Acquisition of Interests. At the Final Closing (defined below), each ------------------------ Contributor shall, subject to the terms and conditions of this Agreement, contribute, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall (i) acquire and accept from such Contributor, all right, title and interest of such Contributor in such Contributor's Interests, free and clear of all Encumbrances (as defined in Section 2.1 hereof) except Permitted Encumbrances (as defined in Section 2.1 hereof), and (ii) deliver to such Contributor such Contributor's Consideration (defined below), both in accordance with this Contribution Agreement.
Acquisition of Interests. Upon request of the Company, the Executive (or, at the Executive's option, an Affiliated Entity) shall acquire and hold Interests (as defined below) on terms reasonably acceptable to the Company and the Executive. Prior to transferring any Interest, the Executive shall afford the Company the right to acquire the Interest proposed to be transferred on the terms described in this Section 9, and the Company shall, within 30 days of written notice from the Executive of his intention to transfer an Interest, inform the Executive whether it or its designee will acquire such Interest (in which case such Interest shall be acquired within 30 days thereafter). The amount payable by the Company or its designee for any such Interest shall be the fair market value as determined in accordance with Section 9(c). Twenty percent of the purchase price for such Interest shall be paid by the Company or its designee in cash upon the transfer of such Interest and the remainder shall be paid with the issuance by the Company of a recourse promissory note, secured by the Interest sold, bearing interest at the Interest Rate (as defined below), with interest payable annually in arrears and the principal of such note payable in six equal installments on the first, second, third, fourth, fifth and sixth anniversaries of the transfer.
Acquisition of Interests. Purchaser is acquiring the Interests for its own account and for investment, and not with a view to, or for sale in connection with, any distribution of any of such Interests.
Acquisition of Interests. At the Final Closing (as defined below), Seller shall, subject to Section 1.4 hereof, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall acquire and accept from Seller, all right, title and interest of Seller in the Premises, free and clear of all Encumbrances (as defined below) except Permitted Encumbrances (as defined below), and the Operating Partnership shall deliver to Seller the Consideration (as defined below), both in accordance with this Contract.
Acquisition of Interests. Upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, as more particularly set forth below, the Seller will sell, transfer and deliver to Purchaser, and Purchaser will purchase and acquire from the Seller, all of the Interests, free and clear of any Liens other than Permitted Liens.
Acquisition of Interests. 1 Section 2.02. Linden Acquisition.................................................................................2 Section 2.03. Bayonne Acquisition. ..............................................................................3 Section 2.04. Camden Acquisition.................................................................................5 Section 2.05. Closing............................................................................................5 Section 2.06. Closing Balance Sheets.............................................................................6 Section 2.07. Adjustment of Consideration........................................................................7 Section 2.08. Other Transactions.................................................................................8 Section 2.09. Reimbursement for Certain Tax Payments.............................................................9
Acquisition of Interests. Upon the terms and subject to the conditions set forth herein and in the other Transaction Documents, the parties agree that on the Closing Date, the Buyer Entities and the Sellers will consummate the transactions described in Sections 2.02, 2.03 and 2.04, as a result of which the Buyer Entities will acquire the Interests. Subject to the provisions of Section 10.01(d), the aggregate consideration (the "CONSIDERATION") for the Interests will be $1,066,000,000 consisting of $816,000,000 in cash and Bayonne Seller Notes (as defined herein) and a number of shares of Parent Common Stock having an aggregate value of $250,000,000, based on the Parent Stock Value (the "PARENT SHARES"). The Consideration shall be allocated among the Sellers and the various Interests in the manner set forth in Sections 2.02, 2.03 and 2.04. The aggregate Consideration shall be delivered to the Sellers as provided in Section 2.05 and shall be subject to adjustment as provided in Sections 2.05(b) and 2.07.
Acquisition of Interests. (a) Subject to the terms and conditions set forth in this Agreement Fund GP and Fund LP agree to cause the transfer and assignment to Buyer, and Buyer agrees to accept, all of Fund GP’s and Fund LP’s right, title and interest in and to the LP Subsidiaries and the GP Subsidiaries (sometimes referred to collectively as the “Interests”).
Acquisition of Interests. (a) Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), ML&CO. will transfer, convey and assign to BHC, and BHC will acquire from ML&CO., all of ML&CO.’s rights, title and interests in and to the Share Capital. On the Closing Date, ML&CO. will deliver to BHC an assignment of the Share Capital, free and clear of all liens, claims, charges, pledges, security interests, options or other legal or equitable encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Share Capital (each an “Encumbrance”).
Acquisition of Interests. (a) Subject to the terms and conditions of this Agreement, on the Closing Date (as defined below), MLG will transfer, convey and assign to BHC, and BHC will acquire from MLG, all of MLG’s rights, title and interests in and to the Share Capital. On the Closing Date, MLG will deliver to BHC an assignment of the Share Capital, free and clear of all liens, claims, charges, pledges, security interests, options or other legal or equitable encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of record or beneficial ownership pertaining to the Share Capital (each an “Encumbrance”).
