Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing the Buyer shall purchase, acquire and accept the Shares from the Sellers, and the Sellers shall sell sell, convey, assign and deliver transfer the Shares to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute Liens and together with all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersrights now and hereafter attaching thereto.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer Purchaser shall purchase from Sellers all of each Seller, and each Seller shall sell to Purchaser, the Stock, Sale Shares owned by that Seller free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to (a) Buyer and Sellers hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, Sellers shall sell sell, convey, transfer and deliver assign to Buyer Buyer, and Buyer shall purchase and accept from Sellers Sellers, all of the StockAssets, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject At the Closing, on and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers Seller, and Seller shall sell, convey, assign, transfer and deliver to the Buyer, all of the Outstanding Stock, free and clear of all Encumbrances. At Liens, for the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, consideration specified below in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis Article II.

Purchase and Sale. Subject to On the terms and conditions of set forth in this Agreement, at the Closing, Sellers shall sell the Seller will sell, transfer and deliver to the Buyer, and the Buyer will purchase and Buyer shall purchase acquire from Sellers the Seller, all of the StockAcquired Interests. At the Closing, the Acquired Interests will be sold, transferred and delivered by the Seller free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall Seller will sell and deliver to Buyer Buyer, and Buyer shall will purchase from Sellers all of Seller, the StockCompany Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens and Preemptive Rights.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined in Section 3.1), Sellers each Selling Stockholder shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers each Selling Stockholder, all of the StockShares on the Closing Date, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers the Purchaser shall sell purchase and acquire from the Seller, and the Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers the Purchaser, all of its right, title and interest in and to the StockShares, free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens other than restrictions on transfer generally imposed by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersapplicable securities laws.

Purchase and Sale. Subject to Upon the terms and conditions of contained in this Agreement, at the ClosingClosing (as defined below), the Sellers shall sell sell, assign, transfer and deliver to Buyer the Buyer, and the Buyer shall purchase and acquire from Sellers all of the StockSellers, free and clear of all Encumbrances. At the Closingany Encumbrances (as defined below), each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)issued and outstanding Shares, duly endorsed for transfer or accompanied with each Seller selling such Seller’s Relative Share of the Shares. Each Seller’s “Relative Share” equals the percentage of Shares held by duly executed stock powers.that Seller immediately before the transactions contemplated by this Agreement

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell hereby agree to sell, transfer, convey, assign and deliver to Buyer the Purchaser, with full title guarantee, and Buyer the Purchaser shall purchase acquire and accept from Sellers the Sellers, all and not less than all of the StockShares (including the Shares respectively held by each Seller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the applicable Seller shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers all of the Stockapplicable Seller, the Acquired Company Shares owned by the applicable Seller, free and clear of all Encumbrances. At the Closing, each Liens (other than Permitted Liens or restrictions on transfer in respect of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all Acquired Company Shares that arise out of the StockSecurities Act), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer shall purchase purchase, acquire and accept from Sellers Sellers, all of the StockTransaction Shares, free and clear of all Encumbrances. At Liens and restrictions on transfer (other than restrictions under the Closing, each Securities Act and state securities Laws or state insurance Laws of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stockgeneral applicability), duly endorsed for transfer or accompanied by duly executed stock powersthe consideration specified below in this Section 2.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at on Closing the ClosingSeller shall and hereby agrees to sell, Sellers shall sell assign, convey, transfer and deliver to the Buyer and the Buyer shall purchase directly from Sellers all of the StockSeller, the ADIT Shares, free and clear of all Encumbrances. At the ClosingLiens, each together with all rights of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichnow and hereafter attaching thereto, in the aggregate, shall constitute all consideration of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.following:

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers the Seller, all of the StockSeller’s right, title and interest in and to all of the Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the ClosingClosing (as defined below), Sellers shall will sell and deliver transfer the Interests to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances, and Buyer will purchase the Interests from Sellers. At the ClosingThe Interests shall be conveyed through a Transfer Agreement, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, substantially in the aggregate, shall constitute all form of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersExhibit A attached hereto.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each of the Sellers shall sell sell, convey, assign, transfer and deliver to Buyer the Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and accept from Sellers all each of the StockSellers, the Purchased Shares held by the Sellers (as set forth in Schedule 2.1 hereto), free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, assign, convey, transfer and deliver to Buyer and Buyer shall purchase acquire from Sellers all of Seller, the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens (other than restrictions imposed by such Seller (which, in the aggregate, shall constitute all of the Stockstate and federal securities laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at the ClosingSeller will sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Purchaser, and Buyer shall Purchaser will purchase and accept from Sellers all of Seller, the Stock, Shares free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, Encumbrances as contemplated in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis Article II.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall sell sell, assign, transfer, convey and deliver to Buyer Purchaser and Buyer certain of its Affiliates and Purchaser shall, and shall purchase cause certain of its Affiliates to, purchase, acquire and accept from Sellers all of Sellers, the Stock, free and clear of all Encumbrances. At Interests for the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, consideration specified in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersSection 2.02.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, assign, convey, and deliver to Buyer Buyer, and Buyer shall purchase acquire and accept conveyance from Sellers Seller, all of Seller’s right, title, and interest in and to the StockInterests, free and clear of all Encumbrances. At Liens, other than Permitted Liens, for the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, consideration specified below in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis ARTICLE II.

Purchase and Sale. Subject At the Closing Time, on and subject to the terms and conditions of this Agreement, at the ClosingVendor shall sell, Sellers shall sell transfer and deliver assign to Buyer the Purchaser, and Buyer the Purchaser shall purchase from Sellers the Vendor, all of the StockVendor’s right, title and interest in the Shares and the New Intercompany Receivable, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreementset forth herein, Seller hereby agrees to sell and Buyer hereby agrees to purchase, at the Closing, Sellers all of the Company Shares (the “Acquisition”). At the Closing, Seller shall sell convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, Company Shares free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller Liens (which, in the aggregate, shall constitute all of the Stockincluding Permitted Liens), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockTarget Interests, free and clear of all Encumbrances. At Liens, except for Liens arising under federal and state Securities Laws, arising pursuant to the Closing, each Governing Documents of the Sellers shall deliver to Company or imposed by Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all or any of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersits Affiliates.

Purchase and Sale. Subject to Upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, Closing the Sellers shall will sell and deliver transfer to the Buyer, and the Buyer will purchase and Buyer shall purchase acquire from Sellers the Sellers, all of the Stock, Acquired Interests free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Purchaser the Membership Interests, and Buyer Purchaser shall purchase from Sellers all of purchase, acquire and accept the StockMembership Interests, in each case free and clear of all Encumbrances. At the Closing, each Liens (other than Liens arising as a result of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stockapplicable state or federal securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell Purchaser agrees to purchase from Seller, and Seller agrees to sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all of Purchaser, the StockAcquired Assets, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, assign and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellers all of Seller, the StockInterests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichany Liens, in exchange for the aggregate, shall constitute all of Estimated Purchase Price (minus the Stock), duly endorsed for transfer or accompanied by duly executed stock powersIndemnity Escrow Amount) pursuant to Section 2.02(b) and subject to adjustment as set forth in Section 2.04.

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at the Closing, Sellers shall sell sell, transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase purchase, acquire and accept from Sellers all of Sellers, the StockEquity Interests (as defined herein), free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersother than Liens arising under applicable securities laws.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing on the Closing Date, Sellers the Seller shall sell sell, assign, convey, transfer and deliver to Buyer Purchaser and Buyer Purchaser shall purchase acquire from Sellers all of Seller the StockPurchased Assets, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller Liens (which, in the aggregate, shall constitute all of the Stockother than Permitted Exceptions), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockTarget Interests, free and clear of all Encumbrances. At Liens, except for Liens arising under federal and state securities Laws, arising pursuant to the Closing, each Governing Documents of the Sellers shall deliver Company, arising pursuant to this Agreement or created or imposed by Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all or any of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersits Affiliates.

Purchase and Sale. Subject Upon and subject to the terms and conditions of this Agreement, at the Closingclosing of the purchase and sale of the Company Shares contemplated by this Agreement (the "CLOSING"), Sellers the Seller shall sell sell, transfer, convey, assign and deliver to Buyer the Buyer, and the Buyer shall purchase purchase, acquire and accept from Sellers all of the StockSeller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersCompany Shares.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at Purchaser agrees to purchase and acquire from Seller, and Seller agrees to assign, transfer and convey to Purchaser, the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers all of the StockAcquired Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing and effective as of the Closing Date, Sellers shall sell sell, transfer and deliver to Buyer Buyer, and Buyer shall purchase from Sellers, all right, title and interest of Sellers in and to the Shares and all of the StockSellers’ Options, free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller Liens (which, in the aggregate, shall constitute all of the Stockother than restrictions under applicable securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall will sell to Purchaser, and deliver to Buyer and Buyer shall Purchaser will purchase from Sellers Sellers, all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject As of the Closing, and subject to all of the terms and conditions of this Agreement, at the Closing, Sellers shall sell sell, transfer, convey, assign and deliver to Buyer deliver, and the Buyer shall purchase from Sellers all of purchase, the StockPurchased Assets, free and clear of all Liens (other than Permitted Encumbrances. At ), and the Closing, each of the Sellers Buyer shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute assume all of the StockAssumed Liabilities (which Assumed Liabilities the Buyer shall thereafter pay, discharge and perform, each on a timely basis with regard to its share thereof), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to At the Closing, on the terms and conditions of set ----------------- forth in this Agreement, at the ClosingSeller will sell to Purchaser, Sellers shall sell and deliver to Buyer and Buyer shall Purchaser will purchase from Sellers the Seller, the Purchased Shares, which include all of the Stockrights, free title and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersinterest therein.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, assign, transfer, convey and deliver to Buyer Buyer, and Buyer shall purchase from Sellers all of and acquire, the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of contained in this Agreement, at the Closing, Sellers shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers Sellers, all of the Stock, free and clear shares of all Encumbrances. At the Closing, each common stock of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersCompany.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closingclosing of the purchase and sale of the Group Equity contemplated by this Agreement (the "CLOSING"), Sellers the Seller shall sell sell, transfer, convey, assign and deliver to Buyer the Buyer, and the Buyer shall purchase purchase, acquire and accept from Sellers all the Seller the Membership Interest of the StockLLC Subsidiary, free and clear of all Encumbrances. At the Closing, each Shares of the Sellers shall deliver to Buyer certificates evidencing Corporate Subsidiaries, and the Stock owned by such Seller (which, in the aggregate, shall constitute all LP Interest of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersCompel Subsidiary.

Purchase and Sale. Subject At the Closing, and subject to the terms and conditions of this Agreement, at the Closing, Sellers Vendors shall sell to the Purchaser and deliver to Buyer and Buyer the Purchaser shall purchase from Sellers all of the StockVendors all, free but not less than all, the Shares and clear of all Encumbrances. At the Closing, each of Shareholders’ Loans for the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject to In accordance with the terms and upon the conditions of contained in this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, assign, convey and deliver to Buyer all right, title and Buyer shall purchase from Sellers all of interest in and to the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers Seller, and Seller shall sell, transfer and assign to Buyer, all of the Seller’s Common Stock, free and clear of all Encumbrances. At Liens, subject only to the Closing, each terms of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersBasic Company Agreements.

Purchase and Sale. Subject At the Closing (as defined in Section 1.2) and ----------------- subject to and upon the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer shall purchase from Sellers all of the StockSeller and Seller shall sell, convey, transfer, assign and deliver to Buyer, free and clear of all Encumbrances. At the Closingliens, each encumbrances or other defects of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichtitle, in the aggregate, shall constitute all of the Stockoutstanding shares of Company Capital Stock (the "Shares"), duly endorsed for transfer including ------ all property or accompanied rights issued by duly executed stock powersthe Company with respect to the Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (as defined below) Seller shall sell, Sellers shall sell transfer and deliver to Buyer Buyer, and Buyer shall purchase from Sellers Seller, all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to Buyer and Seller hereby agree that at the Closing, and upon all of the terms and subject to all of the conditions of this Agreement, at the ClosingSeller shall sell, Sellers shall sell convey, transfer and deliver assign to Buyer Buyer, and Buyer shall purchase and accept from Sellers Seller, an undivided 50% interest in all of the StockAssets, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersexcept Permitted Liens.

Purchase and Sale. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at and in reliance on the Closingrespective representations and warranties of the parties hereto, the Sellers shall sell sell, transfer, assign, convey and deliver to Buyer the Buyer, and the Buyer shall purchase from Sellers the Sellers, all of right, title and interest in and to the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver transfer to Buyer Buyer, and Buyer shall purchase and accept from Sellers Sellers, all of the Stock, Shares free and clear of all Encumbrances. At the Closingliens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller claims or other encumbrances (which, in the aggregate, shall constitute all of the Stock“Liens”), duly endorsed for other than restrictions on transfer or accompanied by duly executed stock powersunder applicable securities laws.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and the Buyer shall purchase from Sellers all of the StockSeller and the Seller shall sell, transfer and assign, convey and deliver to the Buyer the Ownership Interests and Real Property, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersas defined herein.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver Buyer agrees to Buyer and Buyer shall purchase from Sellers all of the StockSellers, and the Sellers, as applicable, agree to sell to Buyer, free and clear of all Encumbrances. At Liens, the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at At the Closing, the Sellers shall sell and deliver transfer the Shares to Buyer Purchaser, and Buyer Purchaser shall purchase the Shares from Sellers all of the StockSellers, free and clear of all Encumbrances. At any Liens (the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock“Purchase”), duly endorsed for transfer or accompanied by duly executed stock powersupon the terms and subject to the conditions set forth in this Agreement.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers Vendor shall sell to the Purchaser, and deliver to Buyer and Buyer the Purchaser shall purchase from Sellers the Vendor, as of the Closing all of the StockPurchased Shares, free together with all accrued benefits and clear of all Encumbrances. At the rights attached thereto at Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing the Buyer shall purchase, acquire and accept from the Sellers, and the Sellers shall sell sell, convey, assign and deliver transfer to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, the Partnership Interests, free and clear of all Encumbrances. At the Closing, each Liens and Permitted Liens (other than those Permitted Liens described in clauses (xii) of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichdefinition thereof), in exchange for cash consideration in the aggregate, shall constitute all amount of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreementcontained herein, at the Closing, (i) the Sellers shall sell sell, transfer and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, Company Units free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver Liens to Buyer certificates evidencing and (ii) Buyer shall pay and deliver the Stock owned by such Seller (which, Closing Consideration as provided in this Agreement and shall purchase the aggregate, shall constitute all of Company Units from the Stock), duly endorsed for transfer or accompanied by duly executed stock powersSellers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Closing the Sellers shall sell sell, assign, convey, transfer and deliver to Buyer the Purchaser and Buyer the Purchaser shall purchase acquire from the Sellers all of the Stock, Purchased Assets free and clear of all Encumbrances. At Liens (other than Permitted Exceptions and Liens imposed by the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the StockPurchaser), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and conditions of set forth in this Agreement, at on the Closing, the Purchaser shall purchase and acquire from the Sellers, and the Sellers shall sell sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, free and clear of any and all Encumbrances. At Liens (except for Permitted Liens) the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchased Shares.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver Buyer agrees to Buyer and Buyer shall purchase from Sellers, and Sellers agree to sell to Buyer, all of the StockAcquired Shares, free and clear of any and all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller Liens and restrictions on transfer (which, in the aggregate, shall constitute all of the Stockother than restrictions on transfer under applicable securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers each Seller shall sell and deliver transfer to Buyer Buyer, and Buyer shall purchase and acquire from Sellers each Seller, all of the StockShares held by such Seller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to On the terms and subject to the conditions of contained in this Agreement, at on the ClosingClosing Date, Sellers shall sell and deliver to Buyer and the Buyer shall purchase from the Sellers, and the Sellers all of shall sell, convey, assign, transfer and deliver to the StockBuyer, free and clear of all Encumbrances. At the ClosingLiens and other restrictions whatsoever, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)Sellers’ rights, duly endorsed for transfer or accompanied by duly executed stock powerstitle and interest in and to the Purchased Interest.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall sell sell, convey, assign, transfer, and deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers all of the StockSellers, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller any Liens (which, in the aggregate, shall constitute all of the Stockother than transfer restrictions under securities Laws), duly endorsed for transfer or accompanied by duly executed stock powersthe Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Buyer shall sell purchase the Shares from the Beneficial Holders and the Beneficial Holders shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all or one of its Subsidiaries the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer, assign and deliver convey to Buyer the Buyer, and the Buyer shall purchase purchase, acquire and accept from Sellers all of the StockSeller, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)Seller’s right, duly endorsed for transfer or accompanied by duly executed stock powerstitle and interest in and to the Assigned Royalty Payments.

Purchase and Sale. Subject to On the terms and conditions of set forth in this Agreement, at the Closing, Sellers the Purchaser shall sell purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers the Purchaser, all of the StockSeller's right, title and interest in and to the Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned Liens other than Liens imposed by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersapplicable securities Laws.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Buyer shall sell purchase, acquire and accept the Shares from the Seller, and the Seller shall sell, convey, assign, transfer and deliver the Shares to Buyer and Buyer shall purchase from Sellers all of the Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersBuyer.

Purchase and Sale. Subject At the Closing (as defined herein), subject to the terms and conditions of set forth in this Agreement, at the ClosingSeller hereby agrees to sell, Sellers shall sell assign, transfer, convey and deliver to Buyer the Company, and Buyer shall the Company hereby agrees to purchase from Sellers the Seller, all of the StockSeller’s rights, title and interest in and to the Shares, free and clear of all Encumbrances. At any charge, lien or encumbrance, at the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.purchase price of:

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at on the ClosingClosing Date, Sellers shall the Buyer will purchase from the Seller, and the Seller will sell and deliver transfer to Buyer and Buyer shall purchase from Sellers the Buyer, all of the Stockshares of Company Stock owned by the Seller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at At the Closing, Sellers Seller shall sell sell, assign, transfer, convey and deliver all Shares to Buyer and Buyer shall purchase from Sellers all of the Stock, Purchaser free and clear of all Encumbrances. At Liens, and Purchaser shall purchase such Shares from Seller on the Closingterms and subject to the conditions set forth in this Agreement, each of for the Sellers shall deliver consideration set forth in, and to Buyer certificates evidencing the Stock owned by such Seller (whichbe paid in accordance with, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersSection 1.5.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing (hereinafter defined), Sellers Seller shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers all of such Seller, the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall each Seller will sell and deliver transfer to Buyer Buyer, and Buyer shall will purchase from Sellers all of each Seller, the StockSecurities held by such Seller, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement and in reliance upon the representations, warranties, covenants and agreements set forth in this Agreement, at the Closing, Sellers the Seller shall sell sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At any Liens, and Buyer shall purchase and acquire from the ClosingSeller, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock)Seller’s right, duly endorsed for transfer or accompanied by duly executed stock powerstitle and interest in and to all of the LLC Interests.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell to Purchaser, and deliver to Buyer and Buyer Purchaser shall purchase from Sellers Seller, all of the Stockright, title and interest of Seller in and to the Units, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, assign and deliver convey to Buyer Purchaser, and Buyer Purchaser shall purchase purchase, acquire and accept from Sellers all of the StockSeller, free and clear of all Encumbrancesliens and encumbrances (other Purchased Receivables. At the ClosingIt is understood and agreed that Purchaser shall not, each by purchase of the Sellers shall deliver to Buyer certificates evidencing Purchased Receivables, acquire any assets or rights of Seller under, or relating to, the Stock owned by such Seller (which, License Agreement other than those specified in the aggregate, shall constitute all of the Stockimmediately preceding sentence. (b), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject Based on the representations, warranties and covenants contained in this Agreement, and subject to the terms and conditions of this Agreementhereof, at Closing (as hereinafter defined) the Closing, Sellers shall sell sell, transfer, assign and deliver to Buyer the Buyer, and the Buyer shall purchase from the Sellers all of the issued and outstanding Company Stock, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing and effective as of the Closing Time, Sellers Seller shall sell irrevocably sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer shall purchase and acquire from Sellers all of the StockSeller, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of Seller’s right, title and interest in and to the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchased Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Seller shall sell and deliver transfer to Buyer Buyer, and Buyer shall purchase and accept from Sellers Seller, all of the Stock, Shares free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for other than restrictions on transfer or accompanied by duly executed stock powersunder applicable securities Laws.

Purchase and Sale. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Buyer, and Buyer shall purchase from Sellers Seller, all of right, title and interest in and to the Stock, Purchased Equity Interests free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, assign, transfer, convey and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of the StockSeller, the Acquired Securities, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to At the Closing, upon the terms and conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, convey, assign and deliver to Buyer Buyer, and Buyer shall purchase and accept from Sellers all of Seller, the StockTarget Interests, free and clear of all Encumbrances. At Liens, except for Liens arising under federal and state Securities Laws, arising pursuant to the Closing, Governing Documents of each Company or imposed by the Buyer Parties or any of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powerstheir Affiliates.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers each Seller shall sell sell, assign, convey and deliver transfer to Buyer Buyer, and Buyer shall purchase and acquire from Sellers each Seller, all of the StockShares owned by such Seller, in each case, free and clear of all Encumbrances. At Liens other than transfer and other restrictions under applicable federal and state securities Laws (the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock"Sale"), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at Closing the ClosingPurchaser shall purchase from the Seller, Sellers and the Seller shall sell sell, assign, transfer and deliver to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, the Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersany Encumbrance.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell sell, assign, transfer, convey and deliver to Buyer and Buyer shall purchase from Sellers all of the Stock, Purchaser free and clear of all Encumbrances. At Liens, and Purchaser shall purchase from Sellers, the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell sell, transfer, convey, assign and deliver to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, free and clear of all Liens (other than Permitted Liens and Permitted Encumbrances. At the Closing), each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichand Purchaser will purchase and pay for, in the aggregate, shall constitute all of Seller’s right, title and interest in and to the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.Project

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell sell, assign, transfer and deliver convey to Buyer and Buyer shall purchase from Sellers all of the StockPurchaser, free and clear of all Encumbrances. At the Closingany Liens, each of the Sellers and Purchaser shall deliver to Buyer certificates evidencing the Stock owned by such Seller (whichpurchase and acquire, in the aggregate, shall constitute all of the Stock), duly endorsed Purchased Equity in exchange for transfer or accompanied by duly executed stock powerscash consideration equal to the Purchase Price.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the ClosingClosing the Buyer shall purchase, acquire and accept the Membership Interests from the Sellers, and the Sellers shall sell sell, convey, assign and deliver transfer the Membership Interests to Buyer and Buyer shall purchase from Sellers all of the StockBuyer, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute Liens and together with all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersrights now and hereafter attaching thereto.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers the Seller shall sell sell, assign and deliver transfer to Buyer Buyer, and Buyer shall purchase and acquire from Sellers the Seller all of the Stock, Interests free and clear of all Encumbrances. At Liens other than transfer and other restrictions under applicable securities Laws and Gaming Laws (the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which“Sale”), in exchange for the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject to the terms and conditions of this Agreementhereof, at the closing of the transactions contemplated by this Agreement (the “Closing”), Sellers shall sell to Purchaser, and deliver to Buyer and Buyer Purchaser shall purchase and acquire from Sellers Sellers, all of Sellers’ right, title and interest in and to the StockShares, free and clear of all Encumbrances. At the ClosingLiens, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersother than applicable securities laws and regulations.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers Seller shall sell sell, assign, convey, transfer and deliver to Buyer Purchaser, and Buyer Purchaser shall purchase from Sellers all of Seller, the StockTransferred Shares, free and clear of all Encumbrances. At the Closing, each Liens of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersany kind.

Purchase and Sale. Subject to Upon the terms and conditions of this Agreementhereinafter set forth, at the Closing, Sellers shall sell and deliver to Buyer Buyer, and Buyer shall purchase from Sellers all of Sellers, the Stock, Properties free and clear of all EncumbrancesLiens and encumbrances, other than the Permitted Exceptions. At The transaction described in this Agreement is a “package deal” involving the Closingsale of all, each but not under any circumstances less than all, of the Sellers shall deliver Constituent Properties to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersBuyer.

Purchase and Sale. Subject Upon and subject to the terms and conditions of contained in this Agreement, at the Closing, Sellers shall sell sell, transfer and deliver good and valid title to Buyer and Buyer shall purchase from Sellers all of the StockShares to Buyer, free and clear of all Encumbrances. At Liens, and Buyer shall purchase the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares from Sellers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers shall will sell and deliver to Buyer Buyer, and Buyer shall will purchase from Sellers all of Sellers, the StockMembership Interests, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and the Buyer shall purchase purchase, acquire and accept from Sellers the Seller, and the Seller shall sell, convey, assign and transfer to the Buyer, all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned any Liens (other than restrictions on transfer that may be imposed by such Seller (which, in the aggregate, shall constitute all of the Stockgenerally applicable securities Laws), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject On and subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell sell, convey, assign, transfer and deliver to Buyer Buyer, and Buyer shall purchase purchase, acquire and accept from Sellers Sellers, all of the Stock, Transaction Shares free and clear of all Encumbrances. At Liens and restrictions on transfer (other than restrictions under the Closing, each Securities Act and state securities Laws or state insurance Laws of general applicability) for the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, consideration specified below in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersthis Section 2.

Purchase and Sale. Subject to At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell transfer, assign, convey and deliver to Buyer Buyer, and Buyer LEGAL_US_E # 161486834.17 shall purchase from Sellers Seller, all of right, title and interest in and to the Stock, Shares free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell sell, transfer and deliver convey to Buyer Purchaser, and Buyer Purchaser shall purchase from Sellers Sellers, all of the Stock, free and clear of all Encumbrances. At Purchased Entity Interests (the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock“Transaction”), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Sellers shall sell and deliver to Buyer and Buyer Purchaser shall purchase from Sellers all of Seller, and Seller shall sell, convey and transfer to Purchaser, the StockShares, free and clear of all Encumbrances. At the Closing, each in consideration of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersPurchase Price.

Purchase and Sale. Subject Upon and subject to the terms and conditions of set forth in this Agreement, the Sellers agree to, and shall at the Closing, Sellers shall sell sell, assign, transfer and deliver convey to the Buyer and the Buyer agrees to and shall at Closing purchase and acquire from Sellers the Sellers, all of right, title and interest in and to the StockCompany Shares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers Buyer shall sell purchase from Stockholders and Stockholders shall sell, convey, transfer, assign and deliver to Buyer and Buyer shall purchase from Sellers all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.

Purchase and Sale. Subject to In accordance with the terms and conditions provisions of this Agreement, at the Closing, the Sellers shall will sell and deliver transfer to Buyer the Purchaser, and Buyer shall the Purchaser will purchase and acquire from Sellers the Sellers, all of the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powers.

Purchase and Sale. Subject At the Closing (as hereinafter defined), subject ----------------- to the terms and conditions of this Agreement, at the Closing, Sellers Seller shall sell and deliver to Buyer and Buyer shall purchase from Sellers the Purchaser all of the StockShares, free and clear of any and all Encumbrances. At liens, pledges, charges or encumbrances, and the Closing, each of the Sellers shall deliver Purchaser agrees to Buyer certificates evidencing the Stock owned by purchase all such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersShares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Sellers Seller shall sell and deliver to Buyer (or Buyer's designee), and Buyer (or Buyer's designee) shall purchase from Sellers all of Seller, the StockShares, free and clear of all Encumbrances. At the Closing, each of the Sellers shall deliver to Buyer certificates evidencing the Stock owned by such Seller (which, in the aggregate, shall constitute all of the Stock), duly endorsed for transfer or accompanied by duly executed stock powersLiens.