Common use of Purchase and Sale of Interests Clause in Contracts

Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained herein, at the Closing, Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, all of the Interests, free and clear of any Liens, in exchange for the Transaction Consideration.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Biohaven Research Ltd.), Membership Interest Purchase Agreement (Biohaven Pharmaceutical Holding Co Ltd.)

AutoNDA by SimpleDocs

Purchase and Sale of Interests. Upon Subject to the terms and subject to the conditions set forth in of this Agreement and the Transaction DocumentsAgreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, the Seller agrees to shall sell, assign, convey, transfer and deliver to the Buyer, and the Buyer agrees to shall purchase and accept from the Seller, all of the Interests, free and clear of any all Liens, in exchange for the Transaction ConsiderationPurchase Price.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

Purchase and Sale of Interests. Upon (a) In exchange for the terms consideration described in Section 2.1(b) and Section 2.3, and subject to the terms and conditions of this Agreement (including the conditions precedent set forth in this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained hereinSection 8), at the Closing, Seller agrees to Sellers shall sell, assign, convey, transfer and deliver convey the Interests to Buyer, and Buyer agrees to purchase and accept from Seller, all of the Interests, free and clear of any all Liens, and Buyer shall accept the Interests from Sellers, all pursuant to a Transfer and Assignment Agreement in exchange for the Transaction Consideration.form attached hereto as Exhibit B.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Ridgewood Electric Power Trust V)

Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in of this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained hereinAgreement, at the ClosingClosing on the Closing Date, each Seller agrees to sell, assign, convey, transfer and deliver to the Buyer, and the Buyer agrees to purchase and accept acquire from Seller, each Seller all of the Interestssuch Seller’s Interests as set forth on Appendix I, in each case, free and clear of any Liens, in exchange for all Liens (other than restrictions under the Transaction ConsiderationSecurities Act and state securities Laws).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)

Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in of this Agreement and the Transaction Documents, and in reliance on the representations, warranties and covenants contained hereinAgreement, at the ClosingClosing on the Closing Date, each Seller agrees to sell, assign, convey, transfer and deliver to the Buyer, and the Buyer agrees to purchase and accept acquire from Seller, each Seller all of the InterestsInterests as set forth on Appendix I, in each case, free and clear of any Liens, in exchange for all Liens (other than restrictions under the Transaction ConsiderationSecurities Act and state securities Laws).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Revolution Lighting Technologies, Inc.)

AutoNDA by SimpleDocs

Purchase and Sale of Interests. Upon the terms On and subject to the terms and conditions set forth in of this Agreement and the Transaction DocumentsAgreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, each Seller agrees to sell, assign, convey, deliver and transfer the Interests held by such Seller to Buyer at Closing free and deliver to Buyerclear of any and all Liens, and Buyer agrees to purchase and accept acquire the Interests from Seller, all of the Interests, free and clear of any Liens, each Seller in exchange for the Transaction Considerationconsideration specified in this Section 2.

Appears in 1 contract

Samples: Interest Purchase Agreement (NXT-Id, Inc.)

Purchase and Sale of Interests. Upon the terms and subject to the conditions set forth in this Agreement and the Transaction DocumentsAgreement, and in reliance on the representations, warranties and covenants contained herein, at the Closing, Seller agrees to sell, assign, convey, transfer and deliver to Buyer, and Buyer agrees to purchase and accept from Seller, all of the Interests, free and clear of any Liens, in exchange for a cash amount equal to the Transaction Closing Cash Consideration, subject to adjustment pursuant to Section 1.4.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Cornerstone Building Brands, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.