Purchase and Sale of Equity Interests. (a) On the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby shall occur as follows and in the following order: (i) Operating Buyer agrees to purchase, directly or indirectly, the Operating Equity Interests from Operating Seller, and Operating Seller agrees to sell the Operating Equity Interests to Operating Buyer, free and clear of all Liens other than Permitted Encumbrances, (ii) Holdco Buyer or one of its Affiliates agrees to purchase the Specified Platform Equity Interests from the Company, and the Company agrees to sell the Specified Platform Equity Interests to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances, (iii) Holdco Buyer agrees to purchase the Blocker Units from Blocker Parent, and Blocker Parent agrees to sell the Blocker Units to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances and (iv) Holdco Buyer agrees to purchase the Company Seller Interests from the Company Sellers, and the Company Sellers agree to sell the Company Seller Interests to Holdco Buyer, free and clear of all Liens other than Permitted Encumbrances. All of the foregoing actions and transactions described in clauses (i) through (iv) of this Section 2.01 shall be deemed to have occurred simultaneously, and no such transaction shall be considered consummated unless all are consummated. No Party shall be obligated to consummate any of the transactions contemplated hereby to occur at Closing, unless all such transactions are consummated contemporaneously.
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Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (TerraForm Power, Inc.), Purchase and Sale Agreement
