Parallel Sale definition
Examples of Parallel Sale in a sentence
Notwithstanding the foregoing, if the Parallel Agreement is consummated and Buyer or Seller thereafter fail to close the transaction that is the subject of this Agreement, the parties shall be entitled to their rights and remedies under this Agreement but the Parallel Sale shall not be subject to rescission or otherwise to legal action, whether or law or in equity, arising solely from the failure to close under this Agreement.
Upon and subject to the terms contained herein, Seller II desires to sell the entire Parallel Sale Interest II to Parallel Purchaser, and Primary Purchaser desires that Parallel Purchaser purchase the entire Parallel Sale Interest II from Seller II (such sale and purchase being referred to hereinafter as the “Parallel Sale II”).
The purchase price for the Parallel Sale Interest II (the “Parallel Purchase Price II”) shall equal 49% of the Block L Purchase Price and shall be paid in immediately available funds at, and subject to the occurrence of, Closing.
In connection with the transactions contemplated hereby, each Purchaser has relied and will rely on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Properties and the Sale Interest and the Parallel Sale Interests and their respective conditions, values and potential.
In connection with the transactions contemplated hereby, each Purchaser has relied and will rely on its own consultants, advisors, counsel, employees, agents, principals and/or studies, investigations and/or inspections with respect to the Properties and the Sale Interest and the Parallel Sale Interest and their respective conditions, values and potential.
Primary Purchaser is acquiring the Sale Interest, and Parallel Purchaser is acquiring the Parallel Sale Interest, for investment purposes for its own account, and not with a view to or for resale in connection with any distribution of all or any part of the Sale Interest or Parallel Sale Interest, as applicable, in any transaction that would be in violation of the securities laws of the United States of America or any state thereof.
Immediately prior to Closing, Seller II will be the sole legal and beneficial owner of the Parallel Sale Interest and will have good and valid title thereto, free and clear of all liens, pledges, security interests, assignments, claims and encumbrances whatsoever, except for any such liens, pledges, security interests, assignments, claims or encumbrances that may be created or permitted pursuant to this Agreement.
Based on the Property Value for each Property, copies of state, county and local transfer declarations, as applicable, with respect to the transfer of the Sale Interest or Parallel Sale Interest, to the extent required by law, duly executed by Seller or Seller II, as required.
Based on the Property Value for each Property, copies of state, county and local transfer declarations, as applicable, with respect to the transfer of the Sale Interest or Parallel Sale Interests, to the extent required by law, duly executed by Primary Purchaser or Parallel Purchaser, respectively, as required.
Two (2) counterparts of the Assignment and Assumption of Parallel Sale Interest in the form of Exhibit C-2, duly executed by Seller II.