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 (except for any Liens contemplated by clauses (d) or (f) of the definition of Permitted Liens). Immediately upon the Closing 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.
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) On the Effective Date and upon the terms and subject to the conditions of this Agreement, including receipt of the Purchase Price, Palvella shall sell, transfer, assign and convey to Ligand, without recourse (except as expressly provided herein), and Ligand shall purchase, acquire and accept from Palvella, the Revenue Participation Right. Immediately upon the sale to Ligand by Palvella of the Revenue Participation Right pursuant to this Section 4.3, all of Palvella’s right, title and interest in and to the Revenue Participation Right shall terminate, and all such right, title and interest shall vest in Ligand.
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. Upon the terms and subject to the conditions of this Amendment, on the date hereof, in consideration of and exchange for the Other 2024 Closings, the Seller shall sell, transfer, assign and convey to the Buyer, and the Buyer shall purchase, acquire and accept from the Seller, all of the Seller’s right, title and interest in and to the Incremental Revenue Participation Right free and clear of all Liens (other than Liens in favor of the Buyer). For the avoidance of doubt, the Incremental Revenue Participation Right does not represent any right, title or interest in the Intellectual Property Rights. Notwithstanding any provision in this Amendment to the contrary or any other agreement between the parties or their Affiliates, the Buyer is only agreeing, on the terms and conditions set forth in this Amendment, to purchase, acquire and accept the Incremental Revenue Participation Right and is not assuming any liability or obligation of the Seller of whatever nature, whether presently in existence or arising or asserted hereafter.