Member Interest Purchase Agreement Sample Contracts

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Tautachrome Inc. – Llc Member Interest Purchase Agreement (January 11th, 2016)
New Jersey Mining – Member Interest Purchase Agreement (December 4th, 2015)

THIS MEMBER INTEREST PURCHASE AGREEMENT ("Agreement") is executed as of December 2nd, 2015 ("Effective Date") by and among MARATHON GOLD USA CORP. ("Seller"), NEW JERSEY MINING COMPANY (Buyer) and GOLDEN CHEST LLC, an Idaho limited liability company (the "Company").

Member Interest Purchase Agreement and Llc Admission, Amendment and Member Consent (April 7th, 2015)

This Member Interest Purchase Agreement and LLC Admission, Amendment and Member Consent (this "Agreement") is made as of this 31st day of March, 2015, by and between Hearthstone Associates LLC, a Massachusetts limited liability company (the "Company"), Richard Bagge (the "Purchaser"), and the Members and Manager named below.

Member Interest Purchase Agreement (November 26th, 2014)

THIS MEMBER INTEREST PURCHASE AGREEMENT, with an effective date of November 26, 2014 (this Agreement), is made by and among Texas Roadhouse, Inc., a Delaware corporation (Roadhouse), Texas Roadhouse Holdings LLC, a Kentucky limited liability company (Holdings), Roadhouse of New Berlin, LLC, a Kentucky limited liability company (Franchisee), Roadhouse of New Berlin Holdings, Inc., a Nevada corporation (New Berlin Holdings), Gerard J. Hart and Jim Broyles (collectively, New Berlin Holdings Owners), Zitro Partners, LTD., a Texas limited partnership (Zitro Partners) and Steven L. Ortiz (Zitro Partners Owner).

Armada Water Assets Inc – Member Interest Purchase Agreement (June 20th, 2014)

Agreement entered into as of February 1, 2013, by and among Armada Water Assets, Inc., a Nevada corporation ("Armada"), Barstow Production Water Solutions, LLC, a Texas limited liability company ("Barstow"), BelPhil Investment Partners, LLC., a Delaware limited liability company ("BelPhil"), Arnold Huerta, an individual ("Huerta"), and D. Lee Washington, an individual ("Washington"). BelPhil, Huerta and Washington are referred to herein collectively as the "Members," and individually as a "Member." Each of Armada, Barstow and the Members are referred to herein individually as a "Party" and collectively as the "Parties." Certain other capitalized terms used herein have the meanings ascribed to them in Section 7(a) of this Agreement.

Armada Water Assets Inc – Member Interest Purchase Agreement (February 14th, 2014)

Agreement entered into as of February 1, 2013, by and among Armada Water Assets, Inc., a Nevada corporation ("Armada"), Barstow Production Water Solutions, LLC, a Texas limited liability company ("Barstow"), BelPhil Investment Partners, LLC., a Delaware limited liability company ("BelPhil"), Arnold Huerta, an individual ("Huerta"), and D. Lee Washington, an individual ("Washington"). BelPhil, Huerta and Washington are referred to herein collectively as the "Members," and individually as a "Member." Each of Armada, Barstow and the Members are referred to herein individually as a "Party" and collectively as the "Parties." Certain other capitalized terms used herein have the meanings ascribed to them in Section 7(a) of this Agreement.

Armada Water Assets Inc – Member Interest Purchase Agreement by and Among Armada Water Assets, Inc., Barstow Production Water Solutions, Llc, and the Members of Barstow Production Water Solutions, Llc February 1, 2013 (February 7th, 2013)

Exhibit A Certificate of Designation of Armada Series A Preferred Stock Exhibit B Form of Promissory Note Exhibit C Form of Assignment of Membership Interest Exhibit D Settlement and Release Agreement with Brian Mader Armada Disclosure Schedule Exceptions to Representations and Warranties of Armada Barstow Disclosure Schedule Exceptions to Representations and Warranties of Barstow

Universal Bioenergy, Inc. – Member Interest Purchase Agreement (April 14th, 2010)

NDR Energy Group LLC is engaged in the business of marketing energy and fuel commodities such as natural gas, and transportation of petroleum fuels throughout various regions of the United States.

Energy Focus, Inc. – MEMBER INTEREST PURCHASE AGREEMENT December 29, 2009 (March 31st, 2010)

This Member Interest Purchase Agreement (Agreement) is entered into as of December 29, 2009, by and among Energy Focus, Inc., a Delaware corporation (Buyer), Stones River Companies, LLC, a Tennessee limited liability company (Company), TLC Investments, LLC, a Tennessee limited liability company (TLC), and Jami Hall and Robert E. Wilson, Tennessee residents (TLC, Ms. Hall, and Mr. Wilson collectively, the Sellers).

I-Trax Inc – Member Interest Purchase Agreement by and Among I-Trax, Inc., Pro Fitness Health Solutions, Llc, and Minute Men, Incorporated November 27, 2007 (November 28th, 2007)

Agreement (this "Agreement") entered into as of November 27, 2007, by and among I-trax, Inc., a Delaware corporation ("I-trax"), and Pro Fitness Health Solutions, LLC, a New York limited liability company ("ProFitness"), Minute Men, Incorporated, a Connecticut corporation ("Member") and sole member of ProFitness and, solely for purposes of Sections 8(d) and 8(e) of this Agreement, Daron Shepard, an individual residing at 250 Putnam Road, New Canaan, CT 06840. Each of I-trax, ProFitness and Member are referred to herein individually as a "Party" and collectively as the "Parties."

Member Interest Purchase Agreement (April 28th, 2006)

This MEMBER INTEREST PURCHASE AGREEMENT (the Agreement) is entered into this 17th day of December, 2004, by and between LUNA INNOVATIONS INCORPORATED, a Delaware corporation (Seller), and BAKER HUGHES OILFIELD OPERATIONS, INC., a California corporation (Buyer).

Contract (January 17th, 2006)

MEMBER INTEREST PURCHASE AGREEMENT This Member Interest Purchase Agreement (the "Agreement") is made and entered into by and between Whole Living, Inc., a Nevada corporation (the "Buyer" or the "Company") and Ron Williams, Robert Reitz, Brenda Huang and Jerry Gray (collectively "Sellers"), individually "Williams," "Reitz," "Huang" and "Gray"). RECITALS A. Sellers own member interests or Units in a Utah limited liability company known as Forever Green International, LLC ("Forever Green"). B. Sellers desire to sell, and the Buyer desires to purchase, a portion of the member interests or Units in Forever Green owned by the Sellers. AGREEMENT In exchange for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Purchase and Sale. Sellers agree to sell and the Buyer agrees to buy a portion of the Sellers' member intere

Amendment to Member Interest Purchase Agreement (January 6th, 2005)

THIS AMENDMENT TO AMENDED MEMBER INTEREST PURCHASE AGREEMENT dated as of December 30, 2004 (this Amendment) is made by and among C-COR Incorporated (C-COR), a Pennsylvania corporation, Broadband Management Solutions, LLC (Purchaser), a subsidiary of C-COR and a Delaware limited liability company, nCUBE Corporation (Seller), a Delaware corporation, and nCUBE Sub, LLC (the Company), a Delaware limited liability company.

Intercept – Member Interest Purchase Agreement (March 26th, 2004)

THIS MEMBER INTEREST PURCHASE AGREEMENT (this Agreement) is made and entered into as of March 22, 2004, by and among Media Billing, L.L.C., a New York limited liability company (Purchaser); Internet Billing Company, LLC, a Georgia limited liability company (the Company, formerly known as Internet Merger Company, LLC, a Georgia limited liability company, and successor in interest by merger to a Georgia limited liability company also known as Internet Billing Company, LLC); and InterCept, Inc., a Georgia corporation (Seller). Seller is the sole member of the Company, and Seller and the Company are sometimes together referred to as the InterCept Parties.

Willis Lease Finance Corporation – Member Interest Purchase Agreement (November 13th, 2000)