Restrictions.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall purchase from Sellers, and Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers all of Purchaser, the Stock, Interests free and clear of all Encumbrances. At Liens (other than Permitted Liens or Liens arising pursuant to applicable securities laws and those created by or at the Closing, each behest of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the StockPurchaser), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer, convey, assign and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellers the Seller, all right, title and interest of the StockSeller in and to the Membership Interests, free and clear of all Encumbrances. At Liens (other than Liens created by or through the ClosingPurchaser, each its financing sources, or any of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stocktheir respective Affiliates), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to On the terms and conditions of set forth in this Agreement, at the Closing, Sellers the Purchaser shall sell purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers the Purchaser, all of the StockSeller's right, title and interest in and to the Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens other than Liens imposed by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersapplicable securities Laws.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Closing the Buyer shall purchase purchase, acquire and accept the Purchased Units from Sellers all of the StockSellers, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver sell, convey, assign and transfer the Purchased Units to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersBuyer.

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, Sellers shall sell sell, transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase purchase, acquire and accept from Sellers all of Sellers, the StockEquity Interests (as defined herein), free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersother than Permitted Liens.

Purchase and Sale. Subject to On the terms and subject to the conditions of contained in this Agreement, at on the ClosingClosing Date, Sellers shall sell and deliver to Buyer and the Buyer shall purchase from the Sellers, and the Sellers all of shall sell, convey, assign, transfer and deliver to the StockBuyer, free and clear of all Encumbrances. At the ClosingLiens and other restrictions whatsoever, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)Sellers’ rights, duly endorsed for transfer or accompanied by duly executed stock powerstitle and interest in and to the Purchased Interest.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall sell sell, convey, assign, transfer, and deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers all of the StockSellers, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller any Liens (which, in the aggregate, shall constitute all of the Stockother than transfer restrictions under securities Laws), duly endorsed for transfer or accompanied by duly executed stock powersthe Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Buyer shall sell purchase the Shares from the Beneficial Holders and the Beneficial Holders shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all or one of its Subsidiaries the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer, assign and deliver convey to Buyer the Buyer, and the Buyer shall purchase purchase, acquire and accept from Sellers all of the StockSeller, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)Seller’s right, duly endorsed for transfer or accompanied by duly executed stock powerstitle and interest in and to the Assigned Royalty Payments.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at At the Closing, Sellers Seller shall sell sell, assign, transfer, convey and deliver all Shares to Buyer and Buyer shall purchase from Sellers all of the Stock, Purchaser free and clear of all Encumbrances. At Liens, and Purchaser shall purchase such Shares from Seller on the Closingterms and subject to the conditions set forth in this Agreement, each of for the Sellers shall deliver consideration set forth in, and to Buyer certificates evidencing the Stock owned by such Seller (whichbe paid in accordance with, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersSection 1.5.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and the Buyer shall purchase from Sellers all of the StockSeller and the Seller shall sell, transfer and assign, convey and deliver to the Buyer the Ownership Interests and Real Property, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersas defined herein.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and the Buyer shall purchase from Sellers all of the StockSeller, and the Seller shall sell, convey, assign, transfer and deliver to the Buyer, the Acquired Interests, free and clear of all EncumbrancesLiens (other than restrictions on transfer arising under the Securities Act and state securities Laws). At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.1.2

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, Purchaser free and clear of all Encumbrances. At Liens, and Purchaser shall purchase from Sellers, the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, convey, assign and deliver to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, free and clear of all Liens (other than Permitted Liens and Permitted Encumbrances. At the Closing), each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichand Purchaser will purchase and pay for, in the aggregate, shall constitute all of Seller’s right, title and interest in and to the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.Project

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell sell, assign, transfer and deliver convey to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, free and clear of all Encumbrances. At the Closingany Liens, each of the Sellers and Purchaser shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichpurchase and acquire, in the aggregate, shall constitute all of the Stock), duly endorsed Purchased Equity in exchange for transfer or accompanied by duly executed stock powerscash consideration equal to the Purchase Price.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing the Buyer shall purchase, acquire and accept the Membership Interests from the Sellers, and the Sellers shall sell sell, convey, assign and deliver transfer the Membership Interests to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute Liens and together with all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersrights now and hereafter attaching thereto.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, assign, transfer, convey and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of the StockSeller, the Acquired Securities, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockTarget Interests, free and clear of all Encumbrances. At Liens, except for Liens arising under federal and state Securities Laws, arising pursuant to the Closing, Governing Documents of each Company or imposed by the Buyer Parties or any of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powerstheir Affiliates.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at Closing the ClosingPurchaser shall purchase from the Seller, Sellers and the Seller shall sell sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, the Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersany Encumbrance.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at Purchaser agrees to purchase and acquire from Seller, and Seller agrees to assign, transfer and convey to Purchaser, the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers all of the StockAcquired Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver transfer to Buyer Buyer, and Buyer shall purchase and accept from Sellers Sellers, all of the Stock, Shares free and clear of all Encumbrances. At the Closingliens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller claims or other encumbrances (which, in the aggregate, shall constitute all of the Stock“Liens”), duly endorsed for other than restrictions on transfer or accompanied by duly executed stock powersunder applicable securities laws.

Purchase and Sale. Subject At the Closing (as defined herein), subject to the terms and conditions of set forth in this Agreement, at the ClosingSeller hereby agrees to sell, Sellers shall sell assign, transfer, convey and deliver to Buyer the Company, and Buyer shall the Company hereby agrees to purchase from Sellers the Seller, all of the StockSeller’s rights, title and interest in and to the Shares, free and clear of all Encumbrances. At any charge, lien or encumbrance, at the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.purchase price of:

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall sell sell, convey, assign, transfer and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellers Sellers, all of the Stockissued and outstanding shares of capital stock of the Company as of the Closing Date (the “Shares”), free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Encumbrances (other than restrictions on transfer imposed by such Seller (which, in the aggregate, shall constitute all of the Stockfederal and state securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall will sell to Purchaser, and deliver to Buyer and Buyer shall Purchaser will purchase from Sellers Sellers, all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject As of the Closing, and subject to all of the terms and conditions of this Agreement, at the Closing, Sellers shall sell sell, transfer, convey, assign and deliver to Buyer deliver, and the Buyer shall purchase from Sellers all of purchase, the StockPurchased Assets, free and clear of all Liens (other than Permitted Encumbrances. At ), and the Closing, each of the Sellers Buyer shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute assume all of the StockAssumed Liabilities (which Assumed Liabilities the Buyer shall thereafter pay, discharge and perform, each on a timely basis with regard to its share thereof), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer Purchaser shall purchase from Sellers all of Seller, and Seller shall sell, convey and transfer to Purchaser, the StockShares, free and clear of all Encumbrances. At the Closing, each in consideration of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject to In accordance with the terms and conditions provisions of this Agreement, at the Closing, the Sellers shall will sell and deliver transfer to Buyer the Purchaser, and Buyer shall the Purchaser will purchase and acquire from Sellers the Sellers, all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell sell, assign and deliver transfer to Buyer Buyer, and Buyer shall purchase and acquire from Sellers the Sellers, all of the StockInterests, in each case, free and clear of all Encumbrances. At Liens other than Liens arising under applicable securities Laws (the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which“Sale”), in exchange for the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and the Buyer shall purchase purchase, acquire and accept from Sellers the Seller, and the Seller shall sell, convey, assign and transfer to the Buyer, all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned any Liens (other than restrictions on transfer that may be imposed by such Seller (which, in the aggregate, shall constitute all of the Stockgenerally applicable securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Buyer and Seller hereby agree that at the Closing, ----------------- and upon all of the terms and subject to all of the conditions of this Agreement, at the ClosingSeller shall sell, Sellers shall sell convey, transfer and deliver assign to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockSeller Member Interest in M Purchase, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersexcept Permitted Liens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer, assign and deliver to Buyer the Purchaser, and Buyer the Purchaser shall purchase from Sellers the Seller, all of the Stockissued and outstanding Units, free and clear of all any Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer Purchaser shall purchase from Sellers all of Seller, and Seller shall sell to Purchaser, the Stock, Sale Shares owned by Seller free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject Upon and subject to the terms and conditions of this Agreement, at the closing of the purchase and sale of the Company Shares contemplated by this Agreement (the "Closing"), Sellers the Seller shall sell sell, transfer, convey, assign and deliver to Buyer the Buyer, and the Buyer shall purchase purchase, acquire and accept from Sellers the Seller, all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersCompany Shares.

Purchase and Sale. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Buyer, and Buyer shall purchase from Sellers Seller, all of right, title and interest in and to the Stock, Securities free and clear of all Encumbrances. At Liens (other than any Liens created under the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the StockLoan Documents), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject Upon and subject to the terms and conditions of this Agreement, at the Closingclosing of the purchase and sale of the Company Shares contemplated by this Agreement (the "CLOSING"), Sellers the Seller shall sell sell, transfer, convey, assign and deliver to Buyer the Buyer, and the Buyer shall purchase purchase, acquire and accept from Sellers all of the StockSeller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersCompany Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell and deliver assign to Buyer the Buyer, and the Buyer shall purchase and assume from Sellers all of the StockSellers, in each case free and clear of all any Encumbrances. At , the ClosingPurchased Units and the Blocker Corporation Shares, each in exchange for payment by the Buyer of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, Purchase Price as provided in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis Article.

Purchase and Sale. Subject to (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell the Seller will sell, transfer and deliver to the Buyer, and the Buyer will purchase and Buyer shall purchase acquire from Sellers the Seller, all of the Company Stock, free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens (other than restrictions on transfer imposed by such Seller (which, in the aggregate, shall constitute all of the Stockapplicable securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Buyer shall sell purchase, acquire and accept the Shares from the Seller, and the Seller shall sell, convey, assign, transfer and deliver the Shares to Buyer and Buyer shall purchase from Sellers all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersBuyer.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers Purchaser shall purchase the Shares from Seller, and Seller shall sell and deliver the Shares to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, in each case free and clear of all Encumbrances. At , for an amount equal to the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject Upon and subject to the terms and conditions of set forth in this Agreement, the Sellers agree to, and shall at the Closing, Sellers shall sell sell, assign, transfer and deliver convey to the Buyer and the Buyer agrees to and shall at Closing purchase and acquire from Sellers the Sellers, all of right, title and interest in and to the StockCompany Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements made herein, Seller shall sell, assign, convey, transfer and deliver the Real Property to Purchaser at the ClosingClosing on the Closing Date, Sellers shall sell and deliver to Buyer and Buyer Purchaser shall purchase the Real Property from Sellers all of Seller at the Stock, free and clear of all Encumbrances. At Closing on the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersClosing Date.

Purchase and Sale. Subject to (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers each Seller holding Shares shall sell sell, transfer, assign and deliver to Buyer the Purchaser, and Buyer Purchaser shall purchase and acquire from Sellers all each Seller holding Shares, the full ownership of the StockShares held by such Seller, free and clear of all Encumbrances. At the ClosingLiens, each together with all rights attaching to such Shares as at Closing (including all dividends and distributions declared or to be paid or made in respect of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the StockShares), duly endorsed for transfer or accompanied by duly executed stock powersthe consideration specified in Section 1.2.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Shareholder shall sell sell, transfer and deliver the Shares to Buyer Buyer, and Buyer shall purchase the Shares from Sellers all of the StockShareholder, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, the Sellers shall sell sell, transfer, convey, assign and deliver to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At Liens, and the ClosingBuyer shall purchase and accept from the Sellers, each the shares of the Sellers shall deliver to Buyer certificates evidencing Company listed on Schedule 2.1 (the Stock owned by "Shares"), such Seller (which, in the aggregate, shall constitute Shares constituting all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersissued and outstanding shares of the Company.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Shareholders shall sell sell, transfer and deliver the Shares to Buyer Buyer, and Buyer shall purchase the Shares from Sellers all of the StockShareholders, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Buyer shall sell purchase, acquire and accept the Shares from the Seller, and the Seller shall, and shall cause the Acquired Companies to, sell, convey, assign, transfer and deliver the Shares to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At Indebtedness (other than capital lease obligations disclosed on the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersFinancial Statements) and Liens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of contained in this Agreement, at the ClosingClosing (as hereinafter defined), Sellers the Seller shall sell Transfer to the Buyer, and deliver to Buyer and the Buyer shall purchase and accept from Sellers all of the StockSeller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell sell, transfer and deliver convey to Buyer Purchaser, and Buyer Purchaser shall purchase from Sellers Sellers, all of the Stock, free and clear of all Encumbrances. At Purchased Entity Interests (the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock“Transaction”), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, grant, assign, convey, transfer and irrevocably deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers all of Seller, the StockShares, free and clear of all EncumbrancesLiens. At the Closing, each The Purchase and Sale of the Sellers shall deliver to Buyer certificates evidencing Shares is being made in reliance upon an exemption from registration afforded by the Stock owned by such Seller (whichSecurities Act of 1933, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersas amended.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Closing the Sellers shall sell sell, assign, convey, transfer and deliver to Buyer the Purchaser and Buyer the Purchaser shall purchase acquire from the Sellers all of the Stock, Purchased Assets free and clear of all Encumbrances. At Liens (other than Permitted Exceptions and Liens imposed by the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the StockPurchaser), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and conditions of set forth in this Agreement, at on the Closing, the Purchaser shall purchase and acquire from the Sellers, and the Sellers shall sell sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, free and clear of any and all Encumbrances. At Liens (except for Permitted Liens) the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchased Shares.

Purchase and Sale. Subject to Buyer and Sellers hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, Sellers shall sell sell, convey, transfer and deliver assign to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Sellers, the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, Sellers’ Member Interest in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersXxxxxx.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall sell Buyer will purchase, acquire and accept from Seller, and Seller will sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers all of Buyer, the Stock, Shares free and clear of all Encumbrances. At the ClosingLiens (other than (i) those Liens created or caused by Buyer and (ii) restrictions on transfer pursuant to federal, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, state or local securities Laws) in the aggregate, shall constitute all of the Stock), duly endorsed exchange for transfer or accompanied by duly executed stock powersconsideration specified in this Article II.

Purchase and Sale. Subject At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Interests. Title and, subject to the terms and conditions of this Agreement, at risk of loss with respect to the Closing, Sellers Interests shall sell and deliver pass to Buyer and Buyer shall purchase from Sellers all as of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersClosing Date.

Purchase and Sale. Subject to On the terms and conditions of this Agreement, at the Closing, Sellers Closing the Vendor shall sell to the Purchaser, and deliver to Buyer and Buyer the Purchaser shall purchase from Sellers all of the StockVendor, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchased Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers and Buyer shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichpurchase from Seller, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersAcquired Equity.

Purchase and Sale. Subject to Upon the terms and conditions of this Agreement, at the ClosingClosing each Seller, Sellers severally and not jointly, shall sell sell, convey, assign, transfer and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellers all each Seller, a number of Sale Shares equal to the StockSeller Share Number, free and clear of all Encumbrances. At the ClosingLiens, each and together with all right, title and interest as of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersClosing Date.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Buyer shall sell purchase (and Parent shall cause Buyer to purchase) from Seller and Axxxx, and Seller and Axxxx shall sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers Buyer, all of the StockShares and all of the Membership Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell sell, transfer, assign and deliver to Buyer the Buyer, and the Buyer shall purchase from Sellers the Sellers, all of the Stockoutstanding Shares of the Company, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at on the ClosingClosing Date, Sellers the Shareholders shall sell sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers the Shareholders, all of the Stock, Equity Interests free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to On the terms and subject to the conditions of this AgreementAgreement and in consideration of Buyer’s payment of the Purchase Price, at the Closing, Sellers Seller shall sell sell, transfer and deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers Seller, all of the StockMembership Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing and effective as of the Closing Date, Sellers shall sell sell, transfer and deliver to Buyer Buyer, and Buyer shall purchase from Sellers, all right, title and interest of Sellers in and to the Shares and all of the StockSellers’ Options, free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller Liens (which, in the aggregate, shall constitute all of the Stockother than restrictions under applicable securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.