Purchase and Sale; Other Transactions. Upon and subject to the terms and conditions of this Agreement, at the Closing (i) Seller agrees to sell, assign, transfer and convey to Buyer all of its right, title and interest in and to the Interest, and Buyer agrees to (x) purchase and accept the assignment, transfer and conveyance of all such right, title and interest in and to the Interest pursuant to the assignment and assumption agreement in substantially the form of Exhibit 2.4(a)(vi) attached hereto, and (y) pay the Purchase Price to Seller in accordance with Section 2.2, (ii) Seller agrees to cause LPO to assign and transfer the Venture Management Agreement to Buyer, and Buyer agrees to accept such assignment and assume the obligations of LPO under the Venture Management Agreement pursuant to the assignment and assumption agreement in substantially the form of Exhibit 2.4(a)(vii) attached hereto, and (iii) Buyer agrees to deliver or cause to be delivered to the Agent Substitute Letters of Credit or cash, at Buyer’s option, in an aggregate amount not exceeding the difference of $9,850,000 minus the Cash Protection Amount, to the Agent and/or the Lenders under the Credit Agreement. Except for the obligations of Seller under the Partnership Agreement and the Venture Management Agreement assumed pursuant to the Assignment and Assumption Agreements delivered pursuant to Sections 2.4(b)(iv) and (v), Buyer is not assuming any Liabilities of Seller.
Purchase and Sale; Other Transactions. Upon and subject to the terms and conditions of this Agreement, at the Closing (a) Sellers agree to sell, assign, transfer and convey to designated subsidiaries of Buyer, as provided in Section 2.4 below, all of their right, title and interest in and to the Interest and the Assets, and Buyer agrees to (i) purchase the Interest, (ii) cause certain designated subsidiaries to accept the assignment, transfer and conveyance of all such right, title and interest in and to the Interest, as provided in Section 2.4 below, pursuant to the assignment and assumption agreement in substantially the form of Exhibit 2.4(a)(vi) attached hereto, and (ii) pay or cause one or more of its subsidiaries to pay the Purchase Price to Sellers in accordance with Section 2.2, (b) Sellers agree to cause LPO to assign and transfer the Venture Management Agreement and the VMA Receivables to Buyer or a designated subsidiary of Buyer, and Buyer agrees to accept or cuase a designated subsidiary to accept such assignment and assume the obligations of LPO under the Venture Management Agreement pursuant to the assignment and assumption agreement in substantially the form of Exhibit 2.4(a)(vii) attached hereto, (c) Sellers agree to assign and transfer the Assets to Buyer or one or more designated subsidiaries of Buyer, and Buyer agrees to accept or cause its subsidiaries to accept such assignment and assume the obligations of LPS under the LPS Agreements pursuant to the assignment and assumption agreements in substantially the form of Exhibit 2.4(a)(v) (I), (II), and (III) attached hereto, (d) Buyer agrees to deliver or cause to be delivered to the Agent (and/or the Lenders under the Credit Agreement) Substitute Letters of Credit or cash, at Buyer’s option, in an aggregate amount equal to the amount available to be drawn under the Existing Letters of Credit, and (e) Buyer and Sellers agree to sign and deliver, or cause to be signed and delivered, as applicable, the Credit Related Assignment and Assumption Agreements in the form of 2.4(a)(xi)(I) and (II). Except for (a) the Liabilities of Sellers under the Partnership Agreement, the LPS Agreements and the Venture Management Agreement assumed pursuant to the Assignment and Assumption Agreements delivered pursuant to Sections 2.4(b)(iv), (v), and (vi) and (b) the Liabilities assumed pursuant to the Credit Related Assignment and Assumption Agreements delivered pursuant to Section 2.4(b)(ix), Buyer is not assuming any Liabilities of Sellers or thei...
Purchase and Sale; Other Transactions
