Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase (or shall cause its designated Affiliate to) purchase, acquire and receive accept from SellerSellers, at all of the ClosingSellers’ right, title and interest in, to and under the Subject Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLiens except for Permitted Exceptions.

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingSeller , free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in of this Agreement, Seller on the Closing Date (as defined below), Sellers shall sell, conveyassign, transfer, assign convey and deliver (or, where relevant, shall procure the same) to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, (or its designated Affiliates) free and clear of all Encumbrances (other than the Assumed Liabilities)Permitted Encumbrances) and Buyer (or its designated Affiliates) shall purchase, acquire and accept, all of the Seller’s rightsright, title and interest in of Sellers in, to and to under the Purchased Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, Subject to and upon satisfaction or waiver of the terms and subject to the conditions set forth in of this Agreement, Seller at the Closing (as defined in Section 3 herein), Sellers shall sell, convey, transfer, assign transfer and deliver convey to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Sellers, all of the Seller’s rightsright, title and interest in and to the Assets. Buyer shall be entitled to possession Purchased Shares, free and clear of the Assets upon the Closingany and all Liens.

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances including franchisor obligations (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon subject to the terms and subject to the conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey, or cause to be sold, assigned, transferred, delivered and conveyed, to Buyer, and Buyer shall purchase and receive from Selleraccept, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Interests.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to conditions of this Agreement and in exchange for the conditions set forth consideration described in this AgreementSection 2.2, at the Closing, Seller shall sell, assign, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase and receive acquire from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rightsright, title and interest in and to the Assets. Buyer shall be entitled to possession Class B Shares, free and clear of the Assets upon the Closingall Encumbrances, other than Permitted Encumbrances.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLLC Interests.

Sale and Purchase. (a) At the Closing, upon the terms and subject to the conditions set forth in of this Agreement, each Seller shall will, and will cause its affiliates and subsidiaries to, sell, convey, assign, transfer, assign and deliver to the Buyer or another entity designated by the Buyer, and Buyer shall the Buyer, or such designated entity, will purchase from the Sellers and receive from Seller, at the Closing, free their affiliates and clear of all Encumbrances (other than the Assumed Liabilities)subsidiaries, all of the Seller’s rightsSellers' and their affiliates' and subsidiaries' right, title and interest in and to the following assets (collectively, the "Purchased Assets. Buyer shall be entitled to possession of the Assets upon the Closing."):

Sale and Purchase. At the Closing, upon On the terms and subject to the terms and conditions set forth in this Agreement, Seller at the Closing, Buyer shall purchase from the Sellers, and the Sellers shall sell, convey, transfer, assign assign, convey and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rightsright, title and interest in and to the AssetsShares, free and clear of all Liens other than restrictions on transfer imposed under applicable securities laws (the “Stock Sale”). Buyer shall be entitled to possession As a result of the Assets upon Stock Sale and the other transactions contemplated hereby, at the Closing, Buyer will own all of the Shares and the Company will be a wholly owned subsidiary of Buyer.

Sale and Purchase. At the Closing, upon subject to the terms and subject to the conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the ClosingPurchased Interests, free and clear of any and all Encumbrances except (other than the Assumed Liabilities), all a) for restrictions on transfer that may be imposed by federal or state securities Laws or (b) for Encumbrances that arise out of the Seller’s rights, title and interest in and to the Assets. any actions taken by or on behalf of Buyer shall be entitled to possession of the Assets upon the Closingor its Affiliates.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, conveyassign, transfer, assign convey and deliver to BuyerPurchaser or an Affiliate of Purchaser (as designated by Purchaser), and Buyer Purchaser or such Affiliate of Purchaser shall purchase accept, acquire and receive from Seller, at the Closing, free take assignment and clear of all Encumbrances (other than the Assumed Liabilities), all delivery of the Seller’s rights, title and interest in and to following property (collectively the Assets. Buyer shall be entitled to possession of the Assets upon the Closing."Property"):

Sale and Purchase. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, 1.1 The Seller shall sell, conveyand the Purchaser shall purchase, transfersubject to the terms and conditions of this Agreement, assign the Closing Sale Shares at Closing with all rights then attaching to them, including the right to receive all distributions and deliver to Buyerdividends declared, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all paid or made in respect of the Seller’s rights, title Closing Sale Shares on and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the after Closing.

Sale and Purchase. At the Closing, upon on the terms and subject to the conditions set forth contained in this Agreement, the Seller shall sell, convey, transfer, assign sell and deliver to Buyer, and Buyer the Purchaser shall purchase any and receive from Seller, all rights and interests the Seller has in the Transferred Assets at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchase Price.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingInterests.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, conveyassign, transfer, assign convey and deliver at the Closing to Buyerthe Purchaser Designee, and Buyer the Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)purchase, all of the Seller’s rightsright, title and interest in and to the Business and Assets (other than the Excluded Assets. Buyer shall be entitled to possession ), free and clear of any claim, lien or encumbrance of every kind and nature other than the Assets upon the ClosingPermitted Lien.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, conveyassign, transfer, assign convey and deliver at the Closing to Buyerthe Purchaser, and Buyer the Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)purchase, all of the Seller’s rightsright, title and interest in and to the Business and Assets. Buyer shall be entitled to possession , free and clear of the Assets upon the Closingany claim, lien or encumbrance of every kind and nature.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign transfer and deliver all the issued and outstanding Interests to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of any Liens and Purchaser shall purchase, acquire and accept all Encumbrances the issued and outstanding Interests from Seller (other than the Assumed Liabilities“Purchase”), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase (or shall cause its designated Affiliate to) purchase, acquire and receive accept from SellerSellers, at all of the ClosingSellers' right, title and interest in, to and under the Subject Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLiens except for Permitted Exceptions.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in of this Agreement, Seller at Closing, Sellers shall sell, convey, transfer, assign sell and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)Encumbrances, all of the Seller’s rightsShares, title and interest for the consideration specified in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingSection 2.2.

Sale and Purchase. At the Closing, upon subject to the terms and subject to the conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Interests.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Sale Shares, free and clear of all Encumbrances Liens (other than (a) Liens under the Assumed Liabilities), all Parent Loan and (b) transfer restrictions under any applicable securities laws and the articles of association of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingCompany).

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, the Seller shall sell, conveyassign, transfer, assign transfer and deliver convey to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and receive accept from the Seller, at the ClosingSeller's Interest, free and clear of all Encumbrances any Claims (other than Claims created by or through the Assumed LiabilitiesPurchaser and Claims of SMC, Sonat and their Affiliates under the Partnership Agreement or the Parent Agreement), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, each Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from SellerSellers, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingUnits.

Sale and Purchase. At the Closing, and upon the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, assign, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, Purchaser free and clear of all Encumbrances (other than the Assumed Liabilities)liens, all of the claims, encumbrances and interests, and Purchaser shall purchase from Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.the

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign transfer and deliver to Buyer, and Buyer shall purchase purchase, acquire and receive accept from Seller, at the Closingall shares of Company Stock, free and clear of all Encumbrances any Liens (other than the Assumed Liabilitiestransfer restrictions under applicable securities Laws), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver sell to Buyer, free and clear of any Liens, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingShares.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Shares.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in of this Agreement, Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, Sellers shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from Sellers, and take assignment and delivery from Sellers of, all of the Shares, free and clear of all Encumbrances (any liens, claims, or other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingencumbrances.

Sale and Purchase. At the Closing, upon Subject to the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall sell, convey, transferassign, assign transfer and deliver to Buyer, free and clear of all Encumbrances, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities)obligate to pay for, all of the Seller’s rights's right, title and interest in and to and under all the Assets. Buyer shall be entitled to possession of the Assets upon the Closing, but not any Excluded Assets.

Sale and Purchase. At the Closing, Subject to and upon the terms and subject to the conditions set forth contained in this Agreement, Seller the Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase and receive acquire from Sellerthe Sellers, good and marketable title to the Membership Interests at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingEncumbrances.

Sale and Purchase. At the Closing, (a) Subject to and upon satisfaction or waiver of the terms and subject to the conditions set forth in of this Agreement, at the Closing (as defined in Section 3 herein), Seller shall sell, convey, transfer, assign transfer and deliver convey to Buyer, and Buyer shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rightsright, title and interest in and to the Assets. Buyer shall be entitled to possession Purchased Interest, free and clear of the Assets upon the Closingany and all Liens.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign transfer and deliver all the issued and outstanding Shares to Buyer, and Buyer shall purchase and receive from Seller, at the ClosingPurchaser, free and clear of all Encumbrances (any Liens other than those arising from any acts of Purchaser or its Affiliates, and Purchaser shall purchase, acquire and accept all the Assumed Liabilitiesissued and outstanding Shares from Seller (the “Purchase”), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closing.

Sale and Purchase. At the Closing, upon (a) Subject to the terms and subject to the conditions set forth specified in this Agreement, at Closing, Seller shall sell, convey, transfer, assign transfer and deliver the Sale Participation Interests to BuyerPurchaser, with full title and guarantee free from all Liens, and Buyer Purchaser shall purchase and receive from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingaccept such Sale Participation Interests.

Sale and Purchase. At the Closing, upon Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase from each Seller, and each Seller shall sell, convey, transfer, assign assign, convey and deliver to Buyer, and Buyer shall purchase and receive from all of such Seller, at the Closing’s Shares, free and clear of all Encumbrances (any Liens or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Shares, other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the Closingrestrictions under applicable securities laws.

Sale and Purchase. At the Closing, upon On the terms and subject to the conditions set forth in this Agreement, Seller at the Closing, Sellers shall sell, transfer, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase purchase, acquire and receive accept from SellerSellers, at all of the ClosingSellers' right, title and interest in, to and under the Subject Assets, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingLiens except for Permitted Exceptions.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the Closing, free and clear of all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingPurchased Shares.

Sale and Purchase. At the Closing, upon the terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, conveyassign, transfer, assign deliver, and deliver convey to Buyer, and Buyer shall purchase and receive accept from Seller, at the ClosingPurchased Interests, free and clear of any and all Encumbrances (other than the Assumed Liabilities), all of the Seller’s rights, title and interest in and to the Assets. Buyer shall be entitled to possession of the Assets upon the ClosingEncumbrances.