Sale and Purchase of the Interests Sample Clauses
The 'Sale and Purchase of the Interests' clause defines the agreement between parties for the transfer of ownership interests, such as shares or partnership stakes, from the seller to the buyer. It typically outlines what is being sold, the quantity or percentage of interests involved, and may specify the timing and conditions under which the transfer will occur. This clause serves to clearly establish the subject of the transaction and the parties' mutual obligations, ensuring both sides understand exactly what is being bought and sold, thereby reducing the risk of disputes over the scope of the sale.
Sale and Purchase of the Interests. 2.1 Subject to the terms of this Agreement, each Seller hereby agrees to transfer to the Purchaser and the Purchaser hereby agrees to acquire from the Sellers the Interests.
2.2 Subject at all times to Clause 2.6, the obligations of the Parties to complete the sale and purchase of each of the Interests under this Agreement are conditional on fulfilment or waiver in relation to each of the Interests to the extent applicable, in accordance with the terms of this Agreement, of the following conditions (“Conditions Precedent”):
2.2.1 all necessary written consents, approvals or waivers, as the case may be, by the Relevant Third Parties in relation to the transfer by the Sellers to the Purchaser of the Interests being obtained (including the waiver, non-exercise or expiry of any pre-emption rights), in form and substance reasonably acceptable to the Sellers and the Purchaser, and the execution of the Assignment Documents by such Relevant Third Parties (other than the Secretary);
2.2.2 in relation to the disposal of the MacCulloch Interest only, following the giving by COP of a notice (the “COP Notice”) to each of the other MacCulloch Co-venturers of COP’s desire to dispose of all of the MacCulloch Interest pursuant to Clause 21.2.2(i) of the M▇▇▇▇▇▇▇▇▇ ▇▇▇ one of the following has occurred:
(i) COP has received the written waiver from each of the MacCulloch Co-venturers to the reasonable satisfaction of the Parties of any and all rights to make a proposal to acquire the MacCulloch Interest pursuant to Clause 21.2.2 of the M▇▇▇▇▇▇▇▇▇ ▇▇▇, including the right to negotiate prior to making such a proposal; or
(ii) the expiry of a seven (7) day period from the date of receipt by the MacCulloch Co-venturers of the COP Notice without any MacCulloch Co-venturer giving a counter-notice to COP under Clause 21.2.2(i) of the M▇▇▇▇▇▇▇▇▇ ▇▇▇ (a “Counter-Notice”); or
(iii) in the event that one or more Counter-Notices are received from any of the MacCulloch Co-venturers within the seven (7) day period from the date of receipt by them of the COP Notice the expiry of the thirty (30) day period from the date of receipt by COP of each Counter-Notice either:
(A) without any MacCulloch Co-venturer that issued such Counter-Notice having made to COP a proposal setting out the material terms for acquisition of the MacCulloch Interest in accordance with Clause 21.2.2(i) of the M▇▇▇▇▇▇▇▇▇ ▇▇▇ (a “Proposal”); or
(B) COP determining that all such Proposals that are made are not acceptable...
Sale and Purchase of the Interests. Subject to the terms and conditions of this Agreement, at the Closing, (a) the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase and acquire from the Seller, all rights, title and interest of the Seller in and to the Interests and (b) the Seller agrees to assign all of its Rights (including under the Entity Agreements) related thereto, and the Buyer agrees to assume and perform thereafter all liabilities and obligations of the Seller under the Entity Agreements with respect to 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. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall (i) sell, transfer, convey and deliver to Purchaser, and Purchaser shall acquire, accept, purchase and receive from Sellers, the Interests and (ii) assign, contribute, transfer and convey to Purchaser all of the Seller TRA Entities’ rights, titles and interests in and to the Tax Receivable Agreement pursuant to an assignment and assumption agreement (the “Assignment and Assumption Agreement”), for an aggregate purchase price of $79,349,295.68 (the “Purchase Price”).
Sale and Purchase of the Interests. 1.1 SEG shall sell and ZNG Ltd shall purchase the Interests on the terms of this Agreement.
1.2 SEG shall sell the Interests with full title guarantee and, other than the Existing Security (as such term is defined in the JV Agreement), free from any interest or equity of any person (including, without limitation, any right to acquire, option, right of pre-emption or right of conversion) or any mortgage, charge, pledge, lien, assignment, claims, prohibition or any other encumbrance, priority or security interest or arrangement of whatever nature over or in the Interests.
Sale and Purchase of the Interests. Subject to the terms and conditions of this Purchase Agreement, and in reliance on the representations, warranties and agreements set forth in this Purchase Agreement, at the Closing, (i) Seller shall sell, assign, transfer and deliver to Buyers, and each Buyer, severally and not jointly, shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to the portion of the Interests being purchased by such Buyer, and (ii) each Buyer, severally and not jointly, agrees to assume and perform from and after such Closing all liabilities and obligations of Seller outstanding on the Closing Date under the Feeder LLC Agreement, (including but not limited to the obligation of Seller to make additional capital contributions under Section 11(a) of the Feeder LLC Agreement (in respect of both portfolio investments and expenses, including management fees) to the Feeder LLC from and after the Closing Date and the obligation of Seller to return amounts distributed as a result of Seller’s “clawback” obligations with respect to the Carry Points under Section 11(c) of the Feeder LLC Agreement) in respect of the portion of the Interests being purchased by such Buyer, other than the Excluded Obligations. The Interests to be sold, assigned and transferred by Seller and purchased by each Buyer are set forth on Schedule II hereto.
Sale and Purchase of the Interests. In reliance upon the representations, warranties and covenants contained in this Agreement, the Purchaser agrees to purchase the Interests from the Class B Member, and the Class B Member agrees to sell, transfer, convey, assign and deliver the Interests to the Purchaser, on the terms and conditions set forth in this Agreement, such sale, transfer, conveyance, assignment and delivery of the Interests causing the entire right, title and interest in and to the Interests to be transferred beneficially and of record to Purchaser, free and clear of any Encumbrances or Rights of any kind or nature whatsoever; and at such time the Interests will be fully paid and non-assessable. At the closing of the transactions described in this Agreement (the "Closing"), the Class B Member will deliver to the Purchaser certificates, if any, evidencing the Interests duly endorsed in blank or with stock powers duly executed by the Class B Member. In consideration thereof, Purchaser shall pay and deliver to the Class B Member the purchase price for the Interests set forth in Section 1.2 and execute and deliver such other documents, agreements, consents and approvals as provided herein.
Sale and Purchase of the Interests. Subject to the terms and conditions set forth herein, the Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from the Seller, all right, title, and interest in and to the Interests, free and clear of all mortgages, liens, pledges, security interests, charges, restrictions, and other encumbrances.