Purchase, Sale and Assignment. At the Closing and upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, the Revenue Participation Right free and clear of all Liens.
Purchase, Sale and Assignment. (a) At the Closing and upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and convey to the Buyer, without recourse (except as expressly provided herein), and the Buyer shall purchase, acquire and accept from the Seller, the Revenue Participation Right, free and clear of all Liens. Immediately upon the sale to the Buyer by the Seller of the Revenue Participation Right pursuant to this Section 2.1, all of the Seller’s right, title and interest in and to the Revenue Participation Right shall terminate, and all such right, title and interest shall vest in the Buyer, free and clear of all Liens.
Purchase, Sale and Assignment. Upon the terms and subject to the conditions of this Agreement:
Purchase, Sale and Assignment. Buyers severally and not jointly hereby purchase and Seller hereby sells 7,492,135 shares (the “Shares”) of Series A Preferred Stock of Company (the “Series A Stock”) and Sherbrooke Partners, LLC, a Delaware limited liability company (“Sherbrooke”), Xxxx Capital, LLC, a Delaware limited liability company (“Xxxx Capital”), and CGA Resources Inc., LLC (“CGA”) severally and not jointly hereby purchase and Seller hereby sells warrants to purchase an aggregate of 1,204,012 shares of Series A Stock (the “Warrants”). The Shares and the Warrants are collectively referred to herein as the “Securities”. The number of Securities purchased by each Buyer is set forth in Exhibit A opposite such Buyer’s name. The purchase and sale of the Securities is a sale of Seller’s entire equity interest in Company which interest was acquired by Seller pursuant to the Assignment (as defined in Section 6.5). Goldman hereby assigns to Buyers all of Xxxxxxx’x rights under the Amended and Restated Registration Rights Agreement (the “Registration Agreement”), dated September 21, 2000, originally entered into between Company and Capital Consultants LLC (“CCL”) as a Holder (as that term is define in the Registration Agreement) and Buyers hereby assume all of Xxxxxxx’x obligations under the Registration Agreement.
Purchase, Sale and Assignment. (A) Subject to the terms and conditions hereof, at the Initial Closing (as defined in Section 1.4 hereof) the Seller shall sell, assign, convey and otherwise transfer to the Buyer, and the Buyer shall purchase from the Seller, all right, title and interest of Seller in and to (i) each limited partnership and other ownership or equity interest (including, without limitation, each option or other right to purchase or acquire any such limited partnership and other ownership or equity interest) as set forth and described on Schedule 1.1 hereto (collectively, the "INITIAL INTERESTS"), in the partnerships or that constitute a portion of the Business as listed on Schedule 1.1 hereto (collectively, the "PARTNERSHIPS"), (ii) a ninety-nine percent (99%) interest in each general partnership interest and each option or other right to purchase or acquire any such general partnership interest, as set forth and described in Schedule 1.1, in the Partnerships ("FIRST TRANCHE GP INTERESTS," the Initial Interests and the First Tranche GP Interests are collectively referred to herein as the "FIRST TRANCHE INTERESTS"), (iii) any management agreements or other similar agreements between Seller and/or its affiliates, on the one hand, and any of the Partnerships, on the other hand (the "MANAGEMENT AGREEMENTS"); (iv) any rights of Seller and/or any of Seller's products in any territory ("DISTRIBUTION RIGHTS"); and (v) 1,134,922 shares of Class A Common Stock (the "U.S.M.D. INTEREST") of U.S. Medical Development, Inc., a Nevada corporation ("U.S.M.D."), in each case, free and clear of any and all security interests, liens, charges, claims, agreements (other than the obligations of Buyer under the Partnership Agreements from and after the Initial Closing), obligations and encumbrances of any nature whatsoever (as defined in Section 2.2) ("ENCUMBRANCES").
Purchase, Sale and Assignment. OF THE REVENUE PARTICIPATION RIGHT
Purchase, Sale and Assignment. Upon the terms and subject to the conditions set forth in this Agreement, on the Funding Date the Seller Parties shall, jointly and severally, sell, assign and transfer to each Purchaser, and each Purchaser, severally (and not jointly or jointly and severally), shall purchase and accept from the Seller Parties, free and clear of all Liens, such Purchaser’s Pro Rata Share of the Purchased Royalty Interest. Each Purchaser’s interest in its Pro Rata Share of the Purchased Royalty Interest shall vest immediately upon the Lead Seller’s receipt of payment from such Purchaser of such Purchaser’s Pro Rata Share of the Investment Amount (subject to reduction for any fees due hereunder and pursuant to the Fee Letter, and any outstanding Reimbursable Expenses) subject to the termination provisions of Section 10.02.
Purchase, Sale and Assignment. At the First Tranche Funding Date upon the payment of the First Tranche Purchase Price, and upon the terms and subject to the conditions of this Agreement, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, the Acquired Intangibles free and clear of all Liens (other than Liens created by Buyer and Permitted Liens). For the avoidance of doubt, the Acquired Intangibles do not represent any right, title or interest in the Intellectual Property Rights.
Purchase, Sale and Assignment. Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Property (hereinafter defined) for the consideration and upon and subject to the terms, provisions and conditions hereinafter set forth. The "Property" means:
Purchase, Sale and Assignment. Buyers severally and not jointly ------------------------------ hereby purchase and Seller hereby sells 7,492,135 shares (the "Shares") of ------ Series A Preferred Stock of Company (the "Series A Stock") and Sherbrooke -------------- Partners, LLC, a Delaware limited liability company ("Sherbrooke"), Mark ---------- Xxpital, LLC, a Delaware limited liability company ("Mark Capital"), and CGA ------------ Resources Inc., LLC ("CGA") severally and not jointly hereby purchase and Seller --- hereby sells warrants to purchase an aggregate of 1,204,012 shares of Series A Stock (the "Warrants"). The Shares and the Warrants are collectively referred to -------- herein as the "Securities". The number of Securities purchased by each Buyer is set forth in Exhibit A opposite such Buyer's name. The purchase and sale of the --------- Securities is a sale of Seller's entire equity interest in Company which interest was acquired by Seller pursuant to the Assignment (as defined in Section 6.5). Goldman hereby assigns to Buyers all of Goldman's rights under the ----------- Amended and Restated Registraxxxx Xxxxts Agreement (the "Registration ------------ Agreement"), dated September 21, 2000, originally entered into between Company --------- and Capital Consultants LLC ("CCL") as a Holder (as that term is define in the --- Registration Agreement) and Buyers hereby assume all of Goldman's obligations under the Registration Agreement.
