Purchase and Sale Transactions. (a) In executing transactions with respect to the Collateral (other than Portfolio Investments originated by Sierra Income Corporation which are subject to Section 3(b) below), the Portfolio Manager will use reasonable efforts to obtain the best execution but has no obligation to obtain the lowest prices available. The Portfolio Manager may choose to execute transactions utilizing electronic trading platforms and may incur incidental fees as a result, if in the Portfolio Manager’s reasonable business judgment, electronic execution will improve execution quality. In pursuit of best execution, the Portfolio Manager may take into consideration all factors the Portfolio Manager reasonably determines to be relevant, including the provision by the broker of services of value to the Portfolio Manager in managing accounts for itself, its Affiliates and others. Such services may be used in connection with the other proprietary or advisory activities or investment operations of the Portfolio Manager and/or its Affiliates. The Portfolio Manager may aggregate sales and purchase orders placed with respect to the Collateral with similar orders being made simultaneously for itself, its Affiliates or other Clients taking into consideration the availability of purchasers or sellers, the selling or purchase price, brokerage commissions or xxxx-ups or xxxx-xxxxx and other expenses. If any such aggregated order is not filled at the same price, such order may be allocated on an average price or other appropriate basis. However, no provision in this Agreement shall require the Portfolio Manager or any of its Affiliates to execute orders as part of concurrent authorizations or to aggregate sales. In the event that a sale or purchase of a Portfolio Investment occurs as part of any aggregate sale or purchase order (other than Portfolio Investments originated by Sierra Income Corporation which are subject to Section 3(b)), the objective of the Portfolio Manager shall be to allocate the executions among itself, its Affiliates and the relevant Clients in a manner reasonably believed by the Portfolio Manager to be equitable over time for the Clients involved (taking into account, among other factors, the constraints imposed by the Loan Agreement on the Borrower). The Portfolio Manager and its Affiliates may also at certain times simultaneously seek to purchase or dispose of Collateral for the Borrower, themselves and/or their other Clients. Subject to applicable law and the requiremen...
Purchase and Sale Transactions. On and subject to the terms and conditions of this Agreement:
Purchase and Sale Transactions. 1.1 The Murabaha Deposits shall operate in accordance with the Shariah concept of Murabaha pursuant to which we shall, from time to time purchase Commodities from you on a deferred payment basis.
Purchase and Sale Transactions. Each of the Purchase and Sale Transactions shall have occurred prior to the Closing.
Purchase and Sale Transactions. 2.1 Purchase of X1 Conveyed TIC Interests, X2 Conveyed TIC Interest and LLC Interests in CB Greece Project Entity. Provided that the Closing, as such term is defined in the Exchange Agreement, has occurred, then simultaneously with such Closing (i) PAC shall purchase from AHC Exchange Entity I and AHC Exchange Entity I shall sell to PAC good and marketable fee simple absolute title to the X1 Conveyed TIC Interests, (ii) PAC shall purchase from AHC Exchange Entity II and AHC Exchange Entity II shall sell to PAC the X2 Conveyed TIC Interest, and (iii) PAC shall purchase from AHC and AHC shall sell to PAC good and marketable title to the CB Greece Conveyed LLC Interest, in each case subject only to the applicable Liens and Lease, for an aggregate purchase price of one million five hundred forty seven thousand nine hundred sixty nine dollars ($1,547,969) (the "Purchase Price"). The Purchase Price shall be paid as follows: (a) nine hundred ninety seven thousand nine hundred sixty nine ($997,969) (the "Purchase Price Cash Payment") shall be paid in cash to or as directed by AHC and the AHC Exchange Entities at the Closing, of which $800,000 shall be deposited by PAC into the Key Cash Collateral Account for the account of the AHC Exchange Entities and (b) five hundred fifty thousand dollars ($550,000) shall be paid by the delivery by PAC at Closing to or as directed by AHC and the AHC Exchange Entities of the Purchase Note in the principal amount of $550,000 and having the terms described herein and in the definition of Purchase Note in Appendix A hereto (the "Purchase Note"). The Purchase Note shall be secured as described in the PAC Collateral Assignment Agreement.
Purchase and Sale Transactions. 1 1.2. Excluded Assets.............................................................................2 1.3.
Purchase and Sale Transactions. On the terms and subject to the conditions set forth in this Agreement, Allied shall, on or contemporaneous with the Closing Date: (A) first, cause the Formation of the Company, (B) then, sell, contribute, transfer, set over, deliver and assign to the Company all of the Purchased Assets, subject only to the Assumed Liabilities and the Permitted Exceptions, lease and sublease certain of the Excluded Assets to the Company but retain all other Excluded Assets, and (C) then, in consideration of the Purchase Price, sell and assign to Crown the Interests, free and clear of all Liens.
Purchase and Sale Transactions. The Seam’s International System is a market for entering into bilateral Purchase and Sale Transactions of non-U.S. cotton and/or U.S. cotton sold for export between Approved Counter parties. The Seam will maintain the anonymity of each User until a Match is made. Once a Match occurs, the Seam will disclose to each party to the Purchase and Sale Transaction the identity of the other User. User must perform any Purchase and Sale Transaction matched with an Approved Counter party. Approved Counter parties may only be deleted prior to a match. All Purchase and Sale Transactions shall be made pursuant to, governed, performed and/or settled in accordance with this User Agreement, the Seam International Rules, and the terms of the Purchase and Sale Transaction. In the case of a conflict between the express terms of a Purchase and Sale Transaction and these rules, the express terms of the Purchase and Sale Transaction shall govern the obligations of the Users to one another. The obligations owed by the parties to the Seam and the Seam’s obligations to the parties may not be changed by the Users without the express consent of the Seam. The Seam shall not be a party to any Purchase and Sale Transaction. The Seam International User Agreement Rev. 1.6 9/2/2005
Purchase and Sale Transactions. 16 Section 2.1 Purchase and Sale of the Subject Interests 16 Section 2.2 Purchase Price 16 Section 2.3 Post-Closing Adjustment 17 Section 2.4 Closing Transactions 19 Section 2.5 Conditions to the Obligations of the Parties 20 Section 2.6 Tax Treatment; Purchase Price Allocation 23 ARTICLE III REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES 24 Section 3.1 Organization; Authority; Enforceability 24 Section 3.2 Noncontravention 24 Section 3.3 Capitalization 25 Section 3.4 Subsidiaries 25 Section 3.5 Financial Statements 26 Section 3.6 No Material Adverse Effect 27 Section 3.7 Absence of Certain Developments 27 Section 3.8 Real Property; Rights-of-Way 29 Section 3.9 Tax Matters 30 Section 3.10 Contracts 32 Section 3.11 Proprietary Rights 33 Section 3.12 Litigation 35 Section 3.13 Brokerage 35 Section 3.14 Benefit Plans 35 Section 3.15 Labor Relations; Employee Matters 37 Section 3.16 Insurance 37 Section 3.17 Compliance with Laws; Permits 38 Section 3.18 Environmental Matters 38 Section 3.19 Title to and Sufficiency of Assets 39 Section 3.20 Condition of Assets 39 Section 3.21 Affiliate Transactions 39 Section 3.22 Minutes of the Acquired Entities 39 Section 3.23 Exclusive Representations and Warranties 39 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS 40 Section 4.1 Organization; Authority; Enforceability 40 Section 4.2 Noncontravention 40 Section 4.3 Ownership 41 Section 4.4 Litigation 41 Section 4.5 Brokerage 41 Section 4.6 Exclusive Representations and Warranties 41 ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYERS 41 Section 5.1 Organization; Authority; Enforceability 42 Section 5.2 Noncontravention 42 Section 5.3 Brokerage 42 Section 5.4 Litigation 42 Section 5.5 Solvency 42 Section 5.6 Investment Intent 43 Section 5.7 Funds 43 Section 5.8 Customers and Suppliers 43 Section 5.9 Disclaimer Regarding Projections 44 Section 5.10 Exclusive Representations and Warranties 44 ARTICLE VI ADDITIONAL AGREEMENTS 44 Section 6.1 Interim Covenants 44 Section 6.2 Antitrust Laws 48 Section 6.3 R&W Insurance Policy 50 Section 6.4 Casualty and Condemnation 50 Section 6.5 Certain Tax Matters 51 Section 6.6 Press Release 54 Section 6.7 Expenses 54 Section 6.8 Further Assurances 54 Section 6.9 Mutual Release 54 Section 6.10 Directors and Officers 55 Section 6.11 Access to Books and Records 56 Section 6.12 Insurance 56 Section 6.13 Employee Matters 56 Section 6.14 Credit Support Obligations 58
Purchase and Sale Transactions a. At the Closing, Seller agrees to sell, transfer, assign, convey and deliver to Buyer, and Buyer agrees to purchase and accept, all right, title and interest in and to the Stock, free and clear of any Liens.
