Transfer of Purchased Interest. Upon payment of the Purchase Price by Balmoral to American Bonanza, American Bonanza shall:
Transfer of Purchased Interest. At the Closing, the Sellers shall transfer to Buyer or its nominee the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. The Company acknowledges that the Purchased Interest is unique and not otherwise available, and agree that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance. Sellers and the Company shall take all reasonable efforts to ensure that all notifications regarding the transfer of the Purchased Assets is properly recorded with any state or local regulatory agency. Antonio Del Hierro and Xxxxx Xxxxxxxxxx, on behalf of the Sellers, shall agree, if necessary, to remain as interim officers and or directors of the Company if needed to ensure the Company’s state and local licenses remain unaffected. Antonio Del Hierro and Xxxxx Xxxxxxxxxx shall be reasonably compensated for their services, if any, during this transition period.
Transfer of Purchased Interest. At the Closing, effective as of the Effective Date, Seller hereby transfers to Buyer the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. Seller agrees to cause to be executed, completed and delivered all required documents, and cause to be taken all further actions, to effectuate the intent of this Agreement, including, but not limited to, any documents required to be filed with any state or city regulatory body, and all other actions required to be taken on behalf of Seller and/or the Company, to evidence the transfer of the Membership Interest and procure all regulatory consents and approvals required in connection therewith, and covenants to obtain all such regulatory consents and approvals as promptly as practicable following the Closing. In addition, each of Seller and the Company agrees and covenants that it shall promptly assist and take such other actions on behalf of Buyer (in each case, as reasonably requested by Buyer) in connection with preparing, filing, communicating with regulatory authorities, and any and all other matters pertinent to advancing the approval process (including, without limitation, applications, notices, filings and other documents) associated with obtaining all requisite state and city regulatory approvals/consents for Buyer. Seller acknowledges that the Purchased Interest is unique and not otherwise available, and agrees that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by Seller and the Company hereunder, including, without limitation, action for specific performance.
Transfer of Purchased Interest. Certificate(s) of membership interest, as applicable, and a membership interest power, duly endorsed by Seller, with respect to the transfer of the Purchased Interest from Seller to Buyer.
Transfer of Purchased Interest. 3.1 The Seller acknowledges and agrees for the benefit of the Buyer that, upon the delivery of the Purchase Price set out in Section 2.1 hereof:
Transfer of Purchased Interest. (A) Transfer of a Purchased Interest will occur on (i) in the case of a transfer under Section 9.1, on a date selected by the Non-Impaired Member that is not more than 30 days after establishment of the Project’s value for purposes of Section 9.1 and (ii) in the case of a transfer under Section 9.2, on a date selected by the Initiating Member that is not later than 90 days after issuance of the Third-Party Offering Notice. The closing for the transfer of a Purchased Interest will be held at a location as agreed by the transferor and the transferee or, if they do not agree on a location, at the chief executive office of the Company.
Transfer of Purchased Interest. At the Closing, the Sellers shall transfer to Buyer or its nominee the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. The Sellers acknowledge that the Purchased Interest is unique and not otherwise available, and agree that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Sellers hereunder, including, without limitation, an action for specific performance
Transfer of Purchased Interest. At the Closing, the Company shall transfer to Buyer or its nominee the Purchased Interest, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights, restrictions or any other interests or imperfections of title whatsoever. The Purchased Interest shall be allocated as twenty percent (20%) allocated to the first Three Hundred Fifty Thousand United States Dollars ($350,000) and the remaining twenty percent (20%) for the remaining Xxx Xxxxxxx Xxx Xxxxxxx xxx Xxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($1,650,000). The Company acknowledges that the Purchased Interest is unique and not otherwise available, and agree that, in addition to any other available remedies, Buyer may seek any equitable remedies to enforce performance by the Company hereunder, including, without limitation, an action for specific performance.
Transfer of Purchased Interest. Subject to the terms and conditions of this Agreement, at the Closing, in simultaneous transactions
Transfer of Purchased Interest. In the event that NAPL has exercised the Option to acquire the Purchased Interest, the acquisition thereof shall be implemented in accordance with the following steps, it being recognized that the Transfer and Subscription Terms apply to the subscriptions and transfers set out in Steps 1 and 2 below:
