Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, free and clear of all Encumbrances (other than restrictions on transfer of securities imposed by applicable state and federal securities laws) to the Purchaser, the Interests, and the Purchaser shall purchase the Interests.
Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, the Interests.
Purchase and Sale of the Interests. Subject to the terms and conditions set forth in this Agreement:
Purchase and Sale of the Interests. Subject to and in accordance with the terms and conditions set forth herein, at the Closing, Buyer shall purchase from the Members, and the Members shall sell, transfer, assign, convey and deliver to Buyer, all of the Interests, free and clear of any Liens.
Purchase and Sale of the Interests. CLOSING 1
Purchase and Sale of the Interests. CLOSING 5 2.1 Purchase and Sale of the Interests 5 2.2 Closing 5 2.3 Closing Deliverables 5 Article III REPRESENTATIONS AND WARRANTIES OF SELLER 6 3.1 Organization and Standing 6 3.2 Authority 6 3.3 Consents; No Conflicts 6 3.4 Interests; Beneficiary 7 3.5 Trust Series; Derivative Contracts 7 3.6 No Undisclosed Liabilities 7 3.7 Taxes 7 3.8 Litigation 7 3.9 Employees 7 3.10 Business 7 3.11 Solvency 7 3.12 Limitations of Representations and Warranties 8 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER 8 4.1 Organization and Standing 8 4.2 Authority 8 4.3 Consents; No Conflicts 9 4.4 Purchase Not for Distribution 9 4.5 Limitations of Representations and Warranties 9 Article V COVENANTS 9 5.1 Commercially Reasonable Efforts; Other Action 9 5.2 Access to Books and Records 10 5.3 Public Announcement 10 Article VI CONDITIONS PRECEDENT 11 6.1 Conditions to Each Party’s Obligations 11 6.2 Conditions to Obligations of Buyer 11 6.3 Conditions to Obligations of Seller 11 Article VII TERMINATION 12 7.1 Termination of Agreement 12 7.2 Effect of Termination 12
Purchase and Sale of the Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver the US Interests to the Buyer and shall, or shall cause one of its wholly owned Subsidiaries to, sell, assign, transfer, convey and deliver the Non-US Interests to the Buyer, in each case free and clear of any and all Encumbrances (other than Encumbrances created by the Buyer), and the Buyer shall purchase the US Interests from the Seller and the Non-US Interests from the Seller or one of its wholly owned Subsidiaries, in consideration for the Purchase Price.
Purchase and Sale of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, the Purchaser shall purchase from the Members and the Members shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Interests, free and clear of any mortgage, pledge, hypothecation, rights of others, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge or similar restrictions or limitations, including any restriction on the right to vote, sell or otherwise dispose of the Interests (collectively, the “Liens”).
Purchase and Sale of the Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall cause the Company or its subsidiary(ies), as applicable, to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Company or its subsidiary(ies), as applicable, all of the equity interests of the Purchased Subsidiaries (the “Purchased Interests”).
Purchase and Sale of the Interests. 1 1.01 Purchase and Sale of the Interests 1
