Common use of Purchase and Sale of the Interests Clause in Contracts

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.

Appears in 3 contracts

Samples: Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO LLC), Limited Liability Company Purchase Agreement (Macquarie Infrastructure CO Trust), Limited Liability Company Purchase Agreement (Macquarie Infrastructure Assets LLC)

AutoNDA by SimpleDocs

Purchase and Sale of the Interests. Upon At the Closing, on the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfertransfer and convey to the Buyer, convey and deliverthe Buyer shall purchase and acquire from the Seller, all of the Seller’s rights, title and interest in and to the Interests free and clear of all Encumbrances Liens (other than Liens in effect on or prior to the Closing Date that will be released upon payment of the Purchase Price and restrictions on transfer of securities that may be imposed by applicable state and or federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the InterestsLaws).

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (American Midstream Partners, LP), Membership Interest Purchase Agreement (Green Plains Inc.)

Purchase and Sale of the Interests. Upon Subject to the terms and subject to the conditions of this Agreement, at the ClosingClosing (a) Buyer shall purchase from Seller, the and Seller shall sell, assigntransfer and deliver to Buyer, transfer, convey and deliverthe Interests, free and clear of all any Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interestsunder Securities Laws), and (b) Buyer shall pay by Wire Transfer to Seller an amount in cash equal to $562,000,000 (the Purchaser shall purchase the Interests“Purchase Price”).

Appears in 2 contracts

Samples: Purchase and Sale Agreement (American Capital, LTD), Purchase and Sale Agreement (American Capital Agency Corp)

Purchase and Sale of the Interests. Upon (a) Subject to the terms and subject to the conditions of this Agreement, the Purchaser shall acquire at the Closing and the Sellers shall sell to the Purchaser at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of any mortgage, pledge, lien, conditional sale agreement, security agreement, transfer restriction, encumbrance or other charge (collectively, “Liens”), all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, Interests in exchange for the Interests, and the Purchaser shall purchase the Interestsconsideration specified below in this Section 1.1.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Tabula Rasa HealthCare, Inc.), Membership Interest Purchase Agreement (Tabula Rasa HealthCare, Inc.)

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 deliverdeliver to Buyer, and Buyer shall purchase from Seller, the Interests free and clear of all Encumbrances (other than restrictions on transfer of Encumbrances arising under federal and state securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the InterestsLaws).

Appears in 2 contracts

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

AutoNDA by SimpleDocs

Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at At the Closing, the Seller Sellers shall sell, assignconvey, transfer, convey assign and deliverdeliver to Buyer and Buyer shall purchase, acquire and accept delivery from Sellers, all rights, title and interests in and to all of the Interests, in each case free and clear of all Encumbrances Liens (other than restrictions on transfer of securities imposed by securities Laws applicable state and federal to securities laws) to generally), for the Purchaser, the Interests, and the Purchaser shall purchase the Interestsconsideration specified in Section 2.3.

Appears in 1 contract

Samples: Purchase Agreement (Digi International Inc)

Purchase and Sale of the Interests. Upon (a) Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, convey, assign, transfertransfer and deliver to Buyer, convey and deliverBuyer shall purchase, acquire and accept from Seller, the Interests, free and clear of all Encumbrances Liens, for the Purchase Price specified below in Section 2.3 (as adjusted pursuant to Section 2.5) (collectively with the other than restrictions on transfer of securities imposed transactions contemplated by applicable state and federal securities laws) to the PurchaserTransaction Agreements, the Interests, and the Purchaser shall purchase the Interests“Contemplated Transactions”).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Verso Corp)

Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined below), the Seller shall sell, convey, assign, transfertransfer and deliver to Purchaser, convey and deliverPurchaser shall purchase, free acquire and clear of accept from Seller, all Encumbrances (other than restrictions on transfer of securities imposed by applicable state right, title and federal securities laws) interest in and to the Interests. To the extent permissible and allowed by law and contract, and as applicable or beneficial to Purchaser, Seller shall assign and convey any and all rights Seller has against Optigas or others pursuant to the Interests, and the Purchaser shall purchase the InterestsOptigas Transfer.

Appears in 1 contract

Samples: Restricted Account Agreement (GeoMet, Inc.)

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