Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Seller the Interests.
Sale and Purchase of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, (a) the Sellers shall each sell, convey, assign and transfer his Interests to Purchaser, free and clear of all Encumbrances, (b) the Purchaser shall purchase and accept the Interests from the Sellers, (c) the Sellers shall each withdraw as a Member of the Company, and (d) the Purchaser shall be admitted as the sole Member of the Company with respect to the Interests. All Interests together shall be purchased by the Purchaser and under no circumstances shall only part of the Interests be purchased by the Purchaser.
Sale and Purchase of the Interests. 2.1 2.1.1 Subject to the terms of this Agreement the Seller as legal and beneficial owner hereby agrees to sell and transfer the Interests to the Purchaser free from all Encumbrances save for the Limited Overriding Royalty Interest pursuant to and as defined in the Joint Operating Agreement for the Consideration and the Purchaser hereby agrees to purchase and acquire the Interests from the Seller.
Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, the Seller hereby agrees to sell and transfer to the Purchaser and the Purchaser hereby agrees to purchase and acquire from the Seller the Interests on Completion, free from Encumbrances (other than those arising under the Licensed Interest Documents) to the Purchaser, and the Purchaser hereby agrees to acquire from the Seller, the Interests. The Parties acknowledge that for certain purposes as set out in this Agreement, the transfers referred to in this Clause 2.1 shall, as between the Parties, be deemed to be made with effect on and from the Economic Date. Accordingly it is intended that, applying the Accruals Basis of Accounting:
Sale and Purchase of the Interests. Upon and subject to the terms and provisions of this Agreement, the Buyer shall purchase and accept delivery from the Seller, and the Seller shall sell, assign, transfer, and deliver to the Buyer, at the Closing, all of the Interests, free and clear of all Liens.
Sale and Purchase of the Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date AGS and AGS Consultants shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase the Equity Interest from AGS and the Profits Interest from AGS Consultants (collectively, the "Transaction").
Sale and Purchase of the Interests. At Closing, Company shall purchase from Sellers, and Sellers shall sell and transfer to Company, the Interests, free and clear of all Liens. As consideration for Sellers’ Interests, Company shall pay Sellers a sum of $3,400,000 (the “Purchase Price”). The Purchase Price shall consist of $600,000 cash due at Closing and a $2,800,000 promissory note (the “Note”) delivered to Sellers at Closing, a copy of which Note is attached hereto as Exhibit A.
Sale and Purchase of the Interests. 2.1.1 Subject to the terms of this Agreement, Seller hereby agrees to sell with full title guarantee and free from all Encumbrances (subject to the provisions of the Licensed Interest Documents) to Purchaser and Purchaser hereby agrees to acquire from Seller the Interests.
Sale and Purchase of the Interests. 1.1 Sale of the Membership Interests. Subject to the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, Sellers hereby sell, assign, transfer and deliver the Membership Interests to Purchaser, and Purchaser purchases the Membership Interests from the Sellers (the "Transaction").
Sale and Purchase of the Interests. Upon and subject to the terms and provisions of this Agreement, the US Buyer shall purchase and accept delivery from the US Seller, and the US Seller shall sell, assign, transfer and deliver to the US Buyer, at the Closing, the Interests, validly issued and outstanding, non-assessable, fully paid, and free and clear of all Liens other than restrictions on the transfer of securities existing under securities Laws.
