Sale and Purchase of Membership Interests. On the Closing Date, subject to the terms and conditions set forth herein, the Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will purchase from the Seller, the Membership Interests.
Sale and Purchase of Membership Interests. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 4.1 hereof), the Sellers shall sell, assign, convey and transfer to the Purchaser, and the Purchaser shall purchase from the Sellers all right, title and interest of the Sellers in and to the Membership Interests, free and clear of all Liens.
Sale and Purchase of Membership Interests. At the Closing, subject to all of the conditions precedent stated in Articles VIII and IX being satisfied or waived, the sale and purchase of the Membership Interest shall occur and become effective in accordance with the provisions of this Agreement.
Sale and Purchase of Membership Interests. Subject to the terms and conditions of this Agreement, at the Closing, Holdings shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Holdings, all of the right, title and interest of Holdings in and to the Membership Interests free and clear of all Liens.
Sale and Purchase of Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing (defined below), the Purchaser shall purchase from the Seller all of the Class A Membership Interests in exchange for a total purchase price of $250,000 (the “Exchange”).
Sale and Purchase of Membership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, and transfer to Buyer, and Buyer shall purchase from Sellers, all of the Membership Interests in the Company held by Sellers (the “Membership Interest”).
Sale and Purchase of Membership Interests. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller agrees to sell, transfer, grant, bargain, convey and deliver to Buyer free and clear of all Liens, and Buyer agrees to purchase from Seller, all right, title and interest of Seller in and to the Membership Interests.
Sale and Purchase of Membership Interests. 1.1 Sale and Purchase of Membership Interests 1
Sale and Purchase of Membership Interests. AND ASSETS 13 2.1 Sale and Purchase 13 2.2 Consideration 13 2.3 Working Capital Purchase Price Adjustment 14 2.4 Imbalances Purchase Price Adjustment 15 2.5 Transaction Taxes 17 2.6 Tax Withholding 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 17 3.1 Organization and Existence 17 3.2 Authority and Approval; Enforceability 18 3.3 No Conflict 18 3.4 Consents and Preferential Rights to Purchase 18 3.5 Laws and Regulations; Claims 19 3.6 Environmental Matters 19 3.7 Membership Interests 20 3.8 Real and Personal Property 20 3.9 Permits 21 3.10 Brokerage Arrangements 21 3.11 Taxes 21 3.12 Material Contracts 23 3.13 Indebtedness; Seller Transaction Expenses; Undisclosed Liabilities 24 3.14 Employment Matters 24 3.15 Employee Benefits 25 3.16 Financial Statements 26 3.17 Absence of Changes 27 3.18 Regulatory Status 27 3.19 Insurance 27 3.20 Bank Accounts; Powers of Attorney 28 3.21 Bonds 28 3.22 Records 28 3.23 Affiliate Transactions 28 3.24 Intellectual Property 28 3.25 Customers 28 3.26 No Other Representations or Warranties 28
Sale and Purchase of Membership Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, assume, acquire and accept from Seller, all of Seller’s rights, title, and interest in and to the Membership Interests, free and clear of any Encumbrances (other than restrictions on transfer arising under applicable state or federal securities Laws), such that immediately following the Closing, Purchaser will own all of the Membership Interests, free and clear of all Encumbrances (other than restrictions on transfer arising under applicable state or federal securities Laws). The purchase and sale of the Membership Interests shall be effective as 12:01 a.m. Eastern Time on the Closing Date.
