Agreement to Sell and Transfer. Upon the terms and subject to the conditions set forth in this Agreement, Purchaser agrees to purchase and receive the Membership Interests from Seller, and Seller agrees to sell, assign, transfer, and deliver the Membership Interests to Purchaser.
Agreement to Sell and Transfer. Purchaser agrees to purchase the Assigned Equity Ownership Percentage from Seller, and Seller agrees to sell, assign, transfer, and deliver the Assigned Equity Ownership Percentage to Purchaser upon the terms and conditions set forth in this Agreement.
Agreement to Sell and Transfer. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to transfer, convey, assign, and deliver to Buyer on the Closing Date, and Buyer agrees to acquire, all of Seller’s right, title, and interest in and to the tangible assets located on or about the Real Property and all of the intangible assets, in either case owned or used in connection with the conduct of the business or operations of the Station, but excluding the WEMT License Assets and the Excluded Assets described in Section 2.2, free and clear of any Liens (except for Permitted Encumbrances), including Seller’s right, title and interest in and to the following:
Agreement to Sell and Transfer the Shares and the Seller's Intellectual Property Rights; Agreement re Assignment of Seller's Loans; Transfer of Contracts................................................................... 16 3 Purchase Price; Preliminary Purchase Price and Purchase Price Adjustment....... 17 4 Effective Date Statement....................................................... 19 5 Termination and Clearing of Agreements, etc. Among Related Companies........... 21 6 Rights and Covenants between Signing and Closing............................... 22 7 Closing; Closing Conditions.................................................... 25 8 Seller's Guarantees; Seller's Best Knowledge................................... 27 9 Remedies for Breach of Seller's Guarantees..................................... 37 10 Taxation....................................................................... 42 11 Purchasers' Guarantees; Purchasers' Guarantor.................................. 45
Agreement to Sell and Transfer. Subject to the terms and conditions set forth in this Agreement, Sellers hereby agree to transfer, convey, assign, and deliver to Aurora on the Closing Date, and Aurora agrees to acquire, free and clear of any Liens (except for Permitted Encumbrances), all of Sellers’ right, title, and interest in and to the following:
