Sale of the Subject Interests Sample Clauses

Sale of the Subject Interests. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Company, all of the Subject Interests for the aggregate purchase price of One Hundred and no/100 Dollars ($100.00) (the "Purchase Price"). The Purchaser acknowledges and agrees that it is purchasing the Subject Interests, and accordingly, is acquiring the equity interests in, and assets of, AH Subordinated, AH CGP and AH Owner, subject to the Mortgage Loan, the Subordinated Loan, the Investor Loan and all liabilities relating to the Facility and the maintenance of the existence of the AH Entities.
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Sale of the Subject Interests. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Company, all of the Subject Interests for the aggregate purchase price of One Hundred and no/100 Dollars ($100.00) (the "Purchase Price"). The Purchaser acknowledges and agrees that it is purchasing the Subject Interests, and accordingly, is acquiring the equity interests in, and assets of, Battery Park Owner, subject to the Mortgage Loan and all liabilities relating to the Facility and the maintenance of the existence of the Battery Park Entities.
Sample 1
Sale of the Subject Interests. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, Sellers shall sell, transfer and assign to the Purchasers, and Purchasers shall purchase and acquire from Sellers, all of the partnership interests in each Partnership (the “Subject Partnership Interests”) for (i) the aggregate purchase price of Nine Million Three Hundred Thousand Dollars ($9,300,000.00) (the “Purchase Price”) and (ii) the assumption by Purchasers of the Permitted Exceptions and all of the liabilities and obligations of the Partnerships described or listed in Exhibit A, Exhibit B or Exhibit E attached hereto. The Purchasers acknowledge and agree that they are purchasing the Subject Partnership Interests, and accordingly, are acquiring the equity interests in, and, indirectly, assets of, the Partnerships, subject to all of the Permitted Exceptions. In addition, Purchasers shall grant at the Closing the Prime Participation Interest, as more fully described in Section 2.5 hereof. The Purchase Price shall be paid at the Closing by wire transfer of immediately available funds to an account specified by Sellers not less than one (1) Business Day prior to the Closing Date; provided, however, a portion of the Purchase Price shall be paid by Purchasers to HGPI as a partial repayment of the Horizon Loan such that, after the Closing, the outstanding principal amount of the Horizon Loan shall be Five Hundred Thousand Dollars ($500,000.00).
Sample 1
Sale of the Subject Interests. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Company, all of the Subject Interests for the aggregate purchase price of One Hundred and no/100 Dollars ($100.00) (the "Purchase Price"). The Purchaser acknowledges and agrees that it is purchasing the Subject Interests. The Purchaser acknowledges and agrees that it is purchasing the Subject Interests, and accordingly, is acquiring the equity interests in, and assets of, Creve Coeur Member and Creve Coeur Owner, subject to the Mortgage Loan, the Mezzanine Loan and all liabilities relating to the Facility and the maintenance of the existence of the Creve Coeur Entities.
Sample 1
Sale of the Subject Interests. On the Closing Date, and upon the terms and subject to the conditions set forth in this Agreement, the Company shall sell, transfer and assign to the Purchaser, and the Purchaser shall purchase from the Company, all of the Subject Interests for the aggregate purchase price of One Hundred and no/100 Dollars ($100.00) (the "Purchase Price"). The Purchaser acknowledges and agrees that it is purchasing the Subject Interests. The Purchaser acknowledges and agrees that it is purchasing the Subject Interests, and accordingly, is acquiring the equity interests in, and assets of, Columbus Owner, subject to the Mortgage Loan, the Mezzanine Loan and all liabilities relating to the Facility and the maintenance of the existence of the Columbus Entities.
Sample 1
Sale of the Subject Interests 
Sample 1

Related to Sale of the Subject Interests

  • 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.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • 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.

  • Sale of the Shares Upon execution of this Agreement (the “Closing”), subject to the terms and conditions herein set forth, and on the basis of the representations, warranties and agreements herein contained, SELLER shall sell to PURCHASER, and PURCHASER shall purchase from SELLER, the Shares.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • 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

  • The Subject Shares Such Security Holder is the record and beneficial owner (as such term is defined in Rule 13d-3 of the Securities Exchange Act of 1934) of, and has good and marketable title to, the number of shares of the Company’s common stock, $0.001 par value per share (the “Company Stock”), set forth opposite his, her or its name on the signature page hereto (such shares of the Company’s common stock, together with any other shares of capital stock of the Company acquired by such Security Holder after the date hereof and during the term of this Agreement, by conversion of the Notes, purchase, exercise of stock options or otherwise, collectively referred to herein as the “Subject Shares”), free and clear of any liens or other encumbrances whatsoever. Such Security Holder does not own, of record or beneficially, any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder; and, such Security Holder does not have any voting rights with respect to any shares of the Company’s capital stock other than the Subject Shares held by such Security Holder, pursuant to any voting agreement or otherwise. As of the date hereof and for so long as this Agreement remains in effect, except for this Agreement or as otherwise permitted by this Agreement, such Security Holder has full legal power, authority and right to vote all of the Subject Shares held by such Security Holder in favor of the approval and authorization of the actions contemplated hereby (collectively, the “Proposed Actions”) without the consent or approval of, or any other action on the part of, any other person or entity. Without limiting the generality of the foregoing, such Security Holder has not entered into any voting agreement (other than this Agreement) with any person or entity with respect to any of the Subject Shares held by such Security Holder, granted any person or entity any proxy (revocable or irrevocable) or other power of attorney with respect to any of the Subject Shares held by such Security Holder, deposited any of the Subject Shares held by such Security Holder in a voting trust or entered into any arrangement or agreement with any person or entity limiting or affecting his, her or its legal power, authority or right to vote the Subject Shares held by such Security Holder on any matter.

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

  • Purchase and Sale of the Shares Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell to the Purchaser, and the Purchaser shall purchase from the Seller, the Shares.

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