Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below).

Purchase and Sale. (a) Subject to the terms and conditions of this Agreement, at Closingon the Closing Date, Seller shall sellhereby sells, grantassigns, assigntransfers, convey, transfer conveys and deliver grants to BuyerPurchaser, and Buyer shall purchase Purchaser hereby purchases, acquires and acquire accepts from Seller, all of Seller’s rights, title and interest in and to the SecuritiesPurchased Royalty Interests, free and clear of any and all “Liens” (as defined below), other than Permitted Liens.

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller's right, title, and interest in and to the Securities, free and clear of all “Liens” (as defined below)Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Selleracquire, all right, title and interest in and to the SecuritiesInterest, in each case free and clear of any and all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to (a) On the terms and subject to the conditions of set forth in this Agreement, at Closingthe Closing (as defined below), Seller shall agrees to sell, grant, assign, convey, transfer and deliver assign to Buyer, and Buyer shall agrees to purchase and acquire from Seller, all of Seller’s right, title and interest in and to the SecuritiesTarget Shares, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject Upon and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, granttransfer, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Assets.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreementhereof, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver assign to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” (as defined below)liens, claims and encumbrances, and Purchaser shall purchase, acquire and accept, all right, title and interest in and to Seller’s Membership Interest.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closingpursuant to the Assignment Agreement, Buyer hereby agrees to purchase from Seller, and Seller shall hereby agrees to sell, grant, assign, convey, transfer and deliver convey to Buyer, and Buyer shall purchase and acquire from Selleron the Closing Date, all of the Securities, free and clear of all “Liens” (as defined below)Transferred Rights.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer assign and deliver convey to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, the Securities, free and clear of all “Liens” (as defined below)liens and encumbrances, all of Seller’s right, title and interest in and to the Purchased Receivables.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingon the Closing Date, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and acquire from accept, all of Seller's right, title and interest in, to and under the Securities, free and clear of all “Liens” (as defined below)Acquired Assets.

Purchase and Sale. Subject Upon and subject to the terms and conditions of this Agreement, at the Closing, Seller shall will sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase will purchase, acquire and acquire accept from Seller, the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to As of the Closing Date and upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, Buyer and Buyer shall purchase purchase, acquire and acquire from Selleraccept, all right, title and interest of Seller in and to, the Securities, free and clear of all “Liens” (as defined below)Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall does hereby irrevocably sell, grant, assign, convey, transfer transfer, assign and deliver to BuyerBuyer all of the right, title and Buyer shall purchase interest of Seller in, to and acquire from Seller, under the SecuritiesPurchased Assets at the Closing, free and clear of all “Liens” (as defined below), and Buyer does hereby accept all the right, title and interest of Seller in, to and under all of the Purchased Assets, free and clear of all Liens.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing (as defined herein), Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject Upon and subject to the terms and conditions of this Agreement, at Purchaser agrees to purchase the Property from Seller, and Seller agrees to sell the Property to Purchaser. At the Closing, Seller shall sellassign, grant, assigntransfer, convey, and deliver the Property to Purchaser pursuant to the Deed, the Xxxx of Sale, the Assignment of Contracts and such other assignment and transfer documentation as is required to fully transfer and deliver convey the Property to BuyerPurchaser, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)herein provided.

Purchase and Sale. Subject to the terms and conditions of this Agreementhereof, and in reliance upon the representations, warranties, covenants and agreements herein, at the Closing, Seller shall sell, grant, assign, convey, transfer agrees to sell and deliver to Buyer, and Buyer shall purchase agrees to purchase, accept and acquire from pay for, all of Seller’s right, title and interest in and to the SecuritiesStock, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. (a) Subject to the terms and conditions of this Agreement, at the Closing, Seller and Parent shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase purchase, assume and acquire from SellerSeller and Parent, all right, title and interest of Seller and Parent in and to the SecuritiesAcquired Assets, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to and upon the terms and conditions of this Agreement, at effective as of the Closing, Seller shall agrees to sell, grant, assign, conveytransfer, transfer convey and deliver to BuyerPurchaser, and Buyer shall Purchaser agrees to purchase and acquire from Seller, all of Seller's right, title and interest in and to the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. (a) Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer assign and deliver convey to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, acquire and acquire accept from Seller, Seller’s right, title and interest in and to the SecuritiesPurchased Accounts, free and clear of any and all “Liens” (as defined below)Encumbrances other than those Encumbrances created in favor of Purchaser by the Transaction Documents.

Purchase and Sale. Subject (a) At the Closing (as hereinafter defined) and subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer Purchaser shall purchase and acquire from Seller, and Seller shall sell to Purchaser, all right, title and interest in and to the Securities, free and clear following assets that are owned by or under the control of all “Liens” Seller (as defined below).collectively the "Purchased Assets"):

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall, and shall cause the other Seller Entities to, sell, grant, assign, convey, transfer and deliver convey to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller and the other Seller Entities, all of Seller’s and the other Seller Entities’ right, title and interest as of the Securities, free Closing in and clear of all “Liens” (as defined below)to the Purchased Assets.

Purchase and Sale. Subject to On the terms and subject to the conditions of contained in this Agreement, at ClosingSeller is hereby selling, Seller shall sellassigning, grant, assign, convey, transfer transferring and deliver conveying to BuyerPurchaser, and Buyer shall purchase Purchaser is hereby purchasing, accepting and acquire from paying for, all of Seller’s right, title and interest in and to the Securities, free and clear of all “Liens” (as defined below)Assets.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sellhereby sells, grantassigns, assigntransfers, convey, transfer conveys and deliver delivers to Buyer, and Buyer shall purchase and acquire purchases from Seller, the Equity Securities, free and clear of all “Liens” (as defined below)Encumbrances, other than Permitted Encumbrances.

Purchase and Sale. (a) Subject to the terms and conditions of set forth in this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller shall sell, grant, assign, convey, transfer and deliver assign to Buyer, and Buyer shall purchase and acquire from Seller, all of the Securities, free and clear of all “Liens” (as defined below)Purchased Interests.

Purchase and Sale. Subject to (a) Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, the Securities, free and clear of all Liens, all right, title and interest of Seller in, to and under the following assets, properties and rights of Seller (collectively, the “Liens” (as defined below).Acquired Assets”):

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at ClosingPurchaser shall purchase, acquire and accept from Seller, and Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerPurchaser, on the Closing Date, all of Seller’s right, title and Buyer shall purchase interest in, to and acquire from Sellerunder, the Securities, free and clear of all “Liens” (as defined below)Interest.

Purchase and Sale. Subject to the terms and conditions of this Agreementhereof, at the Closing, Seller the Sellers shall sell, granttransfer, assign, convey, transfer assign and deliver to the Buyer, and the Buyer shall purchase and acquire from Sellerthe Sellers, all of the Securities, free and clear of all “Liens” (as defined below)Purchased Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer (or cause to be sold, conveyed, transferred, assigned and delivered to Buyer), and Buyer shall purchase and acquire from Seller, all of the Securities, issued and outstanding capital stock of the Transferred Companies free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing provided for in Section 1.3 hereof (the "Closing"), Seller shall will sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase will purchase, acquire and acquire accept from Seller, all of Seller's rights, title and interests in and to the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller Sellers shall sell, grantcontribute, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase accept and acquire from SellerSellers, the SecuritiesAcquired Interests, free and clear of all “Liens” (as defined below), other than restrictions on transfer of securities arising under applicable securities Laws or the Organizational Documents of the Company.

Purchase and Sale. Subject to the terms and conditions of provisions set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the Securities, free and clear following assets of all “Liens” (as defined below).the Business:

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesMembership Interests, free and clear of all “Liens” (as defined below)Encumbrances, other than Encumbrances created by Buyer or those arising under applicable securities laws.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, the Seller shall sell, granttransfer, assign, convey, transfer assign and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, the Securities, free and clear all of all “Liens” (as defined below)Seller’s Interests.

Purchase and Sale. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller shall sell, grantconvey, transfer, assign, convey, transfer and deliver (or cause to Buyerbe delivered) to Buyer the Equity Interests, and Buyer shall purchase purchase, acquire and acquire accept delivery of the Equity Interests from Seller, the Securities, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller the Sellers shall sell, grantconvey, assign, convey, transfer and deliver to Buyerthe Purchaser or its designee(s), and Buyer the Purchaser or its designee(s) shall purchase purchase, acquire and acquire accept from Sellerthe Sellers, all of the Securitiesright, free title and clear interest of all “Liens” (as defined below)Sellers in and to the Assets.

Purchase and Sale. Subject to and upon the terms and conditions of this Agreement, at Closingon the Closing Date, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, all of the Securitiesright, free title and clear interest of Seller in and to the Interests so that upon consummation of the transactions described herein, Buyer shall own, directly, all of the Interests (the “Liens” (as defined belowAcquisition”).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingon the Closing Date, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, Buyer (or its designated Affiliates) and Buyer (or its designated Affiliates) shall purchase purchase, acquire and acquire from Selleraccept, all right, title and interest of Seller in, to and under the Securities, free Purchased Assets and clear of all “Liens” (as defined below)the Transferred Assets.

Purchase and Sale. Subject (a) Pursuant to the terms and conditions of this Agreement, at the Closing, Seller shall will sell, grant, assign, convey, transfer and deliver to Buyer, free and clear of all Liens other than restrictions under applicable securities Laws, and Buyer shall will purchase and acquire from Seller, all of the Securities, free and clear of all “Liens” (as defined below)Acquired Equity.

Purchase and Sale. Subject At the Closing, subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire accept from Seller, all of Seller’s right, title and interest in and to all of the Securities, free and clear of all “Liens” (as defined below)Acquired Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer assign and deliver convey to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, the Securities, free and clear of all liens and encumbrances, all of Seller’s right, title and interest in and to the following (collectively, the “Liens” (as defined below).Purchased Assets”):

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title, and interest in and to the Securities, Assets (other than the Excluded Assets) free and clear of all “Liens” (as defined below)Encumbrances other than Permitted Encumbrances.

Purchase and Sale. Subject At the Closing and subject to the terms and -------- --- ---- conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase from Seller all of Seller's right, title, and acquire from interest in and to, and assume Seller's obligations with respect to, the SecuritiesRecords and the other Assets. Additionally, free and clear Seller shall pay over to Buyer those additional sums described in section 2.1(b)(iv) of all “Liens” (as defined below)this Agreement.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerPurchaser all of Seller’s right, title and Buyer shall purchase interest in and acquire from Seller, to the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, (i) Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver to BuyerPurchaser, and Buyer shall Purchaser will purchase and acquire from Seller, the Securities, free and clear of all “Liens” (, all of Seller's right, title and interest in and to the Shares owned by Seller as defined below)set forth opposite Seller's name on Annex I hereto.

Purchase and Sale. Subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grant, assign, convey, sell and transfer and deliver the Equity Interests to Buyer, and Buyer shall purchase and acquire the Equity Interests from Seller, the Securities, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and acquire from Seller, on the SecuritiesClosing Date, free and clear of all “Liens” (as defined below)the Shares.

Purchase and Sale. Subject to the terms and conditions of this Agreementhereof, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver assign to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free Business and clear of all “Liens” (as defined below)the Acquired Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Seller sells and, at the Closing, Seller shall sell, grantwill convey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all Liens, and Purchaser purchases and, at the Closing, will acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares (the “Liens” (as defined belowTransaction”).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall agrees to sell, grant, assign, convey, transfer and deliver assign to Buyer, and Buyer shall agrees to purchase and acquire from such Seller, the Securitiesall of such Seller’s right, title and interest in and to such Seller’s Company Units, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to the terms and conditions of contained in this Agreement, at Closing, Seller Sellers shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase from Sellers, all of the Sellers’ issued and acquire from Selleroutstanding membership interests of any form, class or designation of the SecuritiesCompany (the “Interests”), free in exchange for a purchase price which shall be paid under the terms and clear of all conditions as set forth herein (the “Liens” (as defined belowPurchase Price”).

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title, and interest in and to the SecuritiesAssets, free and clear of all “Liens” (as defined below)after giving effect to the Special Bank Dividend.

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the SecuritiesPurchased Assets. Seller shall transfer good and marketable title to the Purchased Assets to Buyer, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title, and interest in and to the SecuritiesSeller Assets, free and clear AM TRU shall sell, convey, assign, and transfer to Buyer and Buyer shall purchase and acquire from AM TRU all of all “Liens” (as defined below)AM TRU’s right, title and interest in and to the AM TRU Real Estate.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, and Seller shall sell, transfer and assign to Buyer, all of Seller’s right, title and interest in and to the SecuritiesShares, free and clear of all “Liens” (as defined below)any Encumbrances, in exchange for the Purchase Price.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall will sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall will purchase and acquire from Selleracquire, the Securities, free and clear of all “Liens” (as defined below)Purchased Interests.

Purchase and Sale. Subject to and upon the terms and conditions of set forth in this Agreement, at Closingthe Closing Seller hereby sells, Seller shall sellconveys, grantgrants, assigntransfers, convey, transfer assigns and deliver delivers to Buyer, and Buyer shall purchase hereby purchases, acquires, assumes and acquire accepts from Seller, the Securities, Shares free and clear of all “any Liens” (as defined below).

Purchase and Sale. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement, at Closingcontained herein, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase purchase, accept and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Membership Interests.

Purchase and Sale. Subject to On the terms and subject to the conditions of ----------------- set forth in this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, at the SecuritiesClosing, free all right, title and clear interest of all “Liens” (as defined below)Seller in and to the Purchased Assets, wherever located.

Purchase and Sale. Subject to and upon the terms and conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver assign to BuyerParent, and Buyer Parent shall purchase and acquire from Seller, all of Seller’s right, title and interest in, to and under the SecuritiesCompany Debenture. Seller shall cause, free and clear in no manner interfere with, the delivery by the Custodian of all “Liens” (as defined below)the Company Debenture to Parent at the Closing upon the Custodian’s receipt of the Purchase Price.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sellhereby sells, grantassigns, assigntransfers, convey, transfer conveys and deliver delivers to Buyer, and Buyer shall purchase hereby purchases, acquires and acquire accepts from Seller, all legal and beneficial right, title and interest in and to the SecuritiesShares, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreementset forth herein, at Closingthe Closing (as defined herein), Seller shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title, and interest in and to the SecuritiesPurchased Interests, free and clear of all any mortgage, pledge, lien, charge, security interest, claim or other encumbrance (“Liens” (as defined belowEncumbrance”).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, and Buyer shall purchase purchase, acquire and acquire accept from Seller, all right, title and interest, legal and equitable, of Seller in and to all of the SecuritiesShares, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to and upon the terms and conditions of this Agreement, at Closingthe Closing (as hereinafter defined), Seller shall sell, granttransfer, assign, convey, transfer deliver and deliver assign to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller's right, title and interest in and to the Securities, free and clear of all “Liens” (as defined below)LLC.

Purchase and Sale. Subject to (a) On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller the Sellers shall sell, grantconvey, assign, convey, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and acquire accept from Sellerthe Sellers, all of the SecuritiesSellers' right, free title and clear of all “Liens” (as defined below)interest in and to the Assets, other than the Excluded Assets.

Purchase and Sale. Subject to (a) At the Closing, on the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver to BuyerPurchaser in exchange for the Purchase Price, and Buyer Purchaser shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)., all of Seller's right, title and interest in and to all of the following:

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, grant, assign, convey, transfer and deliver convey to the Buyer, and the Buyer shall purchase purchase, acquire and acquire accept from the Seller, the Securities, free and clear of all “Liens” liens and encumbrances (as defined belowother than those contemplated by this Agreement), all of the Seller’s right, title and interest in and to the Royalty.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver sell to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, all of the Securitiesright, title and interest of Seller in and to the Units, free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at Closingthe Closing (as hereinafter defined), the Seller shall sell, grant, assign, convey, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire, accept and acquire from Seller, the Securities, free and clear take possession of all of the Seller’s right, title and interest in and to the following securities (“Liens” (as defined below)Stock”) from the Seller.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Seller sells and, at Closingthe Closing (as defined below), Seller shall sell, grantwill convey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” , and Purchaser purchases and, at the Closing (as defined below), will acquire and accept from Seller, all of Seller’s right, title and interest in and to the Shares (the “Transaction”).

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase purchase, acquire and acquire accept from the Seller, all of the SecuritiesSeller's right, free title and clear of all “Liens” (as defined below)interest in and to the Shares.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at ClosingBuyer shall purchase from Seller, and Seller shall sell, grant, assignsell, convey, transfer transfer, assign and deliver deliver, or cause to be sold, transferred, assigned and delivered, to Buyer, all of Seller’s right, title and Buyer shall purchase interest in and acquire from Seller, to the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to On the terms and subject to the conditions of described in this Agreement, at Closing, Seller shall sell, grant, assign, conveytransfer, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” Shares in exchange for the Purchase Price. At the Closing (as defined below), the Purchase Price shall be paid to Seller by wire transfer, and Seller shall cause the Shares to be delivered to Buyer via Direct Registration System book-entry transfer or other mechanism reasonably satisfactory to Buyer.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at Closingthe Closing and effective as of the Closing Time, Seller shall irrevocably sell, grantconvey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below), all of Seller’s right, title and interest in and to the Purchased Assets.

Purchase and Sale. Subject to the terms and conditions set forth in this Agreement and in consideration of this Agreement, at Closingthe Purchase Price, Seller shall sell, grant, assign, convey, deliver and transfer and deliver at the Closing to Buyer, and Buyer shall purchase purchase, acquire and acquire accept at the Closing from Seller, all of the Securitiesright, title and interest of Seller in and to the Membership Interests, so that upon the consummation of the Closing, Buyer shall own, directly, all of the Membership Interests free and clear of all “Liens” (as defined below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreementset forth herein, at Closing, the Closing the Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, the Buyer and the Buyer shall purchase purchase, acquire and acquire accept from the Seller, all of the SecuritiesSeller's right, free title and clear of all “Liens” interest in and to the following assets (as defined below).the "Purchased Assets"):

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closing, the Closing Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, Purchaser or its designees and Buyer Purchaser or such designees shall purchase and acquire from Seller, Seller the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at Closing, Seller shall will sell, grant, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesPurchaser, free and clear of all “Liens” (as defined below)Liens and Purchaser will purchase and accept at the Closing, the Membership Interests.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assigntransfer, convey, transfer assign and deliver deliver, or cause to be sold, transferred, conveyed, assigned or delivered to Buyer, and Buyer shall purchase and acquire from Seller, at Closing, all of Seller's right, title and interest in, to and under the Securitiesfollowing (collectively, free and clear of all “Liens” (as defined below).the "ACQUIRED ASSETS"):

Purchase and Sale. a. Subject to the terms and conditions of this Agreementset forth herein, at the Closing, Seller shall sell, grantconvey, assign, conveytransfer, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title, and interest in, to, and under all of the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, the Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, at the SecuritiesClosing, free and clear of all “Liens” (as defined below), and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to all of the Shares.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below), and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Shares.

Purchase and Sale. Subject to On the terms and subject to the conditions of this Agreement, at ClosingSeller, Seller shall sell, grant, assign, convey, transfer transfer, assign and deliver to Buyer, and Buyer shall purchase and acquire accept from Seller, on the SecuritiesClosing Date, free all right, title and clear interest of all “Liens” (as defined below)Seller in and to the Purchased Assets.

Purchase and Sale. Subject to On the terms and subject to the conditions of set forth in this Agreement, at the Closing, Seller shall sell, grant, assign, convey, transfer and deliver convey to Buyer, and Buyer shall purchase and acquire from Seller, the SecuritiesAcquired Interests, free and clear of all “Liens” (as defined below)Liens other than restrictions on transfer that may be imposed by state or federal securities Laws or the Charter Documents of the Acquired Companies.

Purchase and Sale. Subject Upon and subject to the terms and conditions of this Agreement, at the Closing, Seller shall will sell, grant, assign, convey, transfer and deliver to Buyer, and Buyer shall will purchase and acquire from Seller, all of Seller’s right, title and interest in, to or under the Securities, free and clear of all “Liens” (as defined below)Shares.

Purchase and Sale. Subject to (a) At the Closing, upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in the SecuritiesShares, free and clear of all “Liens” (as defined below)Encumbrances.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, transfer and deliver to Buyer, free and clear of all Liens, claims, charges, restrictions or encumbrances of every kind, nature and description, and Buyer shall purchase purchase, and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Assets at the Closing.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer shall purchase and acquire from Selleracquire, all of the SecuritiesAcquired Interests, free and clear of all Encumbrances (other than transfer restrictions under securities Laws and any encumbrances granted to any lender at the Closing in connection with any financing by Buyer of the transactions contemplated hereby) (the “Liens” (as defined belowSale”).

Purchase and Sale. Subject to the terms and conditions of this Agreement, at Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to BuyerPurchaser, and Buyer shall purchase and acquire from Seller, effective as of the Securities, free and clear of all “Liens” Closing (as defined below), and Purchaser shall purchase, acquire and assume, as of the Closing, all of Seller's right, title and interest in, to and under the Acquired Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, Agreement and upon the mutual execution and delivery of this Agreement by Buyer and Seller at Closingthe Closing on the Closing Date, Seller shall sell, grant, assign, convey, transfer and deliver sell to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” Encumbrances, all of Seller's right, title and interest in and to the Business and the following assets of Seller (the "Acquisition Assets"), whether tangible or intangible, of every kind and description, as defined below).set forth in this Section 2.1:

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing, each Seller (as applicable) shall sell, grant, assign, conveytransfer, transfer convey and deliver to the Buyer, and the Buyer shall purchase purchase, acquire and acquire accept from each Seller, the Securities, free and clear of all “Liens” (as defined below).all

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closing, the Closing the Seller shall sell, grant, assign, convey, transfer and deliver to Buyer, Purchaser or its designees and Buyer Purchaser or such designees shall purchase and acquire from Seller, Seller the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closing, Seller shall agrees to sell, grant, assign, conveytransfer, transfer convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and Buyer shall delivered, to Purchaser and Purchaser agrees to purchase and acquire from Sellerat the Closing, all the Securities, acquired assets free and clear of all “Liens” (as defined below)liens, liabilities or obligations.

Purchase and Sale. Subject to (a) Upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to Buyer at Closing, Seller shall sellall of Seller’s right, granttitle and interest throughout the world, assign, convey, transfer in and deliver to Buyer, and Buyer shall purchase and acquire from Seller, the Securities, free and clear of all “Liens” (as defined below)Purchased Assets.

Purchase and Sale. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, granttransfer, assign, convey, transfer convey and deliver assign to Buyer, and Buyer shall purchase and acquire from acquire, all of Seller's right, title and interest in and to the SecuritiesShares. The sale, free assignment, conveyance and clear transfer of the Shares to Buyer, as herein provided, shall be effected by Seller's execution and delivery of all “Liens” (as defined below).share certificates representing the Shares, duly endorsed to Buyer

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title, and interest in and to the Securities, free and clear of all “Liens” (as defined below)Assets.

Purchase and Sale. (a) Subject to the terms and ------------------ conditions of this Agreement, at Closingon the Closing Date, Seller shall sell, granttransfer, assign, conveygrant, transfer convey and deliver set over to BuyerPurchaser, and Buyer its successors and assigns forever, and Purchaser shall purchase and acquire receive from Seller, the Securities, free and clear of any and all “Liens” (as defined below), all of Seller's right, title and interest in, to and under the Shares.

Purchase and Sale. Subject to (a) On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, grant, assign, conveytransfer, transfer convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, all the Securitiesright, free title and clear interest of all “Liens” Seller in, to and under the Acquired Assets (as defined belowhereinafter defined)., for a total purchase price (the “Purchase Price”) to be paid as follows:

Purchase and Sale. Subject At the Closing and subject to the terms and conditions of set forth in this Agreement, at Closing, Seller shall sell, grantconvey, assign, convey, and transfer and deliver to Buyer, Buyer and Buyer shall purchase and acquire from Seller all of Seller’s right, title, and interest in and to the SecuritiesAssets, free and clear of all “Liens” (after giving effect to the Special Bank Dividend as defined provided in Section 2.03 below).

Purchase and Sale. Subject to Upon the terms and subject to the conditions of this Agreement, at Closingthe Closing (as hereinafter defined), each Seller shall sellagrees to contribute, grant, assign, convey, sell and transfer and deliver to Buyer, and Buyer shall agrees to purchase from each Seller such Seller’s right, title and acquire from Seller, the interest in and to its Equity Securities, free and clear of all “Liens” (as defined below).