Agreement to Sell and Purchase Clause Samples
The 'Agreement to Sell and Purchase' clause establishes the mutual commitment between the seller and the buyer to transfer ownership of specified goods, assets, or property under agreed terms. This clause typically outlines what is being sold, the purchase price, and any conditions that must be met before the sale is finalized, such as inspections or regulatory approvals. Its core function is to clearly define the parties' obligations and expectations, thereby reducing the risk of misunderstandings or disputes regarding the transaction.
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Agreement to Sell and Purchase. Subject to and in accordance with the terms and conditions of this Agreement, Buyer agrees to purchase the Assets from Seller, and Seller agrees to sell the Assets to Buyer.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, a Note in the aggregate principal amount of $3,000,000 convertible in accordance with the terms thereof into shares of the Company's Common Stock in accordance with the terms of the Note and this Agreement. The Note purchased on the Closing Date shall be known as the "Offering." A form of the Note is annexed hereto as Exhibit A. The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable in payment of the Note, upon conversion of the Note and upon exercise of the Warrant are referred to as the "Securities."
Agreement to Sell and Purchase. Seller agrees to sell to Purchaser, and ▇▇▇▇▇▇▇▇▇ agrees to purchase from Seller, subject to the terms and conditions of this Agreement, that certain real (immovable) property consisting of land and all the building and other improvementssituated thereon and located at ▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, all as more particularly described in Exhibit A attached hereto and incorporated herein by this reference, together with any predial servitudes, easements and appurtenances pertaining thereto (collectively, the “Property”), but excluding any equipment, trade fixtures and personal property, including, without limitation, the signage or other marks of Seller’s name, logo or brand that Seller may elect to remove prior to Settlement (as hereinafter defined). Purchaser acknowledges that Sellerbecamethe ownerof the Property as a result of various corporate acquisitions and/or mergers, and that Seller has no direct, first-hand knowledge or familiarity with, and Seller hereby specifically disclaims and makes no representations or warranties whatsoever with respect to, the title, dimensions or legal description of the Property, including, without limitation, whether the legal description of the Property is over-inclusive or under- inclusive or in any other manner inaccurate, incomplete or defective. The parties expressly acknowledge and agree that the Property does not include the security system and equipment, if any, located at the Property, including, but not limited to, panels, monitors and sensor lights, which are and shall remain the personal property of Seller and shall not be included in the sale of the Property to Purchaser. Seller will remove its security system and equipment from the Property on or prior to the Settlement Date (as defined below), and in so doing, Seller shall leave any wires protruding from the walls in a visible, accessible and wrapped condition. Seller shall be entitled, but not required, to leave in the Property any existing vaults, vault doors and associated equipment, teller counters and safety deposit boxes.
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof.
(b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally, but not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the 30th day after the date of this Agreement (or on the next business day if the 30th day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., Atlantic Standard time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.
Agreement to Sell and Purchase. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller the Property, subject to and in accordance with the terms and conditions of this Agreement. For the purposes of this Agreement, the term “Property” shall mean and include the following:
(a) All of that certain real property legally described in the attached Exhibit “A”, including, without limitation, the land, buildings, improvements, fixtures (including, without limitation, the sprinkling, plumbing, heating, cooling, ventilating, air conditioning, electrical, lighting and other systems), easements and all other right, title and interest appurtenant and otherwise relating thereto (collectively, the “Real Property”).
(b) To the extent assignable by Seller, all of Seller’s right, title and interest in and to all building tenant leases (the “Leases”), contracts and other agreements incident to the operation of the business conducted on the Real Property, including, without limitation, management contracts, on-site maintenance contracts, janitorial contracts, and leasing commission agreements; all of which are listed on attached Schedule 1(b) (collectively, the “Contract Rights”).
(c) All of Seller’s right, title and interest in and to all preliminary, final and proposed building plans and specifications relating to the Real Property; and all surveys, structural reviews, grading plans, topographical maps, architectural drawings and engineering, soils, seismic, geologic, environmental, and architectural reports, studies, certificates, and similar documents relating to the Real Property (collectively, the “Records and Plans”).
(d) To the extent transferable or assignable by Seller, all of Seller’s right, title and interest in and to all trade names, licenses, permits, certificates of occupancy, approvals, dedications, subdivision maps, and entitlements issued, approved or granted by governmental or quasi-governmental entities or otherwise relating to the Property; and to the extent transferable or assignable by Seller, any and all development rights and other intangible rights, titles, interests, privileges, and appurtenances owned by Seller and used in connection with the Seller’s ownership of the Property; all of which are listed on the attached Schedule 1(d) (collectively, the “Licenses and Permits”).
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties, and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company at a purchase price of $24.2125 per share, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof.
(b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover overallotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time and from time to time on or before the thirtieth (30th) day after the date of this Agreement (or on the next business day if the thirtieth (30th) day is not a business day), upon notice (the "Option Shares Notice") in writing or by telephone (confirmed in writing) by the Representative to the Company no later than 5:00 p.m., New York City time, at least two (2) and no more than five (5) business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company will issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice and each Underwriter will purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing hereunder, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares.
Agreement to Sell and Purchase. Subject to and in accordance with the terms and provisions of this Agreement, Seller agrees to sell and Purchaser agrees to purchase, the following property (collectively, the “Property”):
(a) the Land;
(b) the Improvements;
(c) all of Seller’s right, title and interest in and to the Leases, any guaranties of the Leases and the Security Deposits;
(d) the Personal Property; and
(e) the Intangible Property.
Agreement to Sell and Purchase. Pursuant to the terms and conditions set forth in this Agreement, on the Closing Date (as defined in Section 3), the Company shall sell to the Purchaser, and the Purchaser shall purchase from the Company, the Note. The sale of the Note on the Closing Date shall be known as the “Offering.” The Note will mature on the Maturity Date (as defined in the Note). Collectively, the Note and Warrant and Common Stock issuable upon exercise of the Warrant are referred to as the “Securities.”
Agreement to Sell and Purchase. (a) On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, (i) the Company agrees to issue and sell the Company Firm Shares to the Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Company Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $ for each Company Firm Share.
(b) On the basis of the representations, warranties and agreements of the Selling Stockholder herein contained and subject to all the terms and conditions of this Agreement, (i) the Selling Stockholder agrees to issue and sell the Selling Stockholder Firm Shares to the Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from such Selling Stockholder the Selling Stockholder Firm Shares set forth opposite that Underwriter’s name in Schedule I hereto, at the purchase price of $ for each Selling Stockholder Firm Share.
(c) On the basis of the representations, warranties and agreements of the Additional Selling Stockholders herein contained and subject to all the terms and conditions of this Agreement, in the event that the Underwriters exercise the Option, (i) each Additional Selling Stockholder agrees, severally and not jointly, to issue and sell the Selling Stockholders’ Option Shares set forth opposite such Additional Selling Stockholder’s name in Schedule II hereto to the Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from such Additional Selling Stockholder the Selling Stockholders’ Option Shares set forth opposite that Underwriter’s name in Schedule II hereto, at the purchase price of $ for each Selling Stockholders’ Option Share.
(d) Subject to all the terms and conditions of this Agreement, the Company grants the Company Option and the Selling Stockholder and the Additional Selling Stockholders grant the Selling Stockholders’ Option to the Underwriters to purchase, severally and not jointly, up to the maximum number of Option Shares set forth in Schedule II hereto at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part, but pro rata with respect to the Company, the Selling Stockholder and the A...
Agreement to Sell and Purchase. In consideration of the mutual covenants and agreements set forth herein and upon and subject to the terms, provisions and conditions of this Agreement, Seller agrees to sell, assign, transfer and convey to Purchaser, and Purchaser agrees to purchase and acquire from Seller, the Sale Assets, in accordance with and subject to the terms and conditions of this Agreement.