Purchase and Sale of Purchased Interest. Upon payment of by Elk Creek of $5,000,000 in cash, plus the offset of $12,000,000 in unpaid advance royalty payments payable by Xxxxxxxxx Coal Company, Inc. to Ceralvo Resources, LLC, Western Diamond and Western Land hereby jointly agree to indirectly convey to Elk Creek, an undivided interest in the Subject Assets equal to the Purchased Interest, as further described herein. The parties hereby agree that for purposes of determining the Subject Assets that are subject of the Purchased Interest the aggregate fair market value of the Subject Assets is $255,797,388.
Purchase and Sale of Purchased Interest. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall (and shall cause Seller Holdco to) sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller and Seller Holdco, the Purchased Interest, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws.
Purchase and Sale of Purchased Interest. (a) Subject to the terms and conditions of this Agreement, including Section 2.07(c) and Section 6.02, on the Effective Date, Seller hereby sells, assigns, transfers and conveys to Purchaser and Purchaser hereby purchases, acquires and accepts from Seller all of Seller’s right, title and interest in, to and under the Purchased Interest, free and clear of any and all Liens. The purchase price for the Purchased Interest shall be the Closing Payment.
Purchase and Sale of Purchased Interest. 2.1Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, Buyer and/or its permitted assign(s) will purchase the Purchased Interest from the Company and the Company will sell all of its right, title and interest in the Purchased Interest to Buyer, free and clear of all Liens.
Purchase and Sale of Purchased Interest. Section 2.01
Purchase and Sale of Purchased Interest. Subject to the terms and conditions set forth in this Agreement and simultaneously with the execution and delivery of this Agreement (the “Closing”), the Seller is hereby selling, conveying, assigning, transferring and delivering to the Buyer, and the Buyer is hereby purchasing, units representing membership interests comprising, immediately following the Closing, fifty percent (50%) of the aggregate outstanding membership interests in the Company (collectively, the “Purchased Interest”), free and clear of any and all liens, adverse claims, options, security interests, restrictions, pledges, mortgages, charges, encumbrances and third party rights of any kind or nature whatsoever, whether arising by Contract (as hereinafter defined in Section 4.2), operation of law or otherwise (collectively, “Liens”), other than Liens created by the Operating Agreement.
Purchase and Sale of Purchased Interest. 2 Section 2.1 Purchase and Sale of Purchased Interest 2 Section 2.2 Issuance of Xxxxxx Certificate; Payment of Original Certificate Amount 2 Section 2.3 Voluntary Termination of Commitment or Reduction of Program Amount; Increase in Program Amount 2 Section 2.4 Increase of Certificate Amount 3 Section 2.5 Additional Accounts 3 Section 2.6 Removal of Accounts; Removal of Inactive Accounts 5 Section 2.7 Special Removal of Accounts 6 Section 2.8 Commercial Paper 7 Section 2.9 Clean-Up Option 7 ARTICLE III
Purchase and Sale of Purchased Interest. By execution of this Agreement, HSB does hereby assign, transfer and convey to the Company, and the Company does hereby purchase and accept, without recourse, a fractional undivided interest in all of its right, title and interest in, to and under (i) all Receivables now existing or hereafter created and arising under Accounts, (ii) all now existing or hereafter arising instruments, documents, agreements, books and records relating to the foregoing (including, without limitation, computer tapes and disks on which data relating to the Transferred Property is stored, but excluding computer hardware and proprietary or licensed software), (iii) all Merchant Fees remitted by the Seller to the Collection Account, (iv) all Recoveries, (v) all monies due or to become due with respect to the foregoing and (vi) all proceeds (as defined in Section 9-306 of the Uniform Commercial Code) of the foregoing (the "Transferred Property"). The foregoing conveyance constitutes a purchase and assumption of the Transferred Property only and does not constitute an assumption by the Company of any obligations of HSB, the Servicer or any other Person in connection with the Accounts, the Receivables or under any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor. In the event such assignment, transfer and conveyance is not deemed to be a sale of the Transferred Property by HSB to the Company, HSB hereby grants to the Agent for the benefit of the Company a security interest in the Transferred Property. HSB hereby further grants to the Agent for the benefit of the Company a security interest in the Cash Collateral Account and any amounts on deposit therein. This Agreement shall be deemed to constitute a security agreement (as defined in Section 9-105(1)(1) of the Uniform Commercial Code). Section 2.2
Purchase and Sale of Purchased Interest. Subject to the terms and conditions set forth in this Agreement, as of the Effective Date the Sellers shall and do hereby sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, accept, acquire and take assignment and delivery of the Purchased Interest. The purchase price for the Purchased Interest shall be THREE HUNDRED FORTY THOUSAND (USD$340,000.00) US DOLLARS (the "Purchase Price");
Purchase and Sale of Purchased Interest
