Purchase and Sale of the Acquired Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, convey, transfer and deliver, free and clear of any Encumbrances, the Acquired Interests to Buyer, and Buyer shall purchase, acquire and accept the Acquired Interests from Seller.
Purchase and Sale of the Acquired Interests. 20 Section 2.1 Purchase and Sale of the Acquired Interests 20 Section 2.2 Purchase Price 21 Section 2.3 Closing 21 Section 2.4 First Closing Purchase Price Adjustment 23 Section 2.5 Second Closing Purchase Price Adjustment 25 Section 2.6 Purchase Price Allocation 27 Section 2.7 Transfer Taxes 28 Section 2.8 Withholding 28 ARTICLE III. REPRESENTATIONS AND WARRANTIES REGARDING THE ACQUIRED ENTITIES 29 Section 3.1 Organization; Authorization 29 Section 3.2 Noncontravention 29 Section 3.3 Capitalization 30 Section 3.4 Government Authorizations 30 Section 3.5 Financial Statements 30 Section 3.6 Undisclosed Liabilities 31 Section 3.7 Absence of Certain Changes 31 Section 3.8 Tax Matters 31 Section 3.9 Property 32 Section 3.10 Environmental Matters 33 Section 3.11 Material Contracts 34 Section 3.12 Insurance 34 Section 3.13 Litigation 34 Section 3.14 Employee Matters 34 Section 3.15 Labor Matters 35 Section 3.16 Legal Compliance 35 Section 3.17 Brokers’ Fees 35 Section 3.18 Permits 35 Section 3.19 Intellectual Property 36 Section 3.20 Indebtedness; Xxxxxx 36 Section 3.21 Regulatory Matters 36 Section 3.22 No Additional Representations and Warranties 37
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the conditions contained in this Agreement, and on the basis of the representations, warranties, covenants and agreements contained in this Agreement, (i) at the First Closing, the Company will sell, convey, transfer and assign to Buyer, and Buyer will purchase from the Company, all of Company’s right, title and interest in and to the First Closing Interests free and clear of all Liens other than any Liens arising under the Governing Documents of the Acquired Entities and any restrictions on sales of securities under applicable securities Laws, for the consideration specified in Section 2.2(a) and (ii) at the Second Closing, each Seller will sell, convey, transfer and assign to Buyer, and Buyer will purchase from each Seller, all of such Seller’s respective right, title and interest in and to the Second Closing Interests free and clear of all Liens other than any Liens arising under the Governing Documents of the Acquired Entities and any restrictions on sales of securities under applicable securities Laws, for the consideration specified in Section 2.2(b).
Purchase and Sale of the Acquired Interests. In reliance upon the representations and warranties of the parties contained herein, and on the terms and subject to the conditions herein set forth: (a) the Seller hereby sells, conveys, assigns, transfers and delivers as of the Effective Date the Acquired Interests to the Buyer and (b) the Buyer hereby purchases and agrees to pay the purchase price for the Acquired Interests (the “Purchase Price”). Buyer hereby agrees to pay as the Purchase Price Buyer’s proportionate share of all of the Advisor’s fees and expense reimbursements to be incurred from and after the Effective Date and payable by the Buyer to the Advisor.
Purchase and Sale of the Acquired Interests. CLOSING 3 2.1Purchase and Sale of the Acquired Interests 3 2.2Purchase Price 3 2.3Time and Place of Closing 4 2.4Deliveries and Actions at Closing 4 2.5Purchase Price Adjustments 7 2.6Rollover Participants 10
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the satisfaction or due waiver of the conditions contained in this Agreement, and subject to Section 2.6, at the Closing, (i) each Seller shall sell, assign, convey, transfer and deliver to Majority Buyer, and Majority Buyer shall purchase and accept from each Seller, all of the Acquired Interests other than the Minority Share and (ii) Holdings shall sell, assign, convey, transfer and deliver to Minority Buyer, and Minority Buyer shall purchase and accept from Holdings, one Series A Share that is part of the Acquired Interests (the “Minority Share”). Notwithstanding the foregoing, in the event that there is at least one Rollover Participant that retains at least one Rollover Share, then (x) all of the Acquired Interests (including, for the avoidance of doubt, the Minority Share) will be purchased by Majority Buyer and Minority Buyer will not acquire any of the Acquired Interests, (y) all references to Buyers in the Agreement shall refer only to the Majority Buyer, and (z) the Acquired Interests shall exclude any Rollover Shares to the extent there are any Rollover Participants.
Purchase and Sale of the Acquired Interests. On the terms and subject to the conditions of this Agreement, at the Closing, each Seller shall sell, convey, transfer and assign to Purchaser, and Purchaser shall purchase and acquire from each such Seller, all right, title and interest in and to the Acquired Interests set forth next to such Seller’s name on the Allocation Schedule, free and clear of all Liens (other than restrictions imposed on transfer under applicable federal and/or state securities laws or regulations).
Purchase and Sale of the Acquired Interests. Subject to and in accordance with the terms and conditions set forth herein, at the Closing, Buyer shall purchase (i) from PRE III all of the PRE Wildcat Holdings Interest, and (ii) from the Individual Sellers and PBS PRE III-B Holdings, all of the PBS Holdings Interest owned by each such Seller, and such Sellers shall sell, transfer, assign, convey and deliver to Buyer, all of the Acquired Interests, free and clear of any Liens (other than transfer restrictions arising under the Securities Act and applicable state securities Laws).
Purchase and Sale of the Acquired Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing (a) US Seller shall assign, transfer and deliver to US Buyer, and US Buyer shall acquire from US Seller, all of the US Acquired Interests and (b) International Seller shall assign, transfer and deliver to International Buyer, and International Buyer shall acquire from International Seller, all of the International Acquired Interests, in each case, free and clear of all Liens (other than transfer restrictions arising under applicable securities Laws), with the consideration for such Acquired Interests to be payable by Buyers as set forth in Section 2.4(b), subject to the adjustments set forth in this Agreement.
Purchase and Sale of the Acquired Interests
