Purchase and Sale of Subject Interests Clause Samples
Purchase and Sale of Subject Interests. At the Closing, as defined at Section 6.1 below, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to Purchaser, the Subject Interests, free and clear of any and all liens, claims, security interests, rights of first refusal, options, warrants, charges, pledges, voting agreements, trusts, restrictions of any nature, or other encumbrances of any nature whatsoever (“Encumbrance(s)”), other than such encumbrances to which the Subject Interests are subject pursuant to the terms of that certain Amended and Restated Limited Partnership Agreement, as amended by the “First Amendment”, a copy of which is attached hereto as Exhibit 1.1, dated as of the Closing Date (as defined at Section 6.1 below) (collectively, the “Amended and Restated Limited Partnership Agreement”) (the “Permitted Encumbrances”). EXHIBIT 1.1.1 CLOSING STATEMENT
Purchase and Sale of Subject Interests. Upon the terms set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey 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 Subject Interests, free and clear of all Liens (other than Liens arising under the Organizational Documents of the Company and Liens relating to the transferability of securities arising under applicable securities Laws and Liens
Purchase and Sale of Subject Interests. Subject to the ----------- -------------------------------------- terms and conditions set forth in this Agreement, at the Closing:
(a) MNHP shall convey, assign and transfer to Buyer the MNHP General Partnership Interest, free and clear of all Liens;
(b) NHA shall convey, assign and transfer to Buyer the NHA Limited Partnership Interest, free and clear of all Liens;
(c) Buyer shall pay to the Sellers the Purchase Price in accordance with Section 8.3, subject to adjustment as provided in Section 8.3(b)(iii); and
(d) Buyer shall either (i) pay in full the principal indebtedness of MNH, all interest accrued thereon and any other amounts otherwise due arising under that certain Loan Agreement, dated as of March 31, 1992, among MNH, Toronto-Dominion Bank and the other banks named therein (the "BANKS"), The Bank of New York, The First National Bank of Chicago and NationsBank of Texas, N.A., as co-agents (the "BANK CO-AGENTS"), and Toronto-Dominion Bank Trust Company as agent (the "BANK AGENT") for the Banks and the Co-Agents, including any security or other agreements entered into pursuant thereto, in each case, as amended (collectively, the "MNH LOAN AGREEMENT") or (ii) deliver to the Sellers releases duly executed by the Banks, the Co-Agents and the Agent in favor of the Sellers releasing the Sellers from any liability under the MNH Loan Agreement and the other agreements and instruments delivered in connection with the MNH Loan Agreement.
Purchase and Sale of Subject Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing:
(a) MNHP shall convey, assign and transfer to Buyer the MNHP General Partnership Interest, free and clear of all Liens;
Purchase and Sale of Subject Interests