43k Purchase and Sale Clause Examples for Any Agreement

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $9.80 per Unit, the amount of the Underwritten Securities set forth opposite such Underwriter’s name in Schedule I hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 1,875,000 Option Securities at the same purchase price per Unit as the Underwriters shall pay for the Underwritten Securities. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Securities by the Underwriters. Said option may be exercised in whole or in part at any time on or before the 45th day after the date of the Prospectus upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the Additional Closing Date. The number of Option Securities to be purchased by each Underwriter shall be based upon the same percentage of the total number of the Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Underwritten Securities, subject to such adjustments as the Representative in its absolute discretion shall make to eliminate any fractional shares. (c) In addition to the discount from the public offering price represented by the purchase price set forth in the first sentence of Section 2(a) of this Agreement, the Company hereby agrees to pay to the Underwriters a deferred discount of $0.35 per Unit (for both Underwritten Securities and Option Securities) purchased hereunder (the “Deferred Discount”). The Deferred Discount will be paid directly to the Representative, on behalf of the Underwriters, by the trustee from amounts on deposit in the Trust Account by wire transfer payable in same-day funds if and when the Company consummates its initial Business Combination. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders of the Shares included in the Securities sold pursuant to this Agreement (the “Public St...

Purchase and Sale. Seller agrees to sell and convey the Property to Purchaser and Purchaser agrees to purchase the Property from Seller, all in accordance with the terms and conditions set forth in this Contract.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Firm Securities set forth opposite such Underwriter’s name in Schedule II hereto. (b) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to the aggregate principal amount of Option Securities set forth in Schedule I hereto at the same purchase price as the Underwriters shall pay for the Firm Securities. Said option may be exercised in whole or in part at any time prior to the Closing Date (as defined herein) upon written notice by the Representatives to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are exercising the option and the applicable Settlement Date. Any such Settlement Date shall be the Closing Date (as defined herein). The aggregate principal amount of Option Securities to be purchased by each Underwriter shall be the same percentage of the total aggregate principal amount of Option Securities to be purchased by the several Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as the Representatives in their absolute discretion shall make to ensure that the Option Securities are not issued in minimum denominations of less than $25 or whole multiples thereof.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in S...

Purchase and Sale. Seller shall sell to Buyer, and Buyer shall purchase from Seller, all upon the terms, covenants and conditions hereinafter set forth, the following (herein collectively referred to as the "PROPERTY"): (a) the land legally described on Exhibit "A" attached hereto and made a part hereof, together with all buildings, improvements and fixtures located thereon and all of Seller's right, title and interest in and to all rights, privileges and appurtenances pertaining thereto, including all of Seller's right, title and interest in and to all easements, rights-of-way, open or proposed streets, alleys, easements, strips or gores of land adjacent thereto (collectively, the "REAL PROPERTY"), including the office building located on the Real Property commonly known as "40 Broad Street" (the "BUILDING"); (b) all right, title and interest of Seller in and to (i) those items of personal property described in Exhibit "B" attached hereto and made a part hereof and all other tangible personal property located on the Real Property and used in the ownership, operation and maintenance of the Real Property, including, without limitation, all furniture, furnishings, fixtures, appliances, machinery and equipment owned by Seller and relating to the Property, (provided, however, the foregoing does not include any proprietary software items), and (ii) all intangible property relating to the Property, including, without limitation, any and all rights of Seller in and to the name "40 Broad Street", all plans and specifications for the Property, all third party engineering, soils, curtain wall and hazardous reports and any other third party studies relating to the Property, all catalogues, warranties, guarantees, correspondence with present or prospective tenants or suppliers, non- proprietary books, records and files (including those maintained by Seller's third party property manager, to the extent owned by or under the control of Seller) relating to the condition or operations of the Property, advertising materials, and telephone exchange numbers (such tangible and intangible property described in this subparagraph (b) is herein collectively called the "PERSONAL PROPERTY"); and (c) all right, title and interest of Seller (i) in all leases, licenses and occupancy agreements affecting the Real Property (collectively, the "LEASES"), in each case together with all underlying agreements, work letters, side letters, other agreements relating thereto, and guarantees, warranties and indemni...

Purchase and Sale. At the Closing and subject to the terms and conditions set forth in this Agreement, Seller shall sell, convey, assign, and transfer to Buyer and Buyer shall purchase and acquire from Seller all of Seller's right, title, and interest in and to the Assets.

Purchase and Sale. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Acquired Interests at the Closing on the terms and subject to the conditions set forth in this Agreement.

Purchase and Sale. On the terms and subject to the satisfaction or waiver of the conditions set forth herein and as partial consideration for receipt of payment of the Purchase Price, at the Closing OFS ES shall sell, transfer, convey, assign and deliver to Key, and Key shall purchase, acquire and accept from OFS ES, all of the Equity Interests free and clear of all Encumbrances, and Sellers, shall sell, transfer, convey, assign and deliver to Key Texas, and Key Texas shall purchase, acquire and accept from Sellers all of the Incidental Assets, free and clear of all Encumbrances, other than Permitted Inchoate Tax Liens, including: (a) all of the assets of Sellers reflected on the Pro Forma Unaudited Balance Sheet or acquired after the date thereof (other than the Excluded Assets and those assets disposed of or converted into cash after the date of such balance sheet in the Ordinary Course) related to the Business, the Subsidiaries or the Purchased Assets, including (i) the Equity Interests, (ii) the Incidental Assets and (iii) the Business as a going concern and all goodwill of Sellers associated with the Business; and (b) all other assets, tangible or intangible, owned by Sellers related to the Business, the Subsidiaries or the Purchased Assets (other than the Excluded Assets), including (i) all past, present and future claims, choses in action and rights of action by Sellers and related to the Business, the Subsidiaries or the Purchased Assets against third parties arising from events, acts, omissions or circumstances on or before the Closing Date, and (ii) all claims for refunds of governmental charges or assessments arising from or pertaining to periods, activities, operations or events occurring on or prior to the Closing Date.

Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.