Sale of the Interest Sample Clauses

Sale of the Interest. Subject to the terms and conditions of this Agreement, Seller hereby SELLS, CONVEYS, TRANSFERS, ASSIGNS AND DELIVERS unto Purchaser and its respective successors and assigns, all right, title and interest in and to the Interest free and clear of any title defects, charges, liens, mortgages, pledges, claims, security interests, options, restrictions, and other encumbrances of every type and description, whether imposed by law, agreement, understanding or otherwise (“Encumbrances”) and no further written agreement, assignment, conveyance or assumption instrument is needed to effect the transfer contemplated hereby.
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Sale of the Interest. Subject to the terms and conditions of this Agreement, at the Closing, the Members shall validly sell, assign, transfer and convey to USO free and clear of all Liens, and USO shall purchase and accept, the Interests.
Sample 1
Sale of the Interest. Upon the terms and subject to the conditions set -------------------- forth in this Agreement, Adelphia shall sell the Interest to the Company on the Closing Date (as hereinafter defined) in exchange for 262,500 shares of the Company's Class A Common Stock (the "Shares"). Such number of shares contemplates an initial public offering price of $12.00 per share and shall be adjusted (up or down) if the public offering price is more or less than $12.00 per share. The number of Shares shall also be subject to the effect, if any, of the admission of an additional partner to PIN prior to the Closing Date. In such event, Adelphia and the Company agree to use their best efforts to determine the effect of such event on PIN and on the value of the Interest. If the parties determine that an increase in the value of the Interest has so occurred, the Company shall issue to Adelphia an additional number of shares of Class A Common Stock to reflect such increase in value, at the same price per share that was used in the Company's public offering of shares described in Section 7.2 of this Agreement. The increase in the value of the Interest shall be as agreed to by the parties within ten (10) days following the Closing Date. If not so agreed, the procedure for determining value set forth in Section 10.6 of this Agreement shall be used.
Sample 1
Sale of the Interest. Subject to the terms and conditions of this Agreement, effective as of immediately prior to the consummation of the Mergers under the Merger Agreement (the “Closing”), Sellers will sell and transfer to Buyer free and clear of all Encumbrances, and Buyer will purchase from Seller, the Interests.
Sample 1
Sale of the Interest. Subject to the terms and conditions of this Agreement, at the Closing, Seller will sell and transfer to Buyer free and clear of all Encumbrances, and Buyer will purchase from Seller, the Interest.
Sample 1
Sale of the Interest. At the Closing (as hereinafter defined), subject to and upon all other terms and conditions of this Agreement, the Seller shall sell, transfer, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Seller, free and clear of all liabilities, liens, mortgages, pledges, security interests, encumbrances, easements, reservations, claims and other restrictions of any nature whatsoever (collectively, “Liens”), the Interest for the price specified in Section 1.2.
Sample 1

Related to Sale of the Interest

  • Sale of the Property To the extent permitted by applicable law, Grantor hereby waives any and all right to have the Property marshalled. In exercising its rights and remedies, Lender shall be free to sell all or any part of the Property together or separately, in one sale or by separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the Property.

  • Purchase and Sale of the Mortgage Loans and Related Rights (a) Upon satisfaction of the conditions set forth in Section 10 hereof, the Mortgage Loan Seller agrees to sell, and the Purchaser agrees to purchase Mortgage Loans having an aggregate outstanding principal balance as of the Cut-off Date equal to the Cut-off Date Balance.

  • Purchase and Sale of the Purchased Assets 2 Section 2.1 Assets of Seller to be Transferred to Buyer 2 Section 2.2 Excluded Assets 3 ARTICLE III PURCHASE PRICE FOR THE PURCHASED ASSETS 4 Section 3.1 Purchase Price 4 Section 3.2 Closing Payments 4 Section 3.3 Post-Closing Payments. 4 Section 3.4 Pre-Closing Statement; Post-Closing Purchase Price Adjustment. 5 Section 3.5 Covenants Regarding Stock Consideration. 7 Section 3.6 Allocation of Purchase Price 8 Section 3.7 Withholding 8 Section 3.8 Electronic Transfer of Certain Assets 8 Section 3.9 Employee and Independent Contractor Matters 9 Section 3.10 Inability to Assign Assigned Contracts. 10 Section 3.11 Payments to Members 10 Section 3.12 Paying Agent 11

  • Purchase and Sale of the Property Subject to the terms of this Agreement, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property for the Purchase Price.

  • Purchase and Sale of the Assets (a) Purchase and Sale of the Assets. Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained:

  • Purchase and Sale of Acquired Assets On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):

  • Purchase and Sale of the Note Subject to the terms and conditions of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement, you agree to purchase from the Company, and the Company agrees to issue and sell to you, a Note, in the aggregate principal amount of not less than $100,000, you have designated on the signature page of this Agreement, upon delivery by you, at or prior to the Closing Date, of the purchase price specified in Section 3. The Company will initially issue to you one Note registered in your name and payable to you in the aggregate principal amount of the Note being purchased by you.

  • Purchase and Sale of Purchased Assets (a) On the terms and conditions of this Agreement, at the Closing (and effective as of the Effective Time), Seller will sell, assign, transfer, convey and deliver to Purchaser, free and clear of all Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets.

  • Purchase and Sale of the Units Subject to the terms and conditions of this Agreement, on the Closing Date, each Investor shall purchase, and the Company shall sell and issue to each Investor, the number of Units set forth opposite the Investor’s name on the signature page attached hereto at a price per Unit equal to the Per Unit Purchase Price.

  • Conveyance of the Receivables and the Other Conveyed Property to the Issuer Seller acknowledges that Purchaser intends, pursuant to the Sale and Servicing Agreement, to convey the Receivables and the Other Conveyed Property, together with its rights under this Agreement, to the Issuer on the Closing Date. Seller acknowledges and consents to such conveyance and pledge and waives any further notice thereof and covenants and agrees that the representations and warranties of Seller contained in this Agreement and the rights of Purchaser hereunder are intended to benefit the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder. In furtherance of the foregoing, Seller covenants and agrees to perform its duties and obligations hereunder, in accordance with the terms hereof for the benefit of the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder and that, notwithstanding anything to the contrary in this Agreement, Seller shall be directly liable to the Issuer, the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder (notwithstanding any failure by the Servicer or the Purchaser to perform its respective duties and obligations hereunder or under Related Documents) and that the Trust Collateral Agent may enforce the duties and obligations of Seller under this Agreement against Seller for the benefit of the Owner Trustee, the Trust Collateral Agent, the Noteholders and the Certificateholder.

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