Acquisition of Interests. At the Final Closing (defined below), ------------------------ each Contributor shall, subject to Section 1.4 hereof, contribute, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall (i) acquire and accept from such Contributor, all right, title and interest of such Contributor in such Contributor's Interests, free and clear of all Encumbrances (as defined in Section 2.1 hereof) except Permitted Encumbrances (as defined in Section 2.1 hereof), and (ii) deliver to such Contributor such Contributor's Consideration (defined below), both in accordance with this Contribution Agreement.
Acquisition of Interests. Upon request of the Company, the Executive (or, at the Executive's option, an Affiliated Entity) shall acquire and hold Interests (as defined below) on terms reasonably acceptable to the Company and the Executive. Prior to transferring any Interest, the Executive shall afford the Company the right to acquire the Interest proposed to be transferred on the terms described in this Section 9, and the Company shall, within 30 days of written notice from the Executive of his intention to transfer an Interest, inform the Executive whether it or its designee will acquire such Interest (in which case such Interest shall be acquired within 30 days thereafter). The amount payable by the Company or its designee for any such Interest shall be the fair market value as determined in accordance with Section 9(c). Twenty percent of the purchase price for such Interest shall be paid by the Company or its designee in cash upon the transfer of such Interest and the remainder shall be paid with the issuance by the Company of a recourse promissory note, secured by the Interest sold, bearing interest at the Interest Rate (as defined below), with interest payable annually in arrears and the principal of such note payable in six equal installments on the first, second, third, fourth, fifth and sixth anniversaries of the transfer.
Acquisition of Interests. Purchaser is acquiring the Interests for its own account and for investment, and not with a view to, or for sale in connection with, any distribution of any of such Interests.
Acquisition of Interests. At the Final Closing (as defined below), Seller shall, subject to Section 1.4 hereof, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall acquire and accept from Seller, all right, title and interest of Seller in the Premises, free and clear of all Encumbrances (as defined below) except Permitted Encumbrances (as defined below), and the Operating Partnership shall deliver to Seller the Consideration (as defined below), both in accordance with this Contract.
Acquisition of Interests. 31.1 Any Participant which acquires an interest in any real or personal property or contract which is part of the Project shall transfer and assign an undivided interest therein to the other Participants so that the ownership and rights of the Participants in such property or contract shall be as provided for in the Project Agreements.
Acquisition of Interests. On the Closing Date, upon the terms and subject to the conditions contained herein, Tulsa and Holdings shall transfer, assign and convey to the Acquiror, and the Acquiror shall acquire from Tulsa and Holdings, the Interests free and clear of all Liens (other than restrictions on transfer arising under applicable securities laws).
Acquisition of Interests. (a) Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), ML&CO. will transfer, convey and assign to BHC, and BHC will acquire from ML&CO., all of ML&CO.’s rights, title and interests in and to the Share Capital. On the Closing Date, ML&CO. will deliver to BHC an assignment of the Share Capital, free and clear of all liens, claims, charges, pledges, security interests, options or other legal or equitable encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Share Capital (each an “Encumbrance”).
Acquisition of Interests. Unocal agrees to purchase from Matador, and Matador agrees to sell and convey to Unocal, an undivided 25% of 8/8ths of the Leases and the Additional Leases on the form of assignment attached hereto as Exhibit "B" (the "Assignment"). Unocal shall assume its proportionate part of all burdens of record as of the date of the Assignment, and such further burdens as may be contained in the agreements set forth in Paragraph 17a. (the "Xxxxxxx Agreement"), Paragraph 17b., 17c., 17d., 17e., and 17f. (the "BK Agreements") and Exhibit "O" (the "Xxxxx Agreement"), to the extent of Unocal's proportionate interest in the properties to be assigned. In the event that there exists, or may later exist, Additional Leases not included on the Assignment, to which Matador receives title or a vested interest in or to after the execution and closing of this Agreement, Matador shall, within 30 days of such receipt of title or such vesting of interest, convey an undivided 25% of such Additional Lease(s) to Unocal by an additional assignment(s) in the form of Exhibit "B". All interests conveyed to Unocal hereunder shall be subject to proportionate reduction; however, such interests shall not be proportionately reduced as to any interest owned or subsequently acquired or owned by BK Partners, L.P., or its affiliates ("BK") pursuant to the BK Agreements, or the signatory parties to the Xxxxxxx Agreement ("Xxxxxxx Parties"), pursuant to the Xxxxxxx Agreement. It is the intent of the parties that within the Prospect Areas in which BK owns an interest, the ownership shall be Matador 50%, Unocal 25% and BK 25%, and in which the Xxxxxxx Parties own an interest, Matador 65%, Unocal 25%, and the Xxxxxxx Parties 10%, and in which neither BK nor the Xxxxxxx Parties own any interest, Matador 75% and Unocal 25%, proportionately reduced in all instances. Nothing in this Agreement shall be construed as obligating Matador to acquire any interest, nor shall Matador ever be obligated to sell and convey to Unocal any interest greater than the interest Matador owns.
Acquisition of Interests. Upon Optionee's exercise of an Option, ------------------------ such Grantor shall make the Contribution and the Operating Partnership shall acquire and accept the Interests from such Grantor, as set forth in the recitals hereto, and the Operating Partnership shall deliver to such Grantor such Grantor's Option Consideration in accordance with the terms of this Agreement. Such Contribution will be evidenced by a form of assignment or other documentation satisfactory in form and substance to the Operating Partnership.
Acquisition of Interests. SECTION 3.1 Initial Acquisition of Trust Interests 13 SECTION 3.2 Contributions in Connection with IPO 13 ARTICLE IV TRUSTEES
