Purchase and Sale of the Partnership Interests Clause Samples
The 'Purchase and Sale of the Partnership Interests' clause defines the terms under which one party agrees to sell, and another party agrees to buy, ownership interests in a partnership. This clause typically outlines the specific interests being transferred, the purchase price, and any conditions that must be met for the transaction to proceed, such as obtaining necessary approvals or satisfying due diligence requirements. Its core function is to provide a clear framework for transferring partnership ownership, thereby ensuring both parties understand their rights and obligations and reducing the risk of disputes over the sale process.
Purchase and Sale of the Partnership Interests. On the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, transfer and deliver to the Purchaser, free and clear of all Liens (other than Liens created by the Purchaser or its Affiliates and restrictions on transfers imposed by applicable Law), and the Purchaser shall purchase, acquire and accept from the Seller, the Partnership Interests for an aggregate purchase price equal to the Purchase Price, payable as set forth below.
Purchase and Sale of the Partnership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, (i) United shall cause Covia to sell, and Covia shall sell to the Purchaser, and the Purchaser shall purchase from Covia, the Covia Partnership Interest, (ii) USAW shall cause USAM to sell, and USAM shall sell to the Purchaser, and the Purchaser shall purchase from USAM, the USAM Partnership Interest, and (iii) Air Canada shall cause Resnet to sell, and Resnet shall sell to the Purchaser, and the Purchaser shall purchase from Resnet, the Resnet Partnership Interest.
Purchase and Sale of the Partnership Interests. 8 2.1 Basic Transaction ............................................................................8 2.2
Purchase and Sale of the Partnership Interests. Subject to and on the terms and conditions hereinafter set forth, Seller agrees to sell, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase, acquire and accept from Seller, the Partnership Interests and the Shortfall Loans free and clear of any and all security interests, claims, charges, liens and encumbrances of any kind and nature (collectively, "Encumbrances").
Purchase and Sale of the Partnership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Partnership Interest free and clear of all Liens. The purchase and sale of the Partnership Interest is referred to in this Agreement as the "Acquisition."
Purchase and Sale of the Partnership Interests. (a) Notwithstanding anything to the contrary in this Agreement, on the Closing Date, subject to the other terms and conditions of this Article XII, in lieu of Buyer acquiring direct title to the LP Properties, HCP agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from HCP, the Partnership Interests, with no reduction or modification of the Purchase Price and the Allocated Purchase Price of the LP Properties shall be treated as the Allocated Purchase Price of the Partnership Interests in the Limited Partnership.
(b) All of the provisions of this Agreement applicable to the purchase of the Properties shall apply, to the extent applicable, to the purchase of the Partnership Interests in the Limited Partnerships, except as follows:
Purchase and Sale of the Partnership Interests. At the Closing and on the terms and subject to the conditions set forth in this Agreement: (i) Gypsum shall sell, transfer, convey, deliver and assign to TIN, and TIN shall purchase from Gypsum the GP Interest, free and clear of all Liens other than Permitted Restrictions, for the consideration provided herein; and (ii) MGC shall sell, transfer, convey, deliver and assign to TGC, and TGC shall purchase from MGC the LP Interest, free and clear of all Liens other than Permitted Restrictions, for the consideration provided herein.
Purchase and Sale of the Partnership Interests