Membership Interest Purchase And Sale Agreement Sample Contracts

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Laredo Petroleum Holdings Inc – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated (October 30th, 2017)

This Membership Interest Purchase and Sale Agreement (this "Agreement"), dated October 1, 2017 (the "Execution Date") is entered into by and among (i) Medallion Midland Acquisition, LLC, a Delaware limited liability company ("Buyer"), (ii) Medallion Gathering & Processing, LLC, a Texas limited liability company (the "Company"), and (iii) Medallion Midstream Holdings, LLC, a Delaware limited liability company ("Medallion"), and Laredo Midstream Services, LLC, a Delaware limited liability company ("Laredo" and together with Medallion, collectively, the "Sellers" and each individually, a "Seller"). Buyer, the Company and the Sellers are collectively referred to as the "Parties" and individually as a "Party."

Valero LP – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BETWEEN FR NAVIGATOR HOLDINGS LLC, NUSTAR LOGISTICS, L.P. And NUSTAR ENERGY, L.P. Dated April 11, 2017 (April 11th, 2017)
Targa Resources Partners LP – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated JANUARY 22, 2017 by and Between TARGA RESOURCES PARTNERS LP, a Delaware Limited Partnership and OUTRIGGER DELAWARE MIDSTREAM, LLC, a Delaware Limited Liability Company (January 23rd, 2017)

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.

Targa Resources – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated JANUARY 22, 2017 by and Between TARGA RESOURCES PARTNERS LP, a Delaware Limited Partnership and OUTRIGGER DELAWARE MIDSTREAM, LLC, a Delaware Limited Liability Company (January 23rd, 2017)

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.

Targa Resources Partners LP – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated JANUARY 22, 2017 by and Between TARGA RESOURCES PARTNERS LP, a Delaware Limited Partnership and OUTRIGGER ENERGY LLC, a Delaware Limited Liability Company (January 23rd, 2017)

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 Energy LLC, a Delaware limited liability company (Seller) and (solely for purposes of Section 5.21) Outrigger Southern 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.

Targa Resources – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated JANUARY 22, 2017 by and Between TARGA RESOURCES PARTNERS LP, a Delaware Limited Partnership and OUTRIGGER MIDLAND MIDSTREAM, LLC, a Delaware Limited Liability Company (January 23rd, 2017)

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 Midland Midstream, LLC, a Delaware limited liability company (Seller), and (solely for purposes of Section 5.21) Outrigger Midland Operating, LLC, a Delaware limited liability company (the Company). Buyer and Seller are collectively referred to as the Parties and individually as a Party.

Targa Resources Partners LP – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated JANUARY 22, 2017 by and Between TARGA RESOURCES PARTNERS LP, a Delaware Limited Partnership and OUTRIGGER MIDLAND MIDSTREAM, LLC, a Delaware Limited Liability Company (January 23rd, 2017)

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 Midland Midstream, LLC, a Delaware limited liability company (Seller), and (solely for purposes of Section 5.21) Outrigger Midland Operating, LLC, a Delaware limited liability company (the Company). Buyer and Seller are collectively referred to as the Parties and individually as a Party.

Targa Resources – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Dated JANUARY 22, 2017 by and Between TARGA RESOURCES PARTNERS LP, a Delaware Limited Partnership and OUTRIGGER ENERGY LLC, a Delaware Limited Liability Company (January 23rd, 2017)

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 Energy LLC, a Delaware limited liability company (Seller) and (solely for purposes of Section 5.21) Outrigger Southern 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.

RSP Permian, Inc. – Membership Interest Purchase and Sale Agreement by and Among Silver Hill Energy Partners Holdings, LLC, as Seller, Silver Hill Energy Partners, LLC, the Company, RSP Permian, L.L.C., as Buyer and RSP Permian, Inc., as Parent Dated as of October 13, 2016 (October 13th, 2016)

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of October 13, 2016 (the Execution Date), is by and among Silver Hill Energy Partners Holdings, LLC, a Delaware limited liability company (Seller), Silver Hill Energy Partners, LLC, a Delaware limited liability company (the Company), RSP Permian, L.L.C., a Delaware limited liability company (Buyer), and RSP Permian, Inc., a Delaware corporation (Parent and, together with Buyer, Buyer Parties and each a Buyer Party). Seller, the Company, Buyer and Parent are referred to collectively as the Parties and individually as a Party.

RSP Permian, Inc. – Membership Interest Purchase and Sale Agreement by and Among Silver Hill Energy Partners Holdings, LLC, as Seller, Silver Hill Energy Partners, LLC, the Company, RSP Permian, L.L.C., as Buyer and RSP Permian, Inc., as Parent Dated as of October 13, 2016 (October 13th, 2016)

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of October 13, 2016 (the Execution Date), is by and among Silver Hill Energy Partners Holdings, LLC, a Delaware limited liability company (Seller), Silver Hill Energy Partners, LLC, a Delaware limited liability company (the Company), RSP Permian, L.L.C., a Delaware limited liability company (Buyer), and RSP Permian, Inc., a Delaware corporation (Parent and, together with Buyer, Buyer Parties and each a Buyer Party). Seller, the Company, Buyer and Parent are referred to collectively as the Parties and individually as a Party.

RSP Permian, Inc. – Membership Interest Purchase and Sale Agreement by and Among Silver Hill Energy Partners II, LLC, as Seller, Silver Hill E&P II, LLC, the Company, RSP Permian, L.L.C., as Buyer and RSP Permian, Inc., as Parent Dated as of October 13, 2016 (October 13th, 2016)

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of October 13, 2016 (the Execution Date), is by and among Silver Hill Energy Partners II, LLC, a Delaware limited liability company (Seller), Silver Hill E&P II, LLC, a Delaware limited liability company (the Company), RSP Permian, L.L.C., a Delaware limited liability company (Buyer), and RSP Permian, Inc., a Delaware corporation (Parent and, together with Buyer, Buyer Parties and each a Buyer Party). Seller, the Company, Buyer and Parent are referred to collectively as the Parties and individually as a Party.

RSP Permian, Inc. – Membership Interest Purchase and Sale Agreement by and Among Silver Hill Energy Partners II, LLC, as Seller, Silver Hill E&P II, LLC, the Company, RSP Permian, L.L.C., as Buyer and RSP Permian, Inc., as Parent Dated as of October 13, 2016 (October 13th, 2016)

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of October 13, 2016 (the Execution Date), is by and among Silver Hill Energy Partners II, LLC, a Delaware limited liability company (Seller), Silver Hill E&P II, LLC, a Delaware limited liability company (the Company), RSP Permian, L.L.C., a Delaware limited liability company (Buyer), and RSP Permian, Inc., a Delaware corporation (Parent and, together with Buyer, Buyer Parties and each a Buyer Party). Seller, the Company, Buyer and Parent are referred to collectively as the Parties and individually as a Party.

Altisource Residential Corporat – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Between MSR I, LP, a Delaware Limited Partnership, as Seller and ALTISOURCE RESIDENTIAL, L.P., a Delaware Limited Partnership, as Buyer Dated as of September 30, 2016 (October 3rd, 2016)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this Agreement) is executed as of September 30, 2016, by and between MSR I, LP, a Delaware limited partnership (Seller), and Altisource Residential, L.P., a Delaware limited partnership (Buyer).

Legacy Reserves Lp – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BETWEEN WGR OPERATING LP AS SELLER AND LEGACY RESERVES OPERATING LP AS PURCHASER Executed on July 3, 2015 (July 9th, 2015)

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.

Who's Your Daddy, Inc. – Membership Interest Purchase and Sale Agreement (March 30th, 2015)

This Membership Interest Purchase and Sale Agreement (this "Agreement") is made as of March 26, 2015 ("Effective Date") by and between Global Future City Holding Inc., a Nevada corporation publicly traded on the OTC Bulletin Board under the symbol FTCY ("Purchaser"), on the one hand, and Powerdyne, Inc. ("Seller Company"), which owns 100% of the membership interests in Powerdyne Regional Center LLC ("Powerdyne RC") (Seller Company together with Powerdyne RC, the "Company Parties"), on the other hand. Certain capitalized terms used in this Agreement are defined in Exhibit A, attached hereto and incorporated herein by reference.

Atlantic Tele Network – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and Among GREEN LAKE CAPITAL, LLC, as Seller and WALSIN LIHWA CORPORATION, as Parent and AHANA OPERATIONS, LLC, as Buyer and THE COMPANIES Dated as of December 24, 2014 (December 29th, 2014)

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this Agreement) is made and entered into as December 24, 2014 by and among the following companies:

Wheeler Real Estate Investment – Membership Interest Purchase and Sale Agreement Between Sooner Capital, Llc as Seller, and Wheeler Reit, L.P., (November 25th, 2014)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this "Agreement") is made as of the 21st day of November, 2014 (the "Effective Date") by and between SOONER CAPITAL, LLC, a Virginia limited liability company (the "Seller"), and WHEELER REIT, L.P., a Virginia limited partnership (the "Buyer").

Wheeler Real Estate Investment – Membership Interest Purchase and Sale Agreement Between Development Fund I, Llc, as Seller, and Wheeler Reit, L.P., as Buyer Date: As of August 15, 2014 (August 21st, 2014)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this Agreement) is made as of the 15th day of August, 2014 (the Effective Date) by and between DEVELOPMENT FUND I, LLC, a Virginia limited liability company (the Seller), and WHEELER REIT, L.P., a Virginia limited partnership (or its assignee pursuant to Section 9.1) (the Buyer).

Gramercy Property Trust Inc. – Membership Interest Purchase and Sale Agreement (May 12th, 2014)

This Membership Interest Purchase and Sale Agreement (this "Agreement") is dated as of May 12, 2014, and is by and among FYF Net Lease LLC, a Delaware limited liability company ("Seller"), GPT BOA Portfolio Member LLC, a Delaware limited liability company (the "GPT Member"), and GPT BOA Defeasance Pool Owner LLC, a Delaware limited liability company (the "GPT Defeasance Member", and individually with the GPT Member, a "Buyer" and collectively, the "Buyers"). Seller and Buyers are also individually referred to as a "Party" and jointly as the "Parties."

Ormat Technologies, Inc. – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT BETWEEN RET HOLDINGS, LLC, as Buyer and ORMAT NEVADA INC., as Seller for the Purchase of the Membership Interests in IMPERIAL SOLAR 1, LLC DATED AS OF MARCH 26, 2014 (March 31st, 2014)

This Membership Interest Purchase and Sale Agreement (this "Agreement") is made as of March 26, 2014 (the "Execution Date") by and between RET Holdings, LLC, a Delaware limited liability company ("Buyer") and Ormat Nevada Inc., a Delaware corporation ("Seller"). Buyer and Seller are referred to collectively herein as the "Parties." Capitalized terms used but not otherwise defined herein shall have the meaning ascribed such terms in Article I.

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and Among RENTECH, INC., as Seller, SUNSHINE KAIDI NEW ENERGY GROUP CO., LTD., as Parent and Buyer, and RES USA, LLC, as Company DATED AS OF FEBRUARY 28, 2014 (March 6th, 2014)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this Agreement) is entered into as of February 28, 2014 by and among Rentech, Inc., a Colorado corporation (Seller), Sunshine Kaidi New Energy Group Co., Ltd., a company organized under the laws of the PRC (Parent and Buyer), and RES USA, LLC, a Delaware limited liability company (the Company), with reference to the following facts:

Magnolia Lane Income Fund – LLC Membership Interest Purchase and Sale Agreement--Short Form (January 27th, 2014)
Magnolia Lane Income Fund – LLC Membership Interest Purchase and Sale Agreement--Short Form (January 27th, 2014)
Magnolia Lane Income Fund – LLC Membership Interest Purchase and Sale Agreement--Short Form (January 27th, 2014)
Magnolia Lane Income Fund – LLC Membership Interest Purchase and Sale Agreement--Short Form (January 27th, 2014)
NorthStar Healthcare Income, Inc. – Membership Interest Purchase and Sale Agreement (December 24th, 2013)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this "Agreement"), is made as of October 29, 2013 (the "Effective Date"), by and between NORTHSTAR REALTY HEALTHCARE, LLC, a Delaware limited liability company ("Seller"); NRFC GRACE GARDENS HOLDINGS, LLC, a Delaware limited liability company, (the "Holdings Company"); HILLTOPPER ASSISTED LIVING, LLC, a Kansas limited liability company ("Hilltopper" and, together with the Holdings Company, the "Company") and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership ("Buyer").

NorthStar Healthcare Income, Inc. – Membership Interest Purchase and Sale Agreement (December 24th, 2013)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this "Agreement"), is made as of October 29, 2013 (the "Effective Date"), by and between NORTHSTAR REALTY HEALTHCARE, LLC, a Delaware limited liability company ("Seller"); NRFC BLACKHAWK HOLDINGS, LLC, a Delaware limited liability company, (the "Company"); and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership ("Buyer").

NorthStar Healthcare Income, Inc. – Membership Interest Purchase and Sale Agreement (December 24th, 2013)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this "Agreement"), is made as of this 31st day of October, 2013 (the "Effective Date"), by and between NORTHSTAR REALTY HEALTHCARE, LLC, a Delaware limited liability company ("Seller"); NRFC CLINTON HOLDINGS, LLC, a Delaware limited liability company, (the "Company"); and NorthStar Healthcare Income Operating Partnership, LP, a Delaware limited partnership ("Buyer").

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Among GENERICS INTERNATIONAL (US) INC., BOCA LIFE SCIENCE HOLDINGS, LLC, BOCA PHARMACAL, LLC and THE MEMBERS OF BOCA LIFE SCIENCE HOLDINGS, LLC (November 5th, 2013)
Constellation Energy Prtnrs – MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT Between CONSTELLATION ENERGY PARTNERS LLC, as Seller and CASTLETON COMMODITIES UPSTREAM LLC, as Buyer Dated as of February 1, 2013 (February 4th, 2013)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (this Agreement), dated as of February 1, 2013, is between (i) Constellation Energy Partners LLC, a Delaware limited liability company (Seller), and (ii) Castleton Commodities Upstream LLC, a Delaware limited liability company (Buyer). Each of Seller and Buyer is sometimes referred to herein individually as a Party and they are sometimes collectively referred to herein as the Parties.

Targa Resources Partners LP – First Amendment to Membership Interest Purchase and Sale Agreement (January 4th, 2013)

This First Amendment to Membership Interest Purchase and Sale Agreement is entered into as of the 20th day of December, 2012 (the Amendment), by and among Saddle Butte Pipeline LLC, a Delaware limited liability company (Seller), Saddle Butte Fort Berthold Gathering, LLC, a Colorado limited liability company (Berthold Gathering), Saddle Butte Assets, LLC, a Colorado limited liability company (Assets LLC and, together with Berthold Gathering, the Companies and each a Company), and Targa Resources Partners LP, a Delaware limited partnership (Buyer).

Targa Resources Partners LP – Membership Interest Purchase and Sale Agreement by and Among Saddle Butte Pipeline LLC, as Seller, Saddle Butte Fort Berthold Gathering, LLC and Saddle Butte Assets, LLC, the Companies, and Targa Resources Partners LP as Buyer Dated November 14, 2012 (November 15th, 2012)

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated November 14, 2012 (the Execution Date), is by and among Saddle Butte Pipeline LLC, a Delaware limited liability company (Seller), Saddle Butte Fort Berthold Gathering, LLC, a Colorado limited liability company (Berthold Gathering), Saddle Butte Assets, LLC, a Colorado limited liability company (Assets LLC and, together with Berthold Gathering, the Companies and each a Company), and Targa Resources Partners LP, a Delaware limited partnership (Buyer).

Fusion Telecommunications International, Inc. – Amendment No. 2 to Membership Interest Purchase and Sale Agreement (November 2nd, 2012)

THIS AMENDMENT NO. 2 TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of this 20th day of August 2012 (the "Effective Date") by and among Fusion Telecommunications International, Inc. ("Fusion"), a corporation organized under the laws of the State of Delaware; NBS Acquisition Corp. ("Newco" and together with Fusion sometimes collectively hereinafter referred to as "Purchasers"), a corporation to be formed under the laws of the State of Delaware as a wholly-owned subsidiary of Fusion; Network Billing Systems, LLC ("NBS" or the "Company"), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman ("Kaufman"), a resident of the State of New Jersey; and Christiana Trust as trustee of the LK Trust ("LK"), a Delaware Trust. Fusion, Newco, NBS, Kaufman and LK are sometimes hereinafter referred to individually as a "Party" or collectively as the "Parties."

Fusion Telecommunications International, Inc. – Membership Interest Purchase and Sale Agreement (November 2nd, 2012)

THIS AMENDMENT NO. 4 TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of this 24th day of October 2012 (the "Effective Date") by and among Fusion Telecommunications International, Inc. ("Fusion"), a corporation organized under the laws of the State of Delaware; Fusion NBS Acquisition Corp. ("Newco" and together with Fusion sometimes collectively hereinafter referred to as "Purchasers"), a Delaware corporation and a wholly-owned subsidiary of Fusion; Network Billing Systems, LLC ("NBS" or the "Company"), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman ("Kaufman"), a resident of the State of New Jersey; and Christiana Trust, a division of WSFS Bank, as trustee of the LK Trust ("LK"), a Delaware Trust. Fusion, Newco, NBS, Kaufman and LK are sometimes hereinafter referred to individually as a "Party" or collectively as the "Parties."

Fusion Telecommunications International, Inc. – Amendment No. 3 to Membership Interest Purchase and Sale Agreement (November 2nd, 2012)

THIS AMENDMENT NO. 3 TO MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT (the "Agreement") is made as of this 21st day of September 2012 (the "Effective Date") by and among Fusion Telecommunications International, Inc. ("Fusion"), a corporation organized under the laws of the State of Delaware; NBS Acquisition Corp. ("Newco" and together with Fusion sometimes collectively hereinafter referred to as "Purchasers"), a corporation to be formed under the laws of the State of Delaware as a wholly-owned subsidiary of Fusion; Network Billing Systems, LLC ("NBS" or the "Company"), a limited liability company organized under the laws of the State of New Jersey; Jonathan Kaufman ("Kaufman"), a resident of the State of New Jersey; and Christiana Trust as trustee of the LK Trust ("LK"), a Delaware Trust. Fusion, Newco, NBS, Kaufman and LK are sometimes hereinafter referred to individually as a "Party" or collectively as the "Parties."