Purchase and Transfer Clause Samples

Purchase and Transfer. Seller agrees to sell the Properties --------------------- to Buyer and Buyer agrees to purchase or cause to be purchased by an affiliate of Buyer the Properties upon all of the terms, covenants and conditions set forth in this Agreement.

Purchase and Transfer. Upon the terms and subject to the --------------------- conditions set forth in this Agreement, at the Closing, (i) Sellers shall, and Parent shall cause Sellers to, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from the Sellers, all of Sellers' right, title and interest in and to the Purchased Assets, and (ii) Buyer shall pay to Sellers the Initial Purchase Price and shall assume, and agree to thereafter pay, perform and discharge when due, the Assumed Liabilities.

Purchase and Transfer. (a) Subject to the terms herein set forth, at the Closing (as defined herein), each Unitholder agrees (severally and not jointly) to Transfer to Purchaser the number of Units set forth opposite such Unitholder’s name under the column entitled “Units” on Annex A to this Agreement (collectively, the “Purchased Units”), and Purchaser agrees to purchase [50]1% of the Purchased Units from such Unitholder for a purchase price per Unit equal to the Merger Consideration (the “Cash Consideration”) and [50]1% of the Purchased Units in exchange for a pro rata (in kind and amount) number of shares of common stock of Parent assuming that the value of each Purchased Unit is equal to the Merger Consideration (the “Parent Share Consideration”), (b) Each of the parties hereto agrees that the purchase and sale of the Purchased Units as contemplated by this Agreement shall be treated as a taxable Exchange (as defined in the Tax Receivable Agreements) resulting in a Basis Adjustment (as defined in the Tax Receivable Agreements), in each case, pursuant to and under the Tax Receivable Agreements. 1 The percentage of Units to be exchanged for cash/stock shall be appropriately revised to give effect to the Sell-Down (as defined in Schedule C of the Interim Investors Agreement).

Purchase and Transfer. Exchangors agree to transfer the Exchange Properties to Buyer by means of one or more 1031 Exchanges, and Buyer agrees to acquire the Exchange Properties upon all of the terms, covenants and conditions set forth in this Agreement.

Purchase and Transfer. (1) DB hereby sells and transfers its limited partnership share to WCG. (2) The purchase and transfer shall take place with all rights and duties in particular with the right to receive dividend on 1 January 1999. (3) Purchase and transfer shall become legally effective 31 December 1998/1 January 1999. (4) The transfer of the limited partnership share shall become effective in rem with the full payment of the purchase price. (5) The assignment shall be in the form of singular succession. DB receives no benefits from the limited partnership in connection with the assignment of the limited partnership share. (6) WCG hereby accepts the assignment of the limited partnership share at the aforewritten conditions (para. 1 to 5).

Purchase and Transfer. Seller agrees to sell or cause Seller's Subsidiaries to sell their respective interest in the Properties to Buyer and Buyer agrees to purchase or cause to be purchased by an affiliate of Buyer the interest of Seller and Seller's Subsidiaries in the Properties, upon all of the terms, covenants and conditions set forth in this Agreement.

Purchase and Transfer. 1.1 The seller sells and hereby transfers, subject to the provisions of ss. 1.2, the limited partner's capital contribution to the limited partnership set forth below and the share in the limited liability company (hereinafter jointly referred to as the "shares") to the buyer, who hereby accepts such sale and transfer: a) a limited partner's capital contribution at a nominal value of DM 200,000.00; b) a share in the limited liability company at a nominal value of DM 50,000.00. 1.2 The material transfer of the limited partner's capital contribution to the limited partnership is subject to the following condition precedent: a) payment of the purchase price in accordance with ss. 3.2 items a) and b), and b) registration of the buyer in the commercial register. The buyer may waive his right, in writing, relative to the seller to enforce the condition precedent set forth in item 1.2 b). Both the sale and the transfer of the limited partner's capital contribution shall be effected by way of special legal succession. 1.3 The material transfer of the share in the limited liability company is subject to the condition precedent of payment of the purchase price in accordance with ss. 3.2 items a) and b). 1.4 The sale of the shares of the limited liability company shall include any and all unappropriated retained earnings. The seller has not distributed or withdrawn any profits of the limited liability company. 1.5 The sale and the transfer of the shares in the limited partnership at the nominal value of DM 200,00.00 shall not include a transfer of the credit balance in the partner offset account. The buyer and the seller agree that the seller may withdraw the entire credit balance from his partner offset account as of the date of this agreement. Such withdrawal shall be effected subject to the provisions of ss.12. The parties to this agreement agree that the ban on withdrawals set forth in the articles of incorporation of the limited partnership shall not apply pursuant to ss.10 (1.3). 1.6 The approvals required for both the sale and the transfer are attached to this agreement as Appendices 1. 6 a) through d) as evidence: a) Approval of the limited partnership regarding the transfer of shares [Appendices 1.6 (a)]; b) Approval of the limited liability company regarding the transfer of shares [Appendix 1.6 (b)]; c) Written approval of the Mittelstands-Beteiligungsgesellschaft Rheinland Pfalz mbH [Appendix 1.6 (c)]; and d) Written confirmation of the Kreissparkasse ▇▇▇▇...

Purchase and Transfer. Upon Payment of the sum of $3000.00 paid by the Purchaser to the Breeder (the “Purchase Price”), receipt of which is hereby acknowledged, the Breeder grants, sells, conveys and transfers ownership of the following dog (the “Dog) to the Buyer. The dog is being sold as a pet. Purchaser’s initial Name of Dog: Breed: Bulldog Colour: Date of Birth: Sex: Registration: Microchip: Sire Name: Sire Registration: Dam Name: Dame Registration: Breeder: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Kuyt Date Aquired: State of Health:

Purchase and Transfer. At the Closing, (a) the Company shall (i) deliver to Buyer the Acquired Assets, pursuant to Buyer’s instructions and as set forth in this Agreement and (ii) execute and deliver to Buyer the related ▇▇▇▇ of Sale and Assignment and Assumption Agreement to sell, assign, convey, transfer and deliver to Buyer all of the Company’s right, title and interest in the Acquired Assets free of any Encumbrances except for the Assumed Liabilities and Permitted Liens, and (b) Buyer shall (i) assume the Assumed Liabilities as provided in Section 2.3 hereof and (ii) in accordance with Section 3.1 hereof (A) pay the Company an amount equal to the Closing Payment and (B) deposit with the Escrow Agent an amount equal to the Escrow Amount.