PURCHASE AND SALE OF SELLER'S INTEREST Sample Clauses

PURCHASE AND SALE OF SELLER'S INTEREST. Under the terms and conditions set forth in this Agreement, Seller agrees to transfer, convey, assign and sell to Purchaser and the Purchaser agrees to purchase and acquire, in accordance with the provisions hereof, all of Seller's right, title and interest in and to its joint venture interest in the Joint Venture ("Seller's Interest"). Seller's Interest so being transferred, sold and conveyed pursuant to this Agreement includes but is not limited to its fifty percent (50%) joint venture interest in the assets and properties of the Joint Venture which are substantially comprised of the Joint Venture Big O Stores, as follows: (i) the tangible assets and property of the Joint Venture wherever located including, without limitation, all units of inventory; all equipment, machinery, tools, replacement parts, fixtures, trade fixtures, computers and computer programs, sales materials and catalogs, displays, telephone equipment, office equipment, supplies and furniture, gas, oil and grease, leasehold improvements, and signage; (ii) accounts receivable; (iii) goodwill, going concern value and other intangible assets, including, without limitation, but subject to the intellectual and proprietary rights of Big O Tires, Inc., the names of each of the Joint Venture Big O Stores and all variations and derivations thereof; the telephone numbers; and all rights pertaining to customer accounts, customer sales and service orders, commercial accounts and customer lists; (iv) the franchises duly issued by Big O Tires, Inc. with respect to each of the Joint Venture Big O Stores, (a listing of each of such franchises is set forth on EXHIBIT B, attached hereto) and all other approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and governmental agencies in connection with the Joint Venture's businesses (the Joint Venture Big O Stores); (v) all leasehold rights and obligations with respect to each of the premises upon which the Joint Venture Big O Stores and offices of the Joint Venture are located (collectively, the "Leases"); (vi) all books and records pertaining to the Joint Venture and its businesses (the Joint Venture Big O Stores), provided that Seller shall have access to such books and records and copies thereof as provided herein; (vii) subject to the provisions of Sections 2 and 3 below, all rights and obligations with respect to any equipment leases, tangible property subject to a conditional sale, ins...
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PURCHASE AND SALE OF SELLER'S INTEREST. This Agreement shall govern all aspects of the purchase by Buyer of each Seller's Interest and shall be in lieu of any terms and conditions set forth in the LLC Agreement or any other agreement concerning all or any portion of such Seller's Interest. The Buyer and Sellers acknowledge that a portion of each Seller's Interest is comprised of the Common Units held by the respective Sellers and that the Common Units have no value. The Buyer and Sellers further acknowledge that the portion of the Purchase Price allocated to such Common Units shall be $1. Subject to the terms and conditions of this Agreement, Seller shall sell and transfer to Buyer, and Buyer shall purchase from Seller, the Seller's Interest. As consideration for both Sellers' Interests, Buyer shall pay to Sellers the total combined purchase price of $14,062,500 ("Purchase Price") in accordance with the schedule set forth below: Amount of Payment Date of Payment ----------------- --------------- $ 3,500,000 Upon Closing 7,000,000 On or before December 31, 2001 3,562,500 On or before March 31, 2002 All payments shall be made by wire transfer to an account identified by Sellers or to more than one account in amounts as identified by Sellers. If any portion of the Purchase Price shall not be paid when due, all amounts remaining unpaid shall become immediately due and payable. Thereafter, interest shall accrue on all outstanding amounts at the rate of 1.5% per month.
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PURCHASE AND SALE OF SELLER'S INTEREST 
Sample 1

Related to PURCHASE AND SALE OF SELLER'S INTEREST

  • Purchase and Sale of Acquired Assets At the Closing and subject to the terms and conditions of this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, free and clear of all Encumbrances, other than Permitted Encumbrances, and Buyer shall purchase, acquire, take assignment and delivery from Seller, of all of the right, title and interest of Seller in and to the Acquired Assets, as specified below.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of Purchased Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser the Purchased Assets pursuant to the Xxxx of Sale.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of the Interests Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.

  • Purchase and Sale of the Units Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall severally sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, all of the Units, and the Purchaser shall purchase the Units, free and clear of any Encumbrances.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and

  • Purchase and Sale Closing (a) Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Bank agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter agrees, severally and not jointly, to purchase from the Bank the respective principal amount of the Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.600% of the principal amount of the Securities. The Bank will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. The Bank understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Bank acknowledges and agrees that the Underwriters may offer and sell the Securities to or through any affiliate of an Underwriter, provided that any such affiliate agrees to be bound by the representations, warranties and agreements of the Underwriters set forth in this Agreement, and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter.

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