Membership Interest Purchase Agreement Sample Contracts

Membership Interest Purchase Agreement (July 10th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of May 30, 2018 (the "Effective Date"), is being entered into by and among SUPERIOR PLUS ENERGY SERVICES INC., a New York corporation ("Purchaser"), NGL ENERGY OPERATING, LLC, a Delaware limited liability company ("Seller"), and NGL ENERGY PARTNERS LP, a Delaware limited partnership ("NGL LP," and together with Seller, the "Selling Group).

Fat Brands, Inc – Amended and Restated Membership Interest Purchase Agreement (Hurricane Amt, Llc) (July 10th, 2018)

Page ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE 11 Section 2.01 Purchase and Sale. 11 Section 2.02 Purchase Price. 11 Section 2.03 Transactions to be Effected at the Closing. 13 Section 2.04 Closing. 15 Section 2.05 Withholding Tax. 15 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 15 Section 3.01 Organization and Authority of Sellers. 15 Section 3.02 Organization and Organizational Documents. 16 Section 3.03 Capitalization. 16 Section 3.04 Subsidiaries. 17 Section 3.05 No Conflicts; Consents. 17 Section 3.06 Financial Statements. 17 Section 3.07 Undisclosed Liabilities. 18 Section 3.08 Absence of Certain Changes, Events, and Conditions. 18 Section 3.09 Ma

Select Interior Concepts, Inc. – Membership Interest Purchase Agreement (July 9th, 2018)
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among ACXIOM HOLDINGS, INC., LIVERAMP, INC., (Solely for Purposes of Sections 6.05 and 6.15) ACXIOM CORPORATION and THE INTERPUBLIC GROUP OF COMPANIES, INC. Relating to the Purchase and Sale of 100% of the Membership Interests of ACXIOM CORPORATION Dated as of July 2, 2018 (July 6th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 2, 2018, is made and entered into by and among Acxiom Corporation., a Delaware corporation (the Company), LiveRamp, Inc., a Delaware corporation (LiveRamp), solely for purposes of Sections 6.05 and 6.15, The Interpublic Group of Companies, Inc., a Delaware corporation (Purchaser) and Acxiom Holdings, Inc., a Delaware corporation (Seller). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 10.01 hereof.

Xspand Products Lab, Inc. – Membership Interest Purchase Agreement (July 6th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is made and entered into as of June 29, 2018, by and among, (i) XSPAND PRODUCTS LAB, INC., a Nevada corporation (the "Buyer"); (ii) EDISON NATION HOLDINGS, LLC, a North Carolina limited liability company (the "Company") and (iii) the members of the Company listed on the signature pages hereto (the "Existing Members" and collectively with the Company and the Buyer, the "Parties" and each, a "Party").

Acxiom – MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among ACXIOM HOLDINGS, INC., LIVERAMP, INC., (Solely for Purposes of Sections 6.05 and 6.15) ACXIOM CORPORATION and THE INTERPUBLIC GROUP OF COMPANIES, INC. Relating to the Purchase and Sale of 100% of the Membership Interests of ACXIOM CORPORATION Dated as of July 2, 2018 (July 3rd, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 2, 2018, is made and entered into by and among Acxiom Corporation., a Delaware corporation (the Company), LiveRamp, Inc., a Delaware corporation (LiveRamp), solely for purposes of Sections 6.05 and 6.15, The Interpublic Group of Companies, Inc., a Delaware corporation (Purchaser) and Acxiom Holdings, Inc., a Delaware corporation (Seller). Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 10.01 hereof.

Membership Interest Purchase Agreement by and Among Adtalem Global Education Inc. And San Joaquin Valley College, Inc. Dated as of June 28, 2018 (June 29th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of June 28, 2018, is entered into by and between Adtalem Global Education Inc., a Delaware corporation (the "Seller"), and San Joaquin Valley College, Inc., a California corporation (the "Purchaser", and together with the Seller, the "Parties").

Membership Interest Purchase Agreement (June 19th, 2018)

This Membership Interest Purchase Agreement (this Agreement), dated June 18, 2018, by and among VICI Properties Inc., a Maryland corporation (VICI), Riverview Merger Sub Inc., a Delaware corporation (Merger Sub, and together with VICI, the VICI Parties and each a VICI Party), Penn Tenant II, LLC, a Delaware limited liability company (Operator), and Penn National Gaming, Inc., a Pennsylvania corporation (Penn Parent, and together with Operator, the PNG Parties and each a PNG Party). The VICI Parties and the PNG Parties are each sometimes referred to herein as a Buyer Party and together as the Buyer Parties.

Vici Properties Inc. – Membership Interest Purchase Agreement (June 19th, 2018)

This Membership Interest Purchase Agreement (this Agreement), dated June 18, 2018, by and among VICI Properties Inc., a Maryland corporation (VICI), Riverview Merger Sub Inc., a Delaware corporation (Merger Sub, and together with VICI, the VICI Parties and each a VICI Party), Penn Tenant II, LLC, a Delaware limited liability company (Operator), and Penn National Gaming, Inc., a Pennsylvania corporation (Penn Parent, and together with Operator, the PNG Parties and each a PNG Party). The VICI Parties and the PNG Parties are each sometimes referred to herein as a Buyer Party and together as the Buyer Parties.

Select Interior Concepts, Inc. – Membership Interest Purchase Agreement (June 18th, 2018)
Municipal Mortgage & Equity, LLC – Membership Interest Purchase Agreement (June 4th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of the 1st day of June, 2018 by and among MMA ENERGY CAPITAL, LLC, a Maryland limited liability company ("MEC"), RENEWABLE DEVELOPER HOLDINGS, LLC, a Delaware limited liability company ("Seller"), RENEWABLE ENERGY LENDING, LLC, a Delaware limited liability company (the "Company"), and solely for the purposes of Sections 1.4, 1.6, 3.4 and 4.2 through 4.13, HUNT INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company ("Hunt" and collectively with MEC and Seller, the "Parties").

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement Among Gaula Ventures Llc, as Seller, Genarex Fd Llc, and Attis Industries Inc., as Buyer May 25, 2018 Membership Interest Purchase Agreement (June 1st, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), dated as of MAY 27, 2018 and effective as of MAY 25, 2018 ("Effective Date"), is entered into by and among ATTIS INDUSTRIES INC., a New York corporation ("Buyer"), ATTIS INNOVATIONS, LLC, a Georgia limited liability company ("Attis"), FLUX CARBON LLC, a Delaware limited liability company ("JVCo"), and GAULA VENTURES LLC, a Delaware limited liability company ("Seller").

Immudyne Inc – Membership Interest Purchase Agreement (June 1st, 2018)

This Membership Interest Purchase Agreement (this "Agreement") is dated and made effective as of the 29 day of May 2018 ("Execution Date"), by and between Sean Fitzpatrick, an individual with a mailing address of 1223 Calle Luchetti, #10; San Juan, PR 00907 ("Sean"), Jordan Iversen, an individual with a mailing address of 3358 Haas Dr.; Aptos, CA 95003 ("Jordan"), Varun Pathak, an individual with a mailing address of H-183 Sector 41 Gautam Budhnagar, Noida 201303; Uttar Pradesh, India ("Varun"), Javier Pascual, an individual with a mailing address of 1717 Ave. Ponce de Leon, Apt. 1106; San Juan, PR 00909 ("Javier"), Michelle Fitzpatrick, an individual with a mailing address of 1223 Calle Luchetti, #10; San Juan, PR 00907 ("Michelle"), Christopher Reed, an individual with a mailing address of 3145 Center Street; Soquel, CA 95073 ("Chris"), John and Edwina Fitzpatrick, individuals with a mailing address of 1166 Rhoda Way; Concord, CA 94518 ("Mr. & Mrs. Fitzpatrick"), Proinsias Fitzpatric

CLS Holdings USA, Inc. – Fifth Amendment to the Membership Interest Purchase Agreement by and Between Cls Holdings Usa Inc. And Alternative Solutions L.L.C. (May 21st, 2018)

This Fifth Amendment to the Membership Interest Purchase Agreement (this "Amendment") is made and entered into effective as of 17th day of May 2018, by and between CLS HOLDINGS USA INC., a Nevada Corporation ("Buyer"), and ALTERNATIVE SOLUTIONS L.L.C., a Nevada limited liability company ("Seller").

American Midstreampartners Lp – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of February 16, 2018 by and Between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer (May 15th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this "Agreement") is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the "Seller"), and DKGP Energy Terminals LLC, a Delaware limited liability company (the "Buyer"). The Seller and the Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

urban-gro, Inc. – Membership Interest Purchase Agreement (May 15th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement"), is made as of the 15 day of February, 2018 by and among Total Grow Holdings, LLC, a Delaware limited liability company d/b/a Total Grow Control, LLC (the "Company"), urban-gro, Inc., a Colorado corporation ( "Purchaser"), and the persons listed as "Members" on the signature pages to this Agreement (each a "Member" and together the "Members").

Gex Management, Inc. – Membership Interest Purchase Agreement (May 11th, 2018)
Five Oaks Investment Corp – Dated as of April 30, 2018 HUNT MORTGAGE GROUP, LLC and FIVE OAKS INVESTMENT CORP. MEMBERSHIP INTEREST PURCHASE AGREEMENT (May 10th, 2018)
Pandora Media Inc. – Amendment No. 2 to Membership Interest Purchase Agreement (May 4th, 2018)

AMENDMENT NO. 2, dated as of March 30, 2018 (this "Amendment"), to the Membership Interest Purchase Agreement, dated as of June 9, 2017, as amended (the "Agreement"), by and among Eventbrite, Inc., a Delaware corporation ("Buyer"), Pandora Media, Inc., a Delaware corporation ("Seller") and Ticketfly, LLC, a Delaware limited liability company (the "Company").

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among TENNECO INC., FEDERAL-MOGUL LLC, AMERICAN ENTERTAINMENT PROPERTIES CORP., and ICAHN ENTERPRISES L.P. April 10, 2018 (April 10th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of April 10, 2018, is made by and among Tenneco Inc., a Delaware corporation (the Purchaser), Federal-Mogul LLC, a Delaware limited liability company (the Company), American Entertainment Properties Corp., a Delaware corporation (the Seller), and Icahn Enterprises L.P., a Delaware limited partnership. Each of the parties to this Agreement is referred to herein individually as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

Amn Healthcare Services Inc – MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONG AMN HEALTHCARE, INC., MEDPARTNERS HIM, LLC, ROBERT BRADLEY (As Owner Representative) AND THE OWNERS SET FORTH ON SCHEDULE a HERETO. Dated as of April 9, 2018 (April 10th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of April 9, 2018, is made by and among AMN Healthcare, Inc., a Nevada corporation (Purchaser), MedPartners HIM, LLC, a Delaware limited liability company (the Company), the owners of the Company set forth on Schedule A attached hereto (each an Owner and collectively, the Owners) and Robert Bradley, individually in his capacity as the representative of Owners (the Owner Representative).

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among TENNECO INC., FEDERAL-MOGUL LLC, AMERICAN ENTERTAINMENT PROPERTIES CORP., and ICAHN ENTERPRISES L.P. April 10, 2018 (April 10th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this Agreement), dated as of April 10, 2018, is made by and among Tenneco Inc., a Delaware corporation (the Purchaser), Federal-Mogul LLC, a Delaware limited liability company (the Company), American Entertainment Properties Corp., a Delaware corporation (the Seller), and Icahn Enterprises L.P., a Delaware limited partnership. Each of the parties to this Agreement is referred to herein individually as a Party and collectively as the Parties. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.

MGM Growth Properties Operating Partnership LP – MEMBERSHIP INTEREST PURCHASE AGREEMENT Among MGP OH, INC., as the Buyer, MILSTEIN ENTERTAINMENT LLC, as the Seller, and Solely With Respect to Certain Sections, MGM GROWTH PROPERTIES OPERATING PARTNERSHIP LP and BROCK MILSTEIN Dated as of April 4, 2018 (April 5th, 2018)

MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of April 4, 2018 (this Agreement), among MGP OH, Inc., a Delaware corporation (the Buyer), MGM Growth Properties Operating Partnership LP, a Delaware limited partnership, but solely with respect to Section 5.18, Article VIII and Article X (MGP), Milstein Entertainment LLC, an Ohio limited liability company (the Seller), and Brock Milstein, in his individual capacity but solely with respect to Sections 2.4, 5.4, 5.5, 5.6, 5.18, Article VIII and Article X.

CLS Holdings USA, Inc. – Third Amendment to the Membership Interest Purchase Agreement by and Between Cls Holdings Usa Inc. And Alternative Solutions L.L.C. (April 4th, 2018)

This Third Amendment to the Membership Interest Purchase Agreement (this "Amendment") is made and entered into effective as of 27th day of March 2018, by and between CLS HOLDINGS USA INC., a Nevada Corporation ("Buyer"), and ALTERNATIVE SOLUTIONS L.L.C., a Nevada limited liability company ("Seller").

CLS Holdings USA, Inc. – Fourth Amendment to the Membership Interest Purchase Agreement by and Between Cls Holdings Usa Inc. And Alternative Solutions L.L.C. (April 4th, 2018)

This Fourth Amendment to the Membership Interest Purchase Agreement (this "Amendment") is made and entered into effective as of ---27th day of March 2018, by and between CLS HOLDINGS USA INC., a Nevada Corporation ("Buyer"), and ALTERNATIVE SOLUTIONS L.L.C., a Nevada limited liability company ("Seller").

Membership Interest Purchase Agreement by and Among Epoint Payment Corp., as Purchaser, and Wnli Holdings, Inc. As Seller, and Smartpay Leasing Llc, as the Company Dated as of February 14, 2018 (February 22nd, 2018)
Green Plains Partners LP – MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of February 16, 2018 by and Between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer (February 20th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this Agreement) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the Seller), and DKGP Energy Terminals LLC, a Delaware limited liability company (the Buyer). The Seller and the Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

MEMBERSHIP INTEREST PURCHASE AGREEMENT Dated as of February 16, 2018 by and Between AMID MERGER LP, as the Seller and DKGP ENERGY TERMINALS LLC, as the Buyer (February 20th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (including the Exhibits and Schedules (as defined below) attached hereto, this Agreement) is made as of February 16, 2018 by and among AMID Merger LP, a Delaware limited partnership (the Seller), and DKGP Energy Terminals LLC, a Delaware limited liability company (the Buyer). The Seller and the Buyer are sometimes referred to herein individually as a Party and collectively as the Parties.

MEMBERSHIP INTEREST PURCHASE AGREEMENT by and Among TRONC, INC., and NANT CAPITAL, LLC, Dated as of February 7, 2018 (February 7th, 2018)

This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of February 7, 2018 (as amended, modified or changed from time to time, this Agreement), is entered into by and among tronc, Inc., a Delaware corporation (Seller) and Nant Capital, LLC a Delaware limited liability company (Buyer).

Membership Interest Purchase Agreement by and Among ON ASSIGNMENT, INC., ECS FEDERAL HOLDING CO., KAPANI FAMILY 2012 IRREVOCABLE TRUST, LG ECSF L.P., MANAGEMENT SELLERS and ECS FEDERAL, LLC Dated as of January 31, 2018 (February 1st, 2018)

MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") dated as of January 31, 2018, by and among (a) ON ASSIGNMENT, INC., a Delaware corporation ("Purchaser"), (b) ECS FEDERAL HOLDING CO., a Virginia corporation, KAPANI FAMILY 2012 IRREVOCABLE TRUST and LG ECSF L.P., a Delaware limited partnership ("Principal Sellers" and LG ECSF L.P., in its capacity as the member representative, "Member Representative"), (c) the management sellers set forth on Annex A ("Management Sellers" and, together with Principal Sellers, "Sellers") and (d) ECS FEDERAL, LLC, a Delaware limited liability company (the "Company").

Biohitech Global, Inc. – Membership Interest Purchase Agreement (January 30th, 2018)

This Membership Interest Purchase Agreement (this "Agreement") is effective as of January 25, 2018, by and between E.N.A. Renewables, LLC, a Delaware limited liability company ("Buyer"), BioHiTech Global, Inc., a Delaware corporation and parent of the Buyer (the "Parent"), [________] and [________], each an individual (collectively, the "Sellers") and Gold Medal Group, LLC, a Delaware limited liability company ("Company"). The parties to this Agreement are sometimes referred to herein each as a "Party" and collectively, as the "Parties".

Brooklyn Cheesecake & Dessrt – mEMbership Interest Purchase Agreement (January 23rd, 2018)

This Membership Interest Purchase Agreement (this "Agreement") is entered into as of January 17, 2018 (the "Effective Date"), by and among Mobile Science Technologies, Inc., a Georgia corporation ("Buyer"), Meridian Waste Solutions, Inc., a New York corporation ("Parent"); Jefferson Patrick Locke ("Locke") and Jonathan Moore Lewis ("Lewis") (collectively the "Sellers" and each individually sometimes a "Seller"). Buyer and the Sellers are referred to collectively herein as the "Parties" and each a "Party".

Asta Funding, Inc. – Membership Interest Purchase Agreement (January 18th, 2018)

MEMBERSHIP INTEREST PURCHASE AGREEMENT (the "Agreement"), dated January 12, 2018, by and among PEGASUS LEGAL FUNDING, LLC ("Seller") and ASFI PEGASUS HOLDINGS, LLC ("Purchaser").

Brooklyn Cheesecake & Dessrt – Membership Interest Purchase Agreement (January 10th, 2018)

This Membership Interest Purchase Agreement (this "Agreement") is entered into as of January 5, 2018 (the "Effective Date"), by and between Meridian Waste Missouri, LLC, a Missouri limited liability company ("Buyer" or "Purchaser"), Keith A. Wilson, as Trustee of the Keith A. Wilson Living Trust dated January 31, 2008 ("Seller") and Keith A. Wilson, individually, a resident of the State of Missouri ("Guarantor"). Buyer, Seller and Wilson are referred to collectively herein as the "Parties" and each a "Party."

Gex Management, Inc. – MEMBERSHIP INTEREST PURCHASE AGREEMENT by GEX Management, Inc. ("Buyer") and G & C Family, LLC ("Seller") MEMBERSHIP INTEREST PURCHASE AGREEMENT (January 5th, 2018)

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this "Agreement") is entered into effective as of December 29, 2017 ("Effective Date") by and among GEX Management, Inc., a Texas corporation ("Buyer"), and G&C Family, LLC, an Arkansas limited liability company ("Seller") (collectively "Parties" and individually "Party"), for the purchase of the 100% of the member interests in AMAST Consulting, LLC, a Texas limited liability company ("AMAST").