MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Sixth Amendment to Membership Interest Purchase and Sale Agreement (this "Amendment") is dated this 9th day of December, 2013 by and between NSPG-XXX ARBOR LLC, an Illinois limited liability company and ARBOR RETAIL LLC, a Delaware limited liability company (collectively, “Seller”) and GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Purchaser”).
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Membership Interest Purchase and Sale Agreement, dated January 22, 2017 (the “Execution Date”) is entered into by and between Targa Resources Partners LP, a Delaware limited partnership (“Buyer”), Outrigger Delaware Midstream, LLC, a Delaware limited liability company (“Seller”), and (solely for purposes of Section 5.21) Outrigger Delaware Operating, LLC, a Delaware limited liability company (the “Company”). Buyer and Seller are collectively referred to as the “Parties” and individually as a “Party.”
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Agreement is executed on July 3, 2015 by and between WGR OPERATING LP, a Delaware limited partnership (“Seller”), and LEGACY RESERVES OPERATING LP, a Texas limited partnership (“Purchaser”). Each of Seller and Purchaser is sometimes referred to herein as a “Party” and collectively as the “Parties”.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Ninth Amendment to Membership Interest Purchase and Sale Agreement (this “Amendment”) is dated this 18th day of December, 2013 by and among NSPG-XXX ARBOR LLC, an Illinois limited liability company (“NSPG”), ARBOR RETAIL LLC, a Delaware limited liability company (“Arbor” and NSPG and Arbor, collectively, “Seller” or “Companies”), AHC XXX ARBOR, LLC, a Delaware limited liability company (“AHC”) and GLIMCHER PROPERTIES LIMITED PARTNERSHIP, a Delaware limited partnership (“Purchaser”).
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. In December 2020, AppHarvest Morehead entered in a Membership Interest Purchase and Sale Agreement with Equilibrium pursuant to which it agreed to purchase from Equilibrium 100% of the membership interests in Morehead Farm, the legal entity that owns the Xxxxxxxx facility and related land. The purchase price for such membership interest will be determined by an independent auditor and will equal a multiple of Equilibrium’s costs to acquire, develop and construct the Morehead facility. AppHarvest currently estimates that the purchase price will be between $127.0 million and $132.0 million. Closing of the Membership Interest Purchase and Sale Agreement is conditioned upon certain events, including full readiness to occupy the Morehead facility and the closing of the Business Combination. AppHarvest currently expects that full readiness to occupy the Morehead facility will occur by the end of the first quarter 2021. Concurrently with the closing of the Membership Interest Purchase and Sale Agreement, the Master Lease Agreement and ancillary agreements relating thereto will be terminated, the $4.0 million lease deposit will become unrestricted cash upon the termination of an account control agreement relating to Master Lease Agreement, the ROFR Amendment described above will be executed and the Equipment Loan Agreement described above will be terminated. Upon the Closing, Morehead Farm will be the sole owner and operator of the Morehead facility and Morehead Farm will become a wholly owned subsidiary of AppHarvest Morehead. Stockholder Support Agreement In September 2020, Novus, AppHarvest and certain AppHarvest’s stockholders, including holders affiliated with members of AppHarvest’s board of directors and beneficial owners of greater than 5% of AppHarvest’s capital stock, entered into the Stockholder Support Agreement, whereby such AppHarvest’s stockholders agreed to vote all of their shares of AppHarvest’s capital stock in favor of the approval and adoption of the Proposed Transactions. Additionally, such stockholders agreed, among other things, not to transfer any of their shares of AppHarvest Common Stock and AppHarvest Preferred Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, or enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. The undersigned Medallion Indemnifying Parties hereby join in this Agreement solely with respect to the indemnification obligations of the Medallion Indemnifying Parties under Article 10.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. The undersigned Laredo Indemnifying Parties hereby join in this Agreement solely with respect to the indemnification obligations of the Laredo Indemnifying Parties under Article 10.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Membership Interest Purchase and Sale Agreement (this “Agreement”) is dated as of June 18, 2020, by and among (i) ENVIVA PARTNERS, LP, a limited partnership formed under the Laws of the State of Delaware (“Purchaser”), (ii) INNOGY SE, a societas europaea formed under the Laws of the Federal Republic of Germany, with its seat at Essen, registered with the commercial register of the local court of Essen under HRB 30592 and with its registered office at Xxxxxxxxxx 0, 00000 Xxxxx, Xxxxxxx Xxxxxxxx of Germany (“innogy SE”), and (iii) INNOGY RENEWABLES BETEILIGUNGS GMBH, a Gesellschaft mit beschränkter Haftung formed under the Laws of the Federal Republic of Germany, with its seat at Dortmund, registered with the commercial register of the local court of Dortmund under HRB 23163 and with its registered office at Xxxxxxxxxxxxxx 0, 00000 Xxxxx, Xxxxxxx Xxxxxxxx of Germany (“innogy RB”). innogy SE and innogy RB shall be referred to herein individually as “Seller” and collectively as “Sellers”.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Membership Interest Purchase and Sale Agreement (this “Agreement”) is made as of this 14th day of July, 2012, by and among Global Power Equipment Group Inc., a Delaware corporation (the “Buyer”), Xxxxxx-Xxxxxx Holdings LLC, a Delaware limited liability company (“Seller”), and solely for the purpose of Sections 7.12(b)(2) and 7.12(c) hereof, High Street Capital III SBIC, L.P., a Delaware limited partnership (“High Street”). Certain capitalized undefined terms have the meanings ascribed to them either in the specific section of this Agreement or Article 10 hereof.
MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT. This Membership Interest Purchase and Sale Agreement (this “Agreement”) is made as of the Effective Date (defined below), by and among BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND, LLC, a Delaware limited liability company (“SOIF I”), BLUEROCK SPECIAL OPPORTUNITY + INCOME FUND II, LLC, a Delaware limited liability company (“SOIF II”), BEMT CREEKSIDE, LLC, a Delaware limited liability company (“BEMT Creekside”), BEMT SPRINGHOUSE, LLC, a Delaware limited liability company (“BEMT Springhouse”), BEMT MEADOWMONT, LLC, a Delaware limited liability company (“BEMT Meadowmont”) and, for purposes of certain representations and warranties hereunder only, BLUEROCK ENHANCED MULTIFAMILY HOLDINGS, L.P., a Delaware limited partnership (“BEMT”).
