Purchase of Interests Clause Samples
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Purchase of Interests. (a) Subject to the terms and conditions of this Purchase Agreement, Purchaser hereby irrevocably agrees to purchase the Interests in exchange for the Consideration (as defined below) and otherwise upon the terms and conditions set forth herein (the “Purchase”) at the Closing. The Interests being purchased under this Purchase Agreement are also referred to herein collectively as the “Securities.” The rights and preferences of the Interests are as set forth in the Operating Agreement.
(b) As “Consideration” for the purchase and sale of the Securities, the Purchaser hereby irrevocably agrees to:
(i) contribute, transfer and assign to the Company all of Purchaser’s assets (the “Assets”) at the Closing, including but not limited to:
(1) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Advisors LLC (“LevelX Advisors”) with full title guarantee as of the date hereof; and
(2) all one-hundred percent of the Purchaser’s right, title and interest in and to the membership or other equity interests of any other entity owned by Purchaser (“Other Subsidiary”), with full title guarantee as of the date hereof; and
(3) all other assets of Purchaser of every nature, tangible and intangible, including all intellectual property and all contracts, permits and other rights; provided, however, that the Assets (as defined in this Purchase Agreement) shall exclude the Purchaser’s right, title and interest in and to the membership or other equity interests of LevelX Capital LLC, including LevelX Capital LLC’s BD Net-Capital Account; and
(ii) loan up to $1,500,000 aggregate principal amount to the Company from time to time for working capital purposes, as evidenced by that certain Promissory Note, substantially in the form attached hereto as Exhibit A (the “Promissory Note”).
(c) The Company hereby irrevocably agrees to accept the Assets at the Closing and, pursuant to and in accordance with the terms and conditions of this Purchase Agreement, hereby irrevocably agrees to assume at the Closing and to pay, perform and discharge when due all liabilities and obligations with respect to or otherwise related to the Assets, but excluding all liabilities that are not either (i) conveyed by the transfer of the equity of a subsidiary or (ii) ordinary course operating liabilities of the business of the Purchaser conveyed pursuant hereto (the “Liabilities”).
Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.
Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, acquire interests in the Members.
Purchase of Interests. Upon the Operating Partnership's exercise of the Option, the Grantor shall, in accordance with Section 2.2 hereof, transfer, assign, and convey to the Operating Partnership and the Operating Partnership shall accept as a contribution to its capital from the Grantor, all right, title and interest in and to the Interests, free and clear of all Encumbrances (as defined in Section 3.1(a)), in exchange for the Acquisition Consideration.
Purchase of Interests. (a) As Distributor, you shall have the right, subject to the terms of this Agreement, to accept or reject orders for the purchase of Interests at your discretion. Any consideration that you may receive in connection with a rejected purchase order must be returned promptly.
(b) You agree promptly to issue, or to cause the duly appointed investor servicing agent of the Fund to issue as your agent, confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The full subscription amounts payable in connection with each order for the purchase of Interests by an investor shall be transmitted by you or by the selling dealer to the Fund's escrow agent, including applicable sales charges, within the periods specified in the Prospectus.
Purchase of Interests. (a) As General Distributor, you shall have the right to accept or reject orders for the purchase of Interests at your discretion. Any consideration that you may receive in connection with a rejected purchase order must be returned promptly.
(b) You agree promptly to issue, or to cause the duly appointed investor servicing agent of the Fund to issue as your agent, confirmations of all accepted purchase orders and to transmit a copy of such confirmations to the Fund. The full subscription amounts payable in connection with each order for the purchase of Interests by an investor shall be transmitted by you or by the selling dealer to the Fund's escrow agent, including applicable sales charges, within the periods specified in the Current Prospectus and/or SAI.
Purchase of Interests. On the terms and subject to the conditions set forth in this Agreement, at the Closing referred to in Section 2.1, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept delivery of, the Purchased Interests, free and clear of any and all Liens.
Purchase of Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, convey, assign and transfer to Buyer all of the issued and outstanding equity interests of the Purchased Entities (the “Interests”), and Buyer 7 shall purchase all of the right, title and interest in and to such Interests, in each case, free and clear of all Liens.
Purchase of Interests. If the TFG Member is removed as the Administrative Member, then the NorthStar Member shall purchase from the TFG Member, and the TFG Member shall sell to the NorthStar Member, the entire Interest of the TFG Member within one (1) year following such removal (the date the Interest of the TFG Member is purchased hereunder, the “TFG Exit Date”), in accordance with and subject to the following terms:
(i) The NorthStar Member shall deliver to the TFG Member a notice of purchase, which notice will specify a closing date for such purchase and sale, which date shall be on or before the date that is one (1) year following the Removal Date (such notice, a “Default Purchase Notice”). Failure by the NorthStar Member to deliver a Default Purchase Notice as specified herein shall not constitute a waiver of any such breach or default. If the NorthStar Member does not deliver a Default Purchase Notice on or prior to the date that is nine (9) months after the Removal Date, then the TFG Exit Date shall automatically be deemed to be the one (1) year anniversary of the Removal Date; provided, that such date may be accelerated by the NorthStar Member.
(ii) The purchase price for the Interest of the TFG Member shall be the amount that would be distributed to the TFG Member if all of the assets of the Venture (other than the leasehold estate in each Facility, the value of which shall not be taken into account for such purpose) were sold for fair market value as of the Removal Date (as determined through the “baseball arbitration” procedures described in Section 7.05(g)), all customary transaction costs relating to such a sale were paid, all other liabilities of the Venture and its Subsidiaries were discharged, and the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03; provided, that if the TFG Member is removed as the Administrative Member by the NorthStar Member as a result of a Removal Event that constitutes a Promote Loss Event, in determining such purchase price, any amount that would otherwise have been distributed to the TFG Member pursuant to the Promote Distribution Provisions shall instead be distributed to the Members, pro rata in accordance with their Percentage Interests.
(iii) Any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever sustained by the Venture, any Subsidiary or the NorthStar M...
Purchase of Interests. Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in KMPFF.