Purchase and Sale of Purchased Interests. Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell, convey, transfer and assign to Purchaser at Closing, and Purchaser hereby agrees to purchase and acquire from Seller at Closing, all right, title and interest in and to the Purchased Interests, free and clear of all Liens (other than Liens imposed by Applicable Law related to the sale, transfer, pledge or other disposition of securities).
Purchase and Sale of Purchased Interests. On and subject to the terms and conditions of this Agreement, at the Closing and for the consideration specified in this Article 2, Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and receive from Seller, free and clear of all Liens, all of Seller’s rights and interests in and title to the Purchased Interests, which represent all of Seller’s limited liability company interests in the Company.
Purchase and Sale of Purchased Interests. (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, assign, transfer and convey to the Purchaser, and the Purchaser shall purchase and acquire from the Seller and assume and accept the Liabilities associated with, the Purchased Interests, free and clear of all Liens (other than Permitted Liens).
Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, transfer and deliver to the Buyers free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and the Buyers shall purchase from each of the Sellers, the Purchased Interests set forth opposite each such Buyer’s or Seller’s name on Schedule I attached hereto, for consideration in an amount equal to the Purchase Price. As used herein, (a) the “Purchase Price” shall be an amount equal to (i) One-Hundred and Fifty-Five Million Dollars ($155,000,000) (the “Base Purchase Price”), which Base Purchase Price shall be allocated among the Purchased Interests in accordance with Schedule I, plus (ii) the amount (if any) by which the Closing Working Capital exceeds the Target Working Capital or minus (iii) the amount (if any) by which the Target Working Capital exceeds the Closing Working Capital, minus (iv) the amount of the Closing Indebtedness, minus (v) the Remaining Required CapEx Amount, if any, (b) the “Closing Payment” shall be an amount equal to (1) the Base Purchase Price, plus (2) the amount (if any) by which the Estimated Working Capital exceeds the Target Working Capital, minus (3) the amount (if any) by which the Target Working Capital exceeds the Estimated Working Capital, minus (4) the amount of the Estimated Closing Indebtedness, minus (5) the Remaining Required CapEx Amount, if any, minus (6) the Installment Payment, and (c) the “Installment Payment” shall be an amount equal to Fifteen Million Dollars ($15,000,000).
Purchase and Sale of Purchased Interests. On the Closing Date, but effective as of the Effective Time and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Purchased Interests, free and clear of any and all Liens other than transfer restrictions imposed thereon by applicable securities Laws.
Purchase and Sale of Purchased Interests. Subject to the terms and conditions of this Agreement, at the Closing Seller shall sell, convey, transfer and assign to Purchaser, and Purchaser shall purchase and acquire, all right, title and interest in and to the Purchased Interests.
Purchase and Sale of Purchased Interests. On the terms and subject to the conditions set forth in this Agreement, the Members agree to sell, transfer, assign and deliver to Purchaser, and Purchaser agrees to purchase, all of the Purchased Interests as further specified in Exhibit A.
Purchase and Sale of Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, transfer and deliver to Buyer free and clear of all Liens (other than restrictions under applicable securities Laws and Gaming Laws), and Buyer shall purchase from Seller, the Purchased Interests for an aggregate purchase price of $56,075,000 (the “Base Purchase Price”), as adjusted pursuant to Section 1.2 and Section 1.5.
Purchase and Sale of Purchased Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to Buyers, free and clear of all Encumbrances, and Buyers shall purchase from Sellers, the Purchased Interests, as set forth on the Purchased Interest Schedule. In consideration of such sale, each Seller shall have the right hereunder to receive its Pro Rata Portion of the Closing Date Purchase Price, which consideration shall be payable pursuant to Section 2.3, and Summit shall have the right hereunder to receive the consideration payable pursuant to Section 2.5(c).
Purchase and Sale of Purchased Interests. At the Closing, upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, the Purchased Interests, free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws. The Closing shall occur immediately following the closing of the transactions contemplated by the Centrahoma Purchase Agreement.
