Purchased Interests. An assignment agreement providing for the assignment of the Purchased Interests by Holdings to Buyer, in a form reasonably satisfactory to Buyer.
Purchased Interests. Upon delivery to the Buyer of executed transfer instruments for the Purchased Interests at the Closing and the Buyer’s payment of the Closing Payments and delivery of Series E Preferred Units in accordance with Section 2.3, the Buyer shall acquire (directly or indirectly) good, valid and marketable title to (a) 100% of the ordinary common units of ECG and (b) 49% of the ordinary common units of ECP.
Purchased Interests. Such Seller is the record and beneficial owner of the Purchased Interests as set forth across from such Seller’s name on Schedule A, in each case, free and clear of any Encumbrance (other than Permitted Encumbrances and Encumbrances arising under Applicable Securities Laws and the organizational documents of such Seller). Such Seller has the right, authority and power to sell, assign and transfer such Purchased Interests to the Buyer. Upon delivery to the Buyer of executed transfer instruments for the Purchased Interests at the Closing and the Buyer’s payment of the Purchase Price, (the Buyer shall acquire good, valid and marketable title to the Purchased Interests, free and clear of any Encumbrance (other than Encumbrances arising under Applicable Securities Laws and the organizational documents of such Seller).
Purchased Interests. With respect to the Purchased Interests being transferred at the Closing, the Assignment Agreement, duly executed by the Sellers.
Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Parent shall cause the Equity Seller to sell and transfer to Buyer, and Buyer shall purchase and accept from the Equity Seller, all right, title and interest in and to all of the issued and outstanding equity interests of the Acquired Company (the “Purchased Interests”) free and clear of all Encumbrances (other than any Encumbrances under applicable securities laws). Upon the Closing, Buyer shall enjoy all the benefits and assume all the obligations as the sole shareholder of the Acquired Company associated with the acquisition of the Purchased Interests.
Purchased Interests. An assignment agreement providing for the assignment of the LP Interests and the Preferred Interests by the Limited Partners to Buyer, in a form reasonably satisfactory to Buyer, together with any certificates representing the LP Interests or the Preferred Interests, duly endorsed for transfer.
Purchased Interests. Each Seller Party has record and beneficial ownership of, and shall convey to the Purchaser Parties at Closing, beneficial and legal title to the Purchased Interests free and clear of all Liens (other than restrictions under federal and state securities Laws, Investment Liens and under any related to Existing Loans), in each case, as set forth opposite such Seller Party’s name on Schedule 1. Upon delivery of the applicable Purchased Interests to Purchaser Parties and payment to Seller Parties of the Unadjusted Purchase Price, such Purchased Interests will be conveyed to Purchaser free and clear of all Liens other than (i) Investment Liens and restrictions under federal and state securities Laws, (ii) any Liens related to the Existing Loans, and (iii) any Liens created by the Purchaser Parties.
Purchased Interests. Buyer will acquire the majority ownership interest in Seller, via a purchase by Buyer from Seller of stock of Seller (the "Purchased Interest"). Pursuant to such purchase, Buyer will succeed to the indirect ownership of Seller's assets and shall assume Seller's liabilities.
Purchased Interests. Seller owns beneficially and of record and has good and indefeasible title to the Purchased Interests, free and clear of all Liens. There are no voting agreements with respect to the Purchased Interests or other Contracts restricting the right of Seller to sell the Purchased Interests to Purchaser. Other than Purchaser's rights as contemplated by this Agreement, there are no outstanding subscriptions, options, warrants, conversion rights, convertible securities, preemptive rights, preferential rights, rights of first refusal or first offer, or other rights (contractual or otherwise) or agreements of any kind for the purchase or acquisition from Seller of any of the Purchased Interests. Upon consummation of the acquisition of the Purchased Interests as provided for in this Agreement, Purchaser will acquire good title to such Purchased Interests free and clear of all Liens.
Purchased Interests. The Purchased Interests shall have the preferences and rights set forth in the InsightExpress, L.L.C. Amended and Restated Operating Agreement, dated October 18, 1999 (the "Operating Agreement"), by and among the Company, the Purchaser, Xxxxxxxxx and IX, Inc., a Delaware corporation ("IX, Inc.").
