Commitment to Sell. At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, the Seller hereby agrees to sell, transfer, assign and deliver to the Company one or more certificates evidencing the Stock, free and clear of all liens, claims, mortgages, encumbrances and claims of any third party.
Commitment to Sell. Each of the Sellers hereby agrees that ------------------ at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, it shall sell, transfer, assign, convey and deliver to Buyer, by assignment, stock power or other appropriate instrument, free and clear of all liens, encumbrances, charges, claims, restrictions, pledges or security interests (other than those arising under the Securities Act or any state's securities laws or pursuant to this Agreement), all of the then-outstanding Stock and Warrants owned by it or him.
Commitment to Sell. In reliance upon HomeLife's representations and warranties contained herein, and upon the terms set forth in this Agreement, on the Closing Date (as defined below), the Shareholders shall sell, assign and deliver to HomeLife the Shares.
Commitment to Sell. 16 Section 2.02. Commitment to Purchase; Repayment of Debt Payment Obligations............................... 16 Section 2.03. Transaction Prior to Closing................................................................ 17 Section 2.04. Adjustment Amount and Payment............................................................... 18 Section 2.05.
Commitment to Sell. Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Purchaser by xxxx of sale, assignment or other appropriate instruments, the Assets, free and clear of all liens, pledges, mortgages, restrictions, charges, equities or encumbrances of any kind whatsoever.
Commitment to Sell. At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer by deed, xxxx of sale, assignment, or other appropriate instrument, free and clear of all liens, claims, mortgages or encumbrances except Permitted Liens, all of the Assets. In addition, Seller shall assign to Buyer all of Seller's rights under the Contracts and the Licenses. At Buyer's request, Seller shall name Subsidiary as the transferee in any such xxxx of sale, assignment or other conveyancing instrument in order to facilitate Buyer's transfer of Assets and Contracts to Subsidiary.
Commitment to Sell. At the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, Buyer hereby agrees to purchase the Assets and in full payment therefor shall pay or cause to be paid by Subsidiary to Seller the Purchase Price and assume the Liabilities as provided in this Article II, and thereafter transfer such Assets and assign such liabilities to Subsidiary.
Commitment to Sell. (a) During each successive 12-month period during the Option Period, Seller shall offer to sell to Purchaser not fewer than five (5) "AmeriSuites" hotels, or such lesser number of "AmeriSuites" hotels as shall then be owned by Seller (any such hotel or hotels being hereinafter collectively referred to as the "Option Hotels"), by issuance of a notice of sale to Purchaser (the "Notice of Sale"), pursuant to the terms of this Section 11.2. In connection with the issuance of a Notice of Sale, Seller shall provide copies of, or reasonable access to, all due diligence materials with respect to the First Offer Hotels in Seller's possession or control (including occupancy, ADR and Rev PAR information, financial statements, title policies, title documents, surveys, environmental audits, zoning reports, income and expense statements, appraisals, operating agreements, engineering reports, PIPs, Star reports, budgets, litigation reports and similar materials).
Commitment to Sell. During the term of this Agreement, Union Bank does hereby irrevocably agree to sell to Nelnet or Nelnet’s designee, Eligible Loans at the Purchase Price upon presentation of a request for sale by Nelnet in the manner provided herein. This commitment to sell shall apply only to Eligible Loans.
Commitment to Sell. 15 Section 2.02. Commitment to Purchase...............................15 Section 2.03. Payment of Chiron Debt...............................15 Section 2.04. Payment of New Biopop Notes..........................16 Section 2.05. Deliveries at Closing................................16 Section 2.06. Contingent Consideration.............................16 Section 2.07. New Products Earn-Out................................19
