PURCHASE AND SALE Purchase and Sale Sample Clauses

PURCHASE AND SALE Purchase and Sale. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, the Company shall issue and sell to each Purchaser, and each Purchaser shall, severally and not jointly, purchase from the Company, such number of Shares set forth opposite their respective names on Exhibit A, at a price per Share equal to $15.02 (the “Price Per Share” and the total purchase price for the Shares, the “Shares Purchase Price”).
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PURCHASE AND SALE Purchase and Sale. Subject to the terms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller the following property (collectively, the “Property”):
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PURCHASE AND SALE Purchase and Sale. 2.1 The Vendor will sell, assign and transfer to the Purchaser, and the Purchaser will purchase from the Vendor, at the Closing Time, the Purchased Assets free and clear of all Encumbrances, for the Purchase Price.
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PURCHASE AND SALE Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, at the closing provided for in Section 1.10 hereof (the "Closing") and except as otherwise specifically provided in this Article 1, Seller shall grant, convey, sell, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire from Seller, all right, title and interest of Seller in and to (a) the business of Seller as a going concern and (b) except for the Excluded Assets (as hereinafter defined), all of the assets, properties and rights of Seller of every kind and description, tangible and intangible, wherever situated (which business, assets, properties and rights are hereinafter collectively referred to as the "Assets"), free and clear of all mortgages, liens, pledges, security interests, charges, claims, restrictions and encumbrances of any nature whatsoever, except Assumed Liabilities (as hereinafter defined).
Sample 1
PURCHASE AND SALE Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Paramount Parks Shares. The total consideration for the sale of the Paramount Parks Shares to Purchaser shall equal: $1,243,200,000 (the "Base Purchase Price"); minus the amount of Indebtedness of the Companies, the Company Subsidiaries, Holdco, Interco and Newco outstanding immediately prior to the Closing (including the amount required to pay in full all such Indebtedness) but not otherwise included in the Purchase Price under (iv) below ("Closing Debt"); plus all Cash and Cash Equivalents of the Companies and the Company Subsidiaries immediately prior to the Closing ("Closing Cash"); minus $1,000,000 for each day during the month of July 2006 that the Closing is delayed beyond July 1, 2006; and plus the amount, if any, by which the Adjusted Working Capital Amount as of the close of business on the Closing Date exceeds the Adjusted December 31 Working Capital Amount, or minus the amount, if any, by which the Adjusted December 31 Working Capital Amount exceeds the Adjusted Working Capital Amount as of the close of business on the Closing Date, subject to adjustment as provided in Sections 2.2 and 2.3 (as adjusted, the "Purchase Price").
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PURCHASE AND SALE Purchase and Sale. At the Closing, on the terms and subject to the conditions set forth in this Agreement, Seller shall sell, transfer, assign, convey and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest in and to the Purchased Equity Interests free and clear of all Liens.
Sample 1
PURCHASE AND SALE Purchase and Sale. Subject to the provisions of this Agreement, as of the Closing, Buyer will purchase, and the Sellers will sell, transfer and assign to Buyer, free and clear of any and all Liens, the Quota. As consideration for the purchase of the Quota, subject to the provisions of this Agreement (including the adjustments and payments set forth in Sections 2.3 and 2.4), at Closing the Buyer shall pay the Sellers an aggregate amount equal to the Estimated Payment (as stated under clause 2.3 (a) below). In addition, as further consideration for the purchase contemplated hereby, following Closing the Sellers shall have the right to receive the Earnout Payments (if any) pursuant to Section 2.7 herein.
Sample 1
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PURCHASE AND SALE Purchase and Sale. Subject to the provisions of this Agreement, as of the Closing, Buyer will purchase, and the Sellers will sell, transfer and assign to Buyer, free and clear of any and all Liens, the Quota. As consideration for the purchase of the Quota, subject to the provisions of this Agreement (including the adjustments and payments set forth in Sections 2.3 and 2.4), at Closing the Buyer shall pay the Sellers an aggregate amount equal to the Estimated Payment (as stated under clause 2.3 (a) below). In addition, as further consideration for the purchase contemplated hereby, following Closing the Sellers shall have the right to receive the Earnout Payments (if any) pursuant to Section 2.7 herein. 2.Effect of the Transaction on Quota. As of the Closing and subject to the provisions of this Agreement, each Seller holding a Quota issued and outstanding as of the Closing shall have the right to receive with respect to the percentage of the same Quota held - as part of the purchase price - (i) an amount at Closing in cash equal to the Pro Rata Portion of the Estimated Payment, plus (ii) any payments required to be made following Closing in respect of such Quota in accordance with Sections 2.4 and 2.7. 3.
Sample 1
PURCHASE AND SALE Purchase and Sale. Subject to the terms and conditions hereof, Xxxxxx agrees to sell and transfer the Equity Interests to Buyer, and Xxxxx agrees to purchase the Equity Interests from Seller, in each case free and clear of any liens, pledges, encumbrances, hypothecations or other claims of any kind or nature excepting only restrictions on transfer imposed by federal and state securities Laws.‌
Sample 1

Related to PURCHASE AND SALE Purchase and Sale

  • Purchase and Sale Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto the principal amount of the Securities set forth opposite such Underwriter’s name in Schedule II hereto.

  • The Purchase and Sale On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase, acquire and accept from the Seller, and the Seller shall sell, transfer, assign and deliver to the Purchaser, the Company Interests, free and clear of all Liens (other than Liens created by Parent or Purchaser).

  • Purchase and Sale Closing 19 Section 2.1 Purchase and Sale of Acquired Assets 19 Section 2.2 Excluded Assets 20 Section 2.3 Assumption of Assumed Liabilities 22 Section 2.4 Excluded Liabilities 23 Section 2.5 Purchase Price 25 Section 2.6 Certain Adjustments to Base Purchase Price 25 Section 2.7 Proration 28 Section 2.8 Allocation of Purchase Price 30 Section 2.9 Closing 30 Section 2.10 Deliveries by Seller at Closing 30 Section 2.11 Deliveries by Buyer at Closing 32 Section 2.12 Guaranties 34 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 34 Section 3.1 Organization and Existence 34 Section 3.2 Authority and Enforceability 34 Section 3.3 No Conflicts; Consents and Approvals 34 Section 3.4 Legal Proceedings 35 Section 3.5 Compliance with Laws; Permits 35 Section 3.6 Title to Acquired Assets 36 Section 3.7 Assets Used in Operation of the Facilities 36 Section 3.8 Material Contracts 37 Section 3.9 Insurance 39 Section 3.10 Taxes 39 Section 3.11 Environmental Matters 39 Section 3.12 Employment and Labor Matters 40 Section 3.13 Employee Benefit Plans 42 Section 3.14 Condemnation 42 Section 3.15 Financial Information 42 Section 3.16 Absence of Certain Changes 43 Section 3.17 Real Property 43 Section 3.18 Regulatory Status 44 Section 3.19 Brokers 44 Section 3.20 Complete Copies 44 Section 3.21 Capacity Markets; Winter Reliability Program 44 Section 3.22 Exclusive Representations and Warranties 45

  • Purchase and Sale; Purchase Price (a) Subject to the terms and conditions set forth herein, the Company shall issue and sell and the Purchaser shall purchase an aggregate principal amount of One Million Dollars ($1,000,000) (the "Purchase Price") of the Debentures, of which Five Hundred Thousand Five Hundred Dollars ($500,000) shall be attributable to the Debenture A and Five Hundred Thousand Dollars ($500,000) shall be attributable to the Debenture B. The Debentures shall have the respective rights, preferences and privileges as set forth in the respective Debentures annexed as EXHIBIT A-1 and EXHIBIT A-2.

  • Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with Subsection 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Subsection 2.2.

  • Purchase and Sale of the Units At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer, deliver and convey to the Buyer, free and clear of any Liens, and the Buyer shall purchase, accept and acquire from the Seller, the Units.

  • 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 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 of Units The Purchaser hereby subscribes for and purchases from the Company, and the Company hereby issues and sells to the Purchaser, 20,000 units (the “Initial Units”) at a purchase price of approximately $.004348 per Initial Unit for an aggregate purchase price of $86.84. Each Initial Unit consists of one share of Common Stock and one warrant (an “Initial Warrant”) to purchase one additional share of Common Stock for $7.00 in accordance with the terms of the Warrant Agreement to be entered into by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, which shall be substantially in the form attached hereto as Exhibit A (the “Warrant Agreement”). The Initial Units, together with the underlying Common Stock and the Initial Warrants, are referred to herein as the “Securities.”

  • Purchase and Sale of Shares Closing Subject to the terms and conditions of this Agreement, the Company agrees to sell to Purchaser at the Closing, and Purchaser agrees to purchase from the Company at the Closing, 10,000,000 shares of Common Stock (the “Shares”), at a price per share of $6.00 (the “Purchase Price”). Subject to the satisfaction or waiver of the covenants and conditions set forth in Sections 2.3 and 2.4, the Closing shall occur on the date hereof at the offices of Xxxxxxxx & Xxxxxxxx or such other location as the parties shall mutually agree.

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