Purchase, Sale and Assignment. At the Closing and upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, the Revenue Participation Right free and clear of all Liens.
Purchase, Sale and Assignment. (a) At the Closing and upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and convey to the Buyer, without recourse (except as expressly provided herein), and the Buyer shall purchase, acquire and accept from the Seller, the Revenue Participation Right, free and clear of all Liens. Immediately upon the sale to the Buyer by the Seller of the Revenue Participation Right pursuant to this Section 2.1, all of the Seller’s right, title and interest in and to the Revenue Participation Right shall terminate, and all such right, title and interest shall vest in the Buyer, free and clear of all Liens.
Purchase, Sale and Assignment. Buyers severally and not jointly hereby purchase and Seller hereby sells 7,492,135 shares (the “Shares”) of Series A Preferred Stock of Company (the “Series A Stock”) and Sherbrooke Partners, LLC, a Delaware limited liability company (“Sherbrooke”), Xxxx Capital, LLC, a Delaware limited liability company (“Xxxx Capital”), and CGA Resources Inc., LLC (“CGA”) severally and not jointly hereby purchase and Seller hereby sells warrants to purchase an aggregate of 1,204,012 shares of Series A Stock (the “Warrants”). The Shares and the Warrants are collectively referred to herein as the “Securities”. The number of Securities purchased by each Buyer is set forth in Exhibit A opposite such Buyer’s name. The purchase and sale of the Securities is a sale of Seller’s entire equity interest in Company which interest was acquired by Seller pursuant to the Assignment (as defined in Section 6.5). Goldman hereby assigns to Buyers all of Xxxxxxx’x rights under the Amended and Restated Registration Rights Agreement (the “Registration Agreement”), dated September 21, 2000, originally entered into between Company and Capital Consultants LLC (“CCL”) as a Holder (as that term is define in the Registration Agreement) and Buyers hereby assume all of Xxxxxxx’x obligations under the Registration Agreement.
Purchase, Sale and Assignment. (A) Subject to the terms and conditions hereof, at the Initial Closing (as defined in Section 1.4 hereof) the Seller shall sell, assign, convey and otherwise transfer to the Buyer, and the Buyer shall purchase from the Seller, all right, title and interest of Seller in and to (i) each limited partnership and other ownership or equity interest (including, without limitation, each option or other right to purchase or acquire any such limited partnership and other ownership or equity interest) as set forth and described on Schedule 1.1 hereto (collectively, the "INITIAL INTERESTS"), in the partnerships or that constitute a portion of the Business as listed on Schedule 1.1 hereto (collectively, the "PARTNERSHIPS"), (ii) a ninety-nine percent (99%) interest in each general partnership interest and each option or other right to purchase or acquire any such general partnership interest, as set forth and described in Schedule 1.1, in the Partnerships ("FIRST TRANCHE GP INTERESTS," the Initial Interests and the First Tranche GP Interests are collectively referred to herein as the "FIRST TRANCHE INTERESTS"), (iii) any management agreements or other similar agreements between Seller and/or its affiliates, on the one hand, and any of the Partnerships, on the other hand (the "MANAGEMENT AGREEMENTS"); (iv) any rights of Seller and/or any of Seller's products in any territory ("DISTRIBUTION RIGHTS"); and (v) 1,134,922 shares of Class A Common Stock (the "U.S.M.D. INTEREST") of U.S. Medical Development, Inc., a Nevada corporation ("U.S.M.D."), in each case, free and clear of any and all security interests, liens, charges, claims, agreements (other than the obligations of Buyer under the Partnership Agreements from and after the Initial Closing), obligations and encumbrances of any nature whatsoever (as defined in Section 2.2) ("ENCUMBRANCES").
Purchase, Sale and Assignment. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, free and clear of all Liens, all of the Seller’s right, title and interest in and to the Acquired Assets. The sale, transfer, assignment and conveyance to the Buyer of the Revenue Participation Rights shall be effected by and subject to the terms and conditions of the RPR P&S Agreement.
Purchase, Sale and Assignment. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property (hereinafter defined) for the consideration and upon and subject to the terms, provisions and conditions hereinafter set forth. The "Property" means:
Purchase, Sale and Assignment. For the Consideration (as that term is defined in Section 3 of this Agreement), Seller agrees to sell, assign and transfer to Purchaser and Purchaser agrees to purchase and assume from Seller, the following property (collectively, the “Purchased Property”):
Purchase, Sale and Assignment. 1 Section 1.2 Purchase Price 2 Section 1.3 Warrants 2 Section 1.4 No Assumed Obligations, Etc 2 Section 1.5 Security Interest 2 CLOSING 4 Section 2.1 Closing 4 Section 2.2 Payment of Purchase Price 4 REPRESENTATIONS AND WARRANTIES 4 Section 3.1 Seller’s Representations and Warranties 4
Purchase, Sale and Assignment. Upon the terms and subject to the conditions of this Agreement:
Purchase, Sale and Assignment. Upon the terms and subject to the conditions of this Agreement, at the Closing, (a) Forest shall cause the Seller and Development Partners to, and the Seller and Development Partners shall, sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller and Development Partners, free and clear of any liens, all of the Seller’s and Development Partners’ right, title and interest in and to the Takeda Purchased Revenue Rights, (b) Forest shall cause GenuPro to, and GenuPro shall, sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from GenuPro, free and clear of any liens, all of GenuPro’s right, title and interest in and to the Priligy® BC Purchased Revenue Rights, and (c) Forest shall cause APBI to, and APBI shall, sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from APBI, free and clear of any liens, all of APBI’s right, title and interest in and to the Priligy® Xiamen Purchased Revenue Rights.
