Sale and Purchase Purchase Price. 2.1 By this Agreement and subject to the terms and conditions of this Agreement, the Seller hereby acting on behalf of itself and the relevant members of the Seller's Group sells the Shares, the Transferring IP Rights and the Transferring Activities, for the avoidance of doubt excluding the Excluded Business and the Excluded Subsidiaries, to the Purchaser (or, with respect to the Shares of DSM Protective Materials B.V. and DSM Protective Materials International B.V. will be to the Dutch Purchaser), or one or more of its wholly owned subsidiaries, and the Purchaser (or, with respect to the Shares of DSM Protective Materials B.V. and DSM Protective Materials International B.V., the Dutch Purchaser), or one or more of its wholly owned subsidiaries, hereby purchases the same from the Seller or the relevant member of the Seller's Group.
Sale and Purchase Purchase Price. 3 Section 2.1 Sale and Purchase of Assets................................................................ 3 Section 2.2
Sale and Purchase Purchase Price. (a) Seller hereby agrees to sell, convey, and assign to Purchaser and Purchaser hereby agrees to purchase and accept from Seller, for the Purchase Price (hereinafter defined) and on and subject to the terms and conditions herein set forth, (i) good, indefeasible and insurable title in fee simple to (A) that certain tract or parcel of land in Xxxxxx County, Texas, consisting of 63.1931 acres, more or less, more particularly described on Exhibit A attached hereto and by reference incorporated herein, together with any and all (if any) mineral rights, water rights and all other rights and interests appurtenant thereto, including all of Seller’s right, title, and interest in and to adjacent streets, alleys, easements, rights-of-way and any adjacent and related strips or gores of real estate (the “Land”); and (B) all improvements now existing on the Land, including the buildings identified as BLD 5, BLD 7 and BLD 29 in Exhibit B, Item 20, all buried potable water lines, buried sanitary sewer lines, primary electric power supply lines, electric power distribution lines (but excluding all electrical switch gear, and all electrical devices, interconnecting electrical wiring and wiring accessories beyond the supply side of the electrical switch gear), buried gas supply lines, roadways, drainage system surface inlets, and buried drainage system lines (collectively, the “Improvements”); (ii) to the extent assignable, conveyable or transferable, any and all (if any) of Seller’s right, title and interest in or to permits; development rights; zoning rights; potable water taps, service, capital recovery fees and capacity allocated or reserved thereto; sanitary sewer taps, service, capital recovery fees and wastewater discharge capacity allocated or reserved thereto, except expressly excluding all such rights and interest relating to the Land and Seller’s Wastewater Capacity Reservation, as hereafter defined and addressed in Section 21(b); all other utility or similar rights allocated or related to the Land or reserved thereto (collectively, the “Existing Rights”). The Land, Improvements and Existing Rights are hereinafter collectively referred to as the “Property”). Anything to the contrary notwithstanding, the Property excludes all of Seller’s (y) personal property including equipment, inventory and other goods located on the Property and fixtures located on the Leased Premises (as hereafter defined in Section 21(a)) (collectively the “Seller’s Personal Property”) and (...
Sale and Purchase Purchase Price. 2.1 By this Agreement, the Sellers sell and the Purchaser purchases the Shares.
Sale and Purchase Purchase Price. Sellers have agreed to sell and deliver to Buyer, and Buyer has agreed to purchase from Sellers, the Stock, free and clear of all liens, encumbrances, charges, security interests, equities, options and claims whatsoever. The purchase price for the Stock shall be Three Million One Hundred Seventy Thousand Dollars ($3,170,000.00). The purchase price will be as follows: One Million Nine Hundred Seventy Thousand Dollars ($1,970,000.00) to be paid in cash at Closing, and One Million Two Hundred Thousand Dollars ($1,200,000.00) to be paid by a promissory note (the "Note") delivered at Closing. The Note shall bear interest at 9% per annum and shall be due May 21, 2000. The cash and Note shall be delivered by the Buyer to Chase Bank of Texas, N.A. (the "Escrow Agent") to be held by the Escrow Agent pursuant to the terms of the agreement attached hereto as Exhibit 1.1 (the "Escrow Agreement"). The Note shall be secured by a Pledge Agreement (in the form and substance satisfactory to Sellers) from Buyer pledging the Stock as security for the Note. In addition, the Note shall be secured by a Pledge Agreement (in the form and substance satisfactory to Sellers) from Sports Group International, Inc. pledging the stock of Selman Systems, Inc. as secuxxxx xor the Note. The Pledge Agreements, together with the documents necessary to perfect the security interest granted therein shall be delivered to the Escrow Agent to be held pursuant to the terms of the Escrow Agreement.
Sale and Purchase Purchase Price. METHOD OF PAYMENT; LIMITED ASSUMPTION AND RETENTION OF LIABILITIES. . . . . . 17 2.01
Sale and Purchase Purchase Price. Upon the terms and subject to the conditions herein contained, the Company agrees to sell to each Purchaser and, subject to the terms and conditions contained herein, each Purchaser agrees, severally and not jointly, to purchase from the Company, that number of duly authorized, validly issued, fully paid and non-assessable shares of Series A Preferred Stock (each, a “Share” and, collectively, the “Shares”) set forth on Schedule I hereto opposite such Purchaser’s name, as such Schedule I may be amended from time to time in accordance with the provisions of Section 1.2 hereof. The purchase price per Share shall be $2,150.00, being the equivalent on an as-if-converted basis as of the Closing Date of $2.15 per share of Common Stock (the “Purchase Price”). The rights, preferences, privileges and restrictions of Series A Preferred Stock shall be as set forth in a Certificate of Designation, the form of which shall be as set forth as Exhibit A hereto (the “Certificate of Designation”).
Sale and Purchase Purchase Price. 2.1 Subject to the conditions set out in Clause 3, the Seller shall sell, or procure the sale of, and the Buyer shall buy, the Shares and the Assets and all rights attaching or accruing to the Shares and the Assets at or after the date of this Agreement free of all Third Party Rights (other than those relating to the Pakistani JV disclosed in the Disclosure Letter). The Buyer may direct that some or all of the Shares or Assets be purchased by an Affiliate of the Buyer by notification to the Seller not later than the earlier of 9 Business Days before the Closing Date and 60 calendar days after the date of this Agreement; provided that the purchase of any Shares or Assets by any Affiliate of the Buyer shall not cause any delay of the Closing.
Sale and Purchase Purchase Price. (a) Upon the terms and subject to the conditions hereinafter set forth, at the Closing, Seller will sell, transfer and convey the Assets to Buyer and Buyer will purchase the Assets from Seller for the consideration set forth in this Agreement. The sale, transfer and conveyance of the Assets will be made by execution and delivery at the Closing of a bill of sale in a form reasonably satisfactory to Buyer's counsel (the "XXXL OF SALE") and such other instruments of assignment, transfer and cxxxxyance as Buyer shall reasonably request. The Assets will be sold to Buyer free and clear of all Encumbrances (as defined in Section 7.4 below), except for ad valorem personal property taxes not yet due and payable, liens securing the claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like persons for labor, materials, supplies or rentals incurred in the ordinary course of business where payment thereof is not yet required, and liens and security interests which secure only the Liabilities (the foregoing exceptions being, collectively, the "Permitted Encumbrances"). To the extent that the Assets include Seller's rights to the name "Global Imports," such rights will also be transferred subject to the rights, if any, of third parties to use such name outside of the Atlanta Standard Metropolitan Statistical Area (as determined by the United States Office of Management and Budget) or to use such name within such Standard Metropolitan Statistical Area in any business other than an automobile dealership business. Except to the extent specifically included within the Assets, Seller will not sell, and Buyer will not purchase, any other tangible or intangible assets of Seller.
Sale and Purchase Purchase Price. Subject to the terms and conditions set forth in this Agreement, at Closing (as hereinafter defined), the Shareholder shall assign, transfer, convey and deliver the Company Securities to HRD and HRD shall purchase, acquire and accept the Company Securities from the Shareholder in exchange for a purchase price consisting of (a) $6,100,000 in cash (the “Cash Purchase Price”); and (b) 1,751,580 “restricted” shares of HRD’s common stock (the “HRD Shares,” and together with the Cash Purchase Price, collectively, the “Purchase Price”). The Purchase Price shall be subject to adjustment for any increases or decreases in working capital between the Execution Date and the Closing Date (as hereinafter defined).
