Purchase and Sale of the Purchased Interest. 1.1 Purchase and Sale of the Purchased Interest. Upon the terms and conditions hereinafter set forth, Xxxxxx agrees to sell, transfer, convey, assign and deliver to the Purchaser or its assignee(s), and the Purchaser or its assignee(s) agrees to purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to one hundred percent (100%) of the Purchased Interest. The transfer of ownership of the Purchased Interest shall be evidenced by that certain Assignment and Assumption Agreement in the form as attached hereto as "Exhibit A" (the "Assignment") to be executed by Seller and Purchaser and delivered on the Closing Date (hereinafter defined).
Purchase and Sale of the Purchased Interest. 11 Section 1.01 Purchase and Sale. 11 Section 1.02 Payments to Investor. 11 Section 1.03 Payments to Company. 12 Section 1.04 No Assumed Obligations. 13
Purchase and Sale of the Purchased Interest. Upon the terms and subject to the conditions, representations, warranties and agreements contained in this Agreement, at the Closing (as defined below) and effective as of the Effective Date, Purchaser shall purchase the Purchased Interest from Seller, and Seller shall sell, assign, convey, transfer and deliver the Purchased Interest to Purchaser, free and clear of all liens, options, claims, charges, restrictions and other encumbrances.
Purchase and Sale of the Purchased Interest. As of the Effective Date the Seller is selling, delivering, and conveying to the Buyer, and the Buyer is purchasing from the Seller, the Purchased Interest and all rights thereto or evidenced thereby, including all rights to receive and share in distributions thereon, free from any liens or encumbrances whatsoever. Contemporaneously with execution and delivery of this Agreement, the Seller is delivering to the Buyer (the “Seller Closing Deliverables”): certificates representing the Purchased Interest, endorsed (or accompanied by signed stock powers) for transfer to the Buyer; a certificate of an officer of the Seller certifying that attached thereto are true and complete copies of (A) the Acquired Company’s articles of organization and all amendments, (B) the Acquired Company’s bylaws and all amendments, and (C) all resolutions adopted by the board of directors and shareholders of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; a tax clearance letter issued by the State of [_____]; and the resignation of the Seller as an officer[ or manager] of the Acquired Company. Contemporaneously with execution and delivery of this Agreement, the Buyer delivering to the Seller (the “Buyer Closing Deliverables”): the Closing Cash, as provided in section 2; and [_____].
Purchase and Sale of the Purchased Interest
