Purchase and Sale of Acquired Interests. Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Acquired Interests, free and clear of any and all Liens, other than (A) Permitted Equity Liens and (B) Liens arising under this Agreement or the Related Agreements.
Purchase and Sale of Acquired Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement and the Acquired Interests Assignment Agreement, Seller hereby agrees to sell, assign, transfer, convey and deliver to Buyer the Acquired Interests, free and clear of any Liens other than (i) restrictions on transfer under applicable securities Laws or set forth in the Organizational Documents of the Company and (ii) Liens created by or resulting from the acts of Buyer or any of its Affiliates, and Xxxxx hereby agrees to purchase, assume and accept the Acquired Interests from Seller, in each case, effective as of the Closing Date.
Purchase and Sale of Acquired Interests. Subject to the terms and conditions of this Agreement, at the Closing, Sellers will transfer, sell, and deliver to Purchaser, free and clear of all Encumbrances, other than Permitted Equity Encumbrances, and Purchaser will purchase and accept delivery of, the Acquired Interests.
Purchase and Sale of Acquired Interests. Subject to the terms and conditions of this Agreement, DFI shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from DFI, all of DFI’s rights, title and interest in and to the Acquired Interests, free and clear of all Liens, in exchange for the consideration specified in Section 2.2.
Purchase and Sale of Acquired Interests. 15 Section 2.1 Purchase and Sale of Acquired Interests 15 Section 2.2 Pre-Closing Statement 15 Section 2.3 Purchase Price 15 Section 2.4 Deposit 15 Section 2.5 Purchase Price Adjustment 16 Section 2.6 Withholding 17 Section 2.7 Required Store Consents 17 ARTICLE III CLOSING AND TRANSACTIONS AT CLOSING 18 Section 3.1 Time and Place of Closing 18 Section 3.2 Closing Deliveries 18 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER 20 Section 4.1 Organization 20 Section 4.2 Capitalization 20 Section 4.3 Due Authority; Execution and Delivery; Enforceability 21 Section 4.4 No Conflicts; Approvals 21 Section 4.5 Financial Statements 22 Section 4.6 Absence of Undisclosed Liabilities 22 Section 4.7 Absence of Certain Transactions 23 Section 4.8 Material Contracts 23 Section 4.9 Real Property; Title to Assets 25 Section 4.10 Authorizations of the Acquired Entities 25 Section 4.11 Compliance with Laws 26 Section 4.12 Proceedings 26 Section 4.13 Environmental 26 Section 4.14 Taxes 27 Section 4.15 Brokers 28 Section 4.16 Benefit Plans; Employee Matters 28 Section 4.17 Intellectual Property 29 Section 4.18 Transactions with Affiliates 30 Section 4.19 Privacy and Data Security 30 Section 4.20 Information Technology 31 Section 4.21 Insurance 31 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER PARTIES 31 Section 5.1 Organization and Qualification 31 Section 5.2 Due Authority; Execution and Delivery; Enforceability 31 Section 5.3 No Conflicts; Approvals 32 Section 5.4 Proceedings 32 Section 5.5 Acquisition of Acquired Interests for Investment 32 Execution Copy TABLE OF CONTENTS Section 5.6 Financial Statements 33 Section 5.7 Financing 33 Section 5.8 No Brokers 33 ARTICLE VI PRE-CLOSING COVENANTS AND AGREEMENTS 34 Section 6.1 Operation of the Business 34 Section 6.2 Appropriate Action; Consents; Filings 36
Purchase and Sale of Acquired Interests. 2 1.1. Transfer of Acquired Interests. 2
Purchase and Sale of Acquired Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to purchase, accept and acquire from each Seller, and each Seller agrees to sell, assign, transfer and convey to Buyer, the Acquired Interests owned by such Seller, in each case, free and clear of all Liens (other than (a) restrictions on transfer that may be imposed by state or federal securities Laws, (b) restrictions on transfer that are expressly set forth in the Organizational Documents of the Acquired Companies, (c) restrictions listed on Schedule 2.1 and (d) Liens that will be released in connection with the Closing pursuant to the Payoff Documentation).
Purchase and Sale of Acquired Interests
