Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Purchase and Sale of Membership Interests. On the terms and conditions hereinafter set forth, Seller hereby agrees to sell, assign and convey unto Purchaser and Purchaser hereby agrees to purchase and accept from Seller, all of Seller’s right, title and interest in and to the Membership Interests.
Purchase and Sale of Membership Interests. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Sellers, and Sellers agree to sell to Buyer, all of the membership interests in the Company, free and clear of all Liens (the “Membership Interests”), for the consideration specified in Section 2.2.
Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, each Member shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned by such Member.
Purchase and Sale of Membership Interests. At the Closing and effective as of the Closing Date, (a) Seller will sell, transfer and assign, free and clear of all Liens or Claims whatsoever, all of the Membership Interests to Buyer or its designee or nominee, and (b) Buyer will purchase the Membership Interests from Seller and deliver to Seller the Purchase Price (as defined in Section 1.2).
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Membership Interests, free and clear of all Liens other than Permitted Liens.
Purchase and Sale of Membership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller agrees to sell and transfer to Acquiror, and Acquiror agrees to purchase from Seller, the Membership Interests, free and clear of all Encumbrances.
Purchase and Sale of Membership Interests. 1 Section 2.1 Agreement to Buy and Sell Membership Interests 1 Section 2.2 Purchase Price 2 Section 2.3 Determination of Closing Working Capital 3 Section 2.4 Disputes Regarding Working Capital Schedule 3 Section 2.5 Additional Consideration. 5 Section 2.6 Right of Offset 10 Section 2.7 Closing 11 Section 2.8 Designated Employee Payments 13 Article III. Representations and Warranties of the Sellers 13 Section 3.1 Authority of Seller 13 Section 3.2 Ownership 13 Section 3.3 Own Account 13 Section 3.4 Consents; Conflicts 13 Section 3.5 No Reliance 14 Section 3.6 Investment Experience 14 Section 3.7 Dilution Protection 15 Section 3.8 No General Solicitation 15 Section 3.9 Legend 15 Section 3.10 No Other Representations or Warranties 16 Article IV. Representations and Warranties of the principal Sellers with Respect to the Company 16 Section 4.1 Organization and Business; Power and Authority; Effect of Transaction 17 Section 4.2 Non-contravention 17 Section 4.3 Subsidiaries 18 Section 4.4 Accounts Receivable 18 Section 4.5 Financial Statements; Absence of Certain Changes; Undisclosed Liabilities 18 Section 4.6 Material Contracts 20 Section 4.7 Clients and Suppliers 21 Section 4.8 Title and Sufficiency of Assets 21 Section 4.9 Books and Records 22 Section 4.10 Legal Actions 22 Section 4.11 Tax Matters 22 Section 4.12 Insurance 24 Section 4.13 Bankruptcy Matters 24 Section 4.14 Affiliate Transactions 24 Section 4.15 Broker or Finder 24 Section 4.16 Intellectual Property 24 Section 4.17 Employee Benefit Plans 25 Section 4.18 Employees; Employee Relations 26 Section 4.19 No Illegal Payments, Etc 26
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller's rights, title and interest in and to the Membership Interests, free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, “Liens”).
Purchase and Sale of Membership Interests. Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller for $215.0 million, less $89.5 million of outstanding debt obligations under the Xxxxx Credit Facility (the “Purchase Price”) and in accordance with and subject to the terms and conditions set forth in this Agreement, the Membership Interests.
