Sale of the Interests. All action required to be taken by the General Partner and the Partnership as a condition to the sale of the Interest purchased by the Investor has been taken, such Interest will represent a duly and validly created limited liability company interest in the General Partner and the Investor will be a Member of the General Partner entitled to all the benefits, and subject to all the obligations, of a Member under the GPLLC Agreement and the Delaware Limited Liability Company Act.
Sale of the Interests. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing Seller will sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, the Interests free and clear of all Encumbrances.
Sale of the Interests. Pursuant to Seller's offer, Seller agrees to sell the Interests to Buyer, and Buyer agrees to purchase them from Seller, for the consideration recited in and subject to the terms of this Agreement, as follows:
Sale of the Interests. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller and Seller agrees to sell to Buyer pursuant to this Agreement, 3,250,000 Units in consideration of an aggregate payment of $65,000,000 (the “Purchase Price”) by Buyer; the per Unit purchase price equal to the $20.00 per Unit sold to the public in the Public Sale.
Sale of the Interests. In consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sellers and Purchaser hereby agree as follows:
Sale of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, the Members are selling and transferring the Interests to StaffMark, and StaffMark is purchasing the Interests from the Members.
Sale of the Interests a. On the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell, assign and transfer to Buyer all of Seller’s right, title and interest in the Rights for an aggregate purchase price equal to U.S. $152,378,512 (the “Base Purchase Price;” the Base Purchase Price is the aggregate of the “base purchase prices” to be agreed upon by Buyer and Seller on or as of each Closing Date with respect to each of the Rights subject to such Closing Date). In addition to the Base Purchase Price with respect to the Rights being conveyed on a Closing Date, the Buyer shall pay to Seller an amount equal to the result of the following (or if such result is negative, the Buyer shall be permitted to offset such negative amount against the Base Purchase Price): the sum of (A) the aggregate amount of all capital calls in respect of the Rights funded by Seller for the period beginning on or after December 31, 2004 (the “Reference Date”), and ending on the applicable Cut-Off Date for such Closing Date (“
Sale of the Interests. At the Closing (as defined in Section 1.2), upon the terms and subject to the condition set forth herein, the Sellers shall sell to DDI and Moorx Xxxels, collectively, all of the Interests, and DDI shall purchase from the Sellers one percent (1%) of the Interests and Moorx Xxxels shall purchase from the Sellers ninety-nine percent (99%) of the Interests.
Sale of the Interests. (a) Millxx xxx Schwxxxx xxxll, on the Closing Date (as defined in Section 5 hereof), sell, transfer and assign to the Buyers all of the Millxx Xxxerests and the Schwxxxx Xxxerests, respectively, by delivering to the Buyers 10 certificates representing all the Millxx Xxxres and the Schwxxxx Xxxres, duly endorsed in blank or with duly executed stock powers attached and with all necessary transfer tax stamps and other revenue stamps, if any, acquired at the expense of the Selling Stockholders, affixed and cancelled, and (ii) all evidences of ownership of the Millxx Xxxts and the Schwxxxx Xxxts, with such instruments of transfer as the Buyers may reasonably request.
Sale of the Interests. Pursuant to Seller’s offer, Seller agrees to sell the Interests to Buyer, and Buyer agrees to purchase them from Seller, for the consideration recited in and subject to the terms of this Agreement, as follows: All of Seller’s right, title and interest in and to the Chandeleur Interests and the High Island Interests; An undivided 30% of 8/8ths working interest out of Seller’s right, title and interest in and to the Brazos Interests identified on Exhibit A-1 as (i) Brazos 440L/441L/406L/407L, limited, however, to the wellbore of the Brazos 440I-L Well, (ii) Brazos 478L/479L, limited, however, to the wellbore of the Brazos 478 L-2 Well, and (iii) Brazos 440L, limited, however, to the wellbore of the Brazos 4012 Well; and, in each case of a wellbore limitation, Buyer’s interest shall be limited to the oil, gas and mineral leases described in Exhibit A-1 with respect to each Well as to all lands and depths described in such Leases to the extent and only to the extent such Leases are necessary to produce oil and/or gas from the wellbore of the Xxxxx described hereinabove (or the applicable part or portion thereof if specifically limited in depth and/or areal extent on Exhibit A-1); An undivided 30% of 8/8ths interest out of Seller’s right, title and interest in and to the Galveston Interests identified on Exhibit A-3 as Xxxxxxxxx Xxxxx 000, limited, however, to the wellbore of the GA 297 Well before Payout, which interest shall be reduced to an undivided 25.5% after Payout; for purposes of this paragraph only, the term “Payout” shall have the same meaning as in that certain Offshore Participation Agreement dated December 30, 2004, between Seller and Fidelity Exploration and Production Company, Inc.; and, Buyer’s interest shall be limited to the oil, gas and mineral leases described in Exhibit A-3 with respect to each Well as to all lands and depths described in such Leases to the extent and only to the extent such Leases are necessary to produce oil and/or gas from the wellbore of the GA 297 Well (or the applicable part or portion thereof if specifically limited in depth and/or areal extent on Exhibit A-3). Buyer’s obligation to pay the costs of the GA 297 Well shall not arise until after Seller has provided to Buyer the logs of the GA 297 Well and indicated that it elects to complete the Well for the production of Oil and gas. Thereafter, Buyer shall pay its proportional share of the costs to complete the Well; however, in no event shall Buyer be obligated to p...
