Membership Interests Purchase Agreement Sample Contracts

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Communications Sales & Leasing, Inc. – Membership Interests Purchase Agreement (April 11th, 2017)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement") is dated as of the 7th day of April, 2017 (the "Execution Date"), by and among (i) Uniti Fiber Holdings Inc., a Delaware corporation (the "Buyer"), (ii) Uniti Group Inc., a Maryland corporation (the "Parent"), and (iii) SLF Holdings, LLC, an Alabama limited liability company (the "Seller"). Unless otherwise set forth herein, capitalized terms used herein shall have the meanings given to such terms in Exhibit A hereto.

Amendment to Membership Interests Purchase Agreement (May 14th, 2015)

This Amendment, dated as of this 13th day of May, 2015, amends that certain Membership Interests Purchase Agreement, dated November 14, 2014, by and among Dale Jennings, Paul Abbott, Shawn McKeever and Mickey Ellis, as "Sellers" thereunder, and GSE Performance Solutions, Inc. (previously known as GSE Power Systems, Inc.), as "Purchaser" thereunder (the "Agreement") and is entered into by and between Shawn McKeever, acting in his capacity as Sellers' Representative as defined in, and authorized by, the Agreement, and the Purchaser.

Membership Interests Purchase Agreement by and Between Dale Jennings, Paul Abbott, Shawn McKeever and Mickey Ellis as the Sellers and GSE Power Systems, Inc. As the Purchaser (November 17th, 2014)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT ("Agreement") is entered into as of November __, 2014, by and between Dale Jennings ("Dale"), Paul Abbott, Shawn McKeever and Mickey Ellis (collectively, the "Sellers" and each, individually, a "Seller"), and GSE Power Systems, Inc., a Delaware corporation, or its designee ("Purchaser").

Newpark Resources, Inc. – MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among NEWPARK RESOURCES, INC., NEWPARK DRILLING FLUIDS LLC and ECOSERV, LLC ________________________________________ Dated February 10, 2014 ________________________________________ (April 25th, 2014)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT, dated as of February 10, 2014 (this "Agreement"), is entered into by and among Newpark Resources, Inc., a Delaware corporation ("Newpark"), Newpark Drilling Fluids LLC, a Texas limited liability company and a direct wholly-owned subsidiary of Newpark ("DFI," and together with Newpark, the "Newpark Entities"), and ecoserv, LLC, a Delaware limited liability company ("Buyer"). The Newpark Entities and Buyer are hereinafter collectively referred to as the "Parties" and each individually as a "Party."

Arc Wireless Solutions, Inc. – Membership Interests Purchase Agreement (April 11th, 2014)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement") is entered into as of April 7, 2014, by and among Nigel Sutton, Gregory Curtis, Frank Ferree, and Dermot Rafferty (collectively, "Sellers" and each individually, a "Seller"), and ARC Group Worldwide, Inc., a Utah corporation ("Purchaser").

Arc Logistics Partners LP – Membership Interests Purchase Agreement (January 14th, 2014)

This Lease (as amended, restated, replaced, supplemented, or otherwise modified from time-to-time, this Lease) is dated as of , 2014 (the Effective Date), and is made by and between:

Tortoise Capital Resources Corporation – Membership Interests Purchase Agreement (January 14th, 2014)

This Lease (as amended, restated, replaced, supplemented, or otherwise modified from time-to-time, this "Lease") is dated as of __________ __, 2014 (the "Effective Date"), and is made by and between:

Cornerworld Corp – Membership Interests Purchase Agreement (October 4th, 2013)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement") is entered into as of September 30, 2013 by and among Ranger Wireless Holdings, LLC, a Texas limited liability company ("Buyer"), Woodland Wireless Solutions, Ltd., a Michigan corporation ("WWS") and CornerWorld Corporation, a Nevada corporation ("CornerWorld", and together with WWS, each, a "Seller", and collectively, "Sellers"), for the sale and purchase of 100% of the outstanding voting member units of S Squared, L.L.C., an Illinois limited liability company doing business in the state of Texas as "Ranger Wireless Solutions, LLC" ("Ranger" or the "Company"). Capitalized terms used herein are defined in Article XI and throughout this Agreement.

HMG/Courtland Properties, Inc. – MEMBERSHIP INTERESTS PURCHASE AGREEMENT (HMG to Christoph) December, 2012 Transaction (April 3rd, 2013)

This MEMBERSHIP INTERESTS PURCHASE AGREEMENT is made and entered into as of December __, 2012 ("Effective Date"), by and among THE CHRISTOPH FAMILY TRUST, FBO ROBERT W. CHRISTOPH, JR. ("Christoph Jr. Trust"), THE CHRISTOPH FAMILY TRUST, FBO HUNTER CHRISTOPH ("Hunter Trust"; together with the Christoph Jr. Trust, each individually, a "Buyer" and collectively, the "Buyers") and HMG BAYSHORE, LLC, a Florida limited liability company ("HMG Bayshore"), COURTLAND BAYSHORE RAWBAR, LLC, a Florida limited liability company ("HMG Rawbar") and COURTLAND BAYSHORE RESTAURANT, LLC, a Florida limited liability company ("HMG Restaurant") (HMG Bayshore, HMG Rawbar and HMG Restaurant individually, a "Seller" and collectively, the "Sellers").

Martin Midstream Partners L.P. – MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among MARTIN OPERATING PARTNERSHIP L.P., MARTIN MIDSTREAM PARTNERS L.P., MARTIN UNDERGROUND STORAGE, INC. And MARTIN RESOURCE MANAGEMENT CORPORATION October 2, 2012 (October 9th, 2012)

This Membership Interests Purchase Agreement (the "Agreement"), dated as of October 2, 2012, is entered into by and among Martin Operating Partnership L.P., a Delaware limited partnership (the "Buyer"), Martin Underground Storage, Inc., a Texas corporation (the "Seller"), Martin Resource Management Corporation, a Texas corporation and the parent of the Seller (the "Guarantor"), and Martin Midstream Partners L.P., a Delaware limited partnership and the parent of the Buyer (the "Parent"). Capitalized terms used herein shall have the meanings set forth in Article VII.

Gameco – Membership Interests Purchase Agreement (July 6th, 2012)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement), dated June 21, 2012 (Agreement Date), is entered into by and between GAMECO HOLDINGS, INC., a Delaware corporation (Seller), and JACOBS ENTERTAINMENT, INC., a Delaware corporation (Buyer). Capitalized terms not defined in context are defined in Section 12.15.

Saba Software – Membership Interests Purchase Agreement (March 20th, 2012)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement) is entered into as of March 19, 2012, by and among Saba Software, Inc., a Delaware corporation (Parent), HAL Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (Purchaser), HumanConcepts, LLC, a California limited liability company (the Company), and Martin Sacks, an individual (Seller). Certain capitalized terms in this Agreement are defined in Exhibit A.

Ameristar Casinos – MEMBERSHIP INTERESTS PURCHASE AGREEMENT Dated as of March 14, 2012 Among CREATIVE CASINOS OF LOUISIANA, L.L.C. As the Company CREATIVE CASINOS, LLC as the Member and AMERISTAR CASINOS, INC. As the Buyer (March 16th, 2012)

This Membership Interests Purchase Agreement dated as of March 14, 2012 (this Agreement) is among Ameristar Casinos, Inc., a Nevada corporation (Buyer), Creative Casinos of Louisiana, L.L.C., a Louisiana limited liability company (the Company), and Creative Casinos, LLC (the Member). Capitalized terms used but not defined herein have the meanings assigned to them on Exhibit A.

Limited Liability Company Membership Interests Purchase Agreement (December 7th, 2011)

THIS LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS PURCHASE AGREEMENT, dated December 5, 2011, by and among CIG Properties, Inc., a Delaware corporation ("Purchaser"), BAC Berlin Atlantic Holding GmbH & Co. KG, a German Kommanditgesellschaft("Seller"), Communications Infrastructure Group, LLC, a Delaware limited liability company (the "CI Group"); and CIG Wireless Corp., a Nevada corporation (the "Parent Company");

Gamzio Mobile, Inc. – Membership Interests Purchase Agreement (November 3rd, 2011)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (the "Agreement") made this 26th day of August, 2011 by and among, Marine Drive Mobile Corp., a Nevada corporation ("Pubco") on one hand and I Like A Deal, LLC a Nevada limited liability company (the "Company") and Andrew Strauss ("Andrew") and Mark Nichols ("Mark"), together the Company's members (the "Selling Members"), on the other hand.

LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS PURCHASE AGREEMENT Dated as of October 7, 2011 Among CYBER SUPPLY INC., COMMUNICATION INFRASTRUCTURE GROUP LLC and CIG SERVICES LLC (October 11th, 2011)

LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS PURCHASE AGREEMENT, dated as of October 7, 2011, among Cyber Supply Inc. ("Purchaser"), a Nevada corporation, Communication Infrastructure Group LLC ("CI Group"), a Delaware limited liability company, and CIG Services LLC (the "Services Company"), a Delaware limited liability company.

Gamzio Mobile, Inc. – Membership Interests Purchase Agreement (August 31st, 2011)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (the "Agreement") made this ____ day of _________, 2011 by and among, Marine Drive Mobile Corp., a Nevada corporation ("Pubco") on one hand and I Like A Deal, LLC a Nevada limited liability company (the "Company") and Andrew Strauss ("Andrew") and Mark Nichols ("Mark"), together the Company's members (the "Selling Members"), on the other hand.

Gamzio Mobile, Inc. – Membership Interests Purchase Agreement (August 29th, 2011)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (the "Agreement") made this 26th day of August, 2011 by and among, Marine Drive Mobile Corp., a Nevada corporation ("Pubco") on one hand and I Like A Deal, LLC a Nevada limited liability company (the "Company") and Andrew Strauss and Mark Nichols, the Company's members (the "Selling Members"), on the other hand.

Membership Interests Purchase Agreement (June 3rd, 2011)
Gameco – Membership Interests Purchase Agreement (April 4th, 2011)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement), dated March 31, 2011 (Agreement Date), is entered into by and between GAMECO HOLDINGS, INC., a Delaware corporation (Seller), and JACOBS ENTERTAINMENT, INC., a Delaware corporation (Buyer). Capitalized terms not defined in context are defined in Section 12.15.

Gameco – Membership Interests Purchase Agreement (February 3rd, 2011)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement), dated January 31, 2011 (Agreement Date), is entered into by and between GAMECO HOLDINGS, INC., a Delaware corporation (Seller), and JACOBS ENTERTAINMENT, INC., a Delaware corporation (Buyer). Capitalized terms not defined in context are defined in Section 12.15.

Membership Interests Purchase Agreement Dated as of September 7, 2010 by and Among New Jersey Imaging Partners, Inc., Radnet, Inc., Progressive Health, Llc, Stellar Health, Llc, Medcon Consultants, Inc., Robert L. Farrell and William D. Farrell (January 7th, 2011)

This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement"), dated as of September 7, 2010, is by and among NEW JERSEY IMAGING PARTNERS, INC. ("Buyer"), a New Jersey corporation, RADNET, INC., a Delaware corporation, PROGRESSIVE HEALTH, LLC ("Progressive"), a New Jersey limited liability company, STELLAR HEALTH, LLC ("Stellar"), a New Jersey limited liability company, MEDCON CONSULTANTS, INC. ("Medcon"), a New Jersey corporation, ROBERT L. FARRELL ("RF"), an individual residing at 11 Heritage Road, Old Tappan, New Jersey 07675, and WILLIAM D. FARRELL ("WF"), an individual residing at 14 Bluefield Avenue, Harrington Park, New Jersey 07640. Terms used herein shall have the meanings set forth in Appendix A attached hereto.

Nytex Energy Hldgs – Membership Interests Purchase Agreement by and Among Nytex Energy Holdings, Inc., Francis Drilling Fluids, Ltd., Francis Oaks, L.L.C and the Members of Francis Oaks, L.L.C. As of November __, 2010 (November 30th, 2010)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement) is entered into as of November __, 2010 (the Execution Date), by and among NYTEX Energy Holdings, Inc., a Delaware corporation (Buyer), Francis Drilling Fluids, Ltd., a Louisiana business corporation (the Company), Francis Oaks, L.L.C., a Louisiana limited liability company (Oaks), and all of the members of Oaks (collectively, Sellers or singularly, Seller). Buyer, the Company, Oaks and Sellers are collectively referred to herein as the Parties and individually as a Party. Capitalized terms used in this Agreement without definition shall have the meaning given to such terms in Article I hereof.

First Amendment to Membership Interests Purchase Agreement (October 27th, 2010)

This FIRST AMENDMENT TO MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Amendment) is made and entered into as of September 22, 2010 (the Amendment Date), by and among Lakeshore Aqua Rental LLC, an Illinois limited liability company (Seller 1) and Magellan Aqua LLC, an Illinois limited liability company (Seller 2 and together with Seller 1, collectively, Seller), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (Purchaser).

Membership Interests Purchase Agreement (October 27th, 2010)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement) is entered into as of September 3, 2010. (the Effective Date), by and among Lakeshore Aqua Rental LLC, an Illinois limited liability company (Seller 1) and Magellan Aqua LLC, an Illinois limited liability company (Seller 2 and together with Seller 1, collectively, Seller), and Behringer Harvard Multifamily OP I LP, a Delaware limited partnership (Purchaser).

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among AFFINION LOYALTY ACQUISITION, LLC, as Buyer, AFFINION GROUP, INC. (Solely With Respect to Article XIII) as Buyer Parent TAG INVESTMENT HOLDINGS, L.L.C., ONE EQUITY PARTNERS III, L.P., OEP III CO-INVESTORS, L.P., OEP II PARTNERS CO-INVEST, L.P., and TRAVEL LEADERS GROUP, L.L.C. As Sellers With Respect to CONNEXIONS LOYALTY TRAVEL SOLUTIONS, L.L.C., LOYALTY TRAVEL AGENCY, L.L.C., and OEP TAG HOLDINGS, L.L.C. And ONE EQUITY PARTNERS III, L.P. As Sellers Representative Dated as of May 19, 2010 (July 8th, 2010)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement) is made and entered into this 19th day of May, 2010, by and among AFFINION LOYALTY ACQUISITION, LLC, a Delaware limited liability company (Buyer) and, solely with respect to Article XIII, AFFINION GROUP, INC., a Delaware corporation (Buyer Parent),

Orion Marine Group – Membership Interests Purchase Agreement (February 2nd, 2010)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT ("Agreement"), is made as of January 28, 2010, by and among LaQuay Holdings, Inc., a Texas corporation (the "Seller"), Timothy W. LaQuay ("Tim"), Linda F. LaQuay ("Linda") (Tim and Linda are the principal shareholders of the Seller and shall be hereinafter collectively referred to as the "Principal Shareholders") and Seagull Services, LLC, a Delaware limited liability company ("Purchaser"). Capitalized terms used in this Agreement and not otherwise defined have the meanings assigned to them in Article VII hereof.

Mmc Energy – MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among CALIFORNIA HOLDINGS McCALL, LLC ESCONDIDO II, LLC, WELLHEAD ELECTRIC EQUIPMENT, LLC and MMC ENERGY, INC. Dated as of May 21, 2009 (May 28th, 2009)

MEMBERSHIP INTERESTS PURCHASE AGREEMENT, dated as of May 21, 2009 (the "Agreement") among California Holdings McCall, LLC, a Delaware limited liability company ("CHM"), Escondido II, LLC, a Delaware limited liability company ("EII," and together with CHM, the "Buyers"), Wellhead Electric Equipment, LLC, a Delaware limited liability company ("Guarantor," and together with the Buyers, the "Buyer Parties") and MMC Energy, Inc., a Delaware corporation (the "Seller").

Mmc Energy – Membership Interests Purchase Agreement (March 31st, 2009)

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement"), dated November 26, 2008, by and among Wellhead Electric Equipment, LLC, a Delaware limited liability company ("Buyer") and MMC Energy, Inc., a Delaware corporation ("Seller"). Wellhead Electric Company, Inc., a California corporation ("Wellhead"), shall be a party to this Agreement solely for the purposes of Section 10.15.

Cal-Maine Foods, Inc. – Membership Interests Purchase Agreement (December 3rd, 2008)

Part 2.14(a) of the Disclosure Letter sets forth reasonably complete details concerning such Contracts, including but not limited to, the name, date and parties to the Contracts.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among SOUTHPEAK INTERACTIVE CORPORATION, VID AGON, LLC and VID SUB, LLC October 10, 2008 (October 15th, 2008)

This Membership Interest Purchase Agreement (the "Agreement") is made and entered into this 10th day of October, 2008, by and among SouthPeak Interactive Corporation, a Delaware corporation ("Buyer"), Vid Sub, LLC, a Delaware limited liability company, as majority member of the Company (as defined below) (the "Member"), and Vid Agon, LLC, a Delaware limited liability company and sole member of the Member (the "Seller").

Van Der Moolen Nv – MEMBERSHIP INTERESTS PURCHASE AGREEMENT AMONG MILBRIDGE IV, LLC AS THE BUYER VAN DER MOOLEN HOLDING N.V. AS THE GUARANTOR AND THE SELLERS NAMED HEREIN Dated as of August 1, 2007 (June 30th, 2008)

MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement"), dated as of August 1, 2007, among Milbridge IV, LLC, a New York limited liability company, (the "Buyer") and, solely with respect to Section 8.15 hereof, Van der Moolen Holding N.V., a Dutch limited liability company (the "Guarantor"), and those members listed on Schedule A attached hereto (collectively, the "Sellers").

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among GLOBAL SERVICES PARTNERS ACQUISITION CORP., SOUTHPEAK INTERACTIVE, LLC and THE MEMBERS OF SOUTHPEAK INTERACTIVE, LLC May 12, 2008 (May 15th, 2008)

This Membership Interest Purchase Agreement (the "Agreement") is made and entered into this 12th day of May, 2008, by and among Global Services Partners Acquisition Corp., a Delaware corporation ("Buyer"), SouthPeak Interactive, LLC, a Virginia limited liability company (the "Company"), and the Members of the Company set forth on Schedule I attached hereto (the "Members").

MEMBERSHIP INTERESTS PURCHASE AGREEMENT by and Among GLOBAL SERVICES PARTNERS ACQUISITION CORP., SOUTHPEAK INTERACTIVE, LLC and THE MEMBERS OF SOUTHPEAK INTERACTIVE, LLC May 12, 2008 (May 14th, 2008)

This Membership Interest Purchase Agreement (the "Agreement") is made and entered into this 12th day of May, 2008, by and among Global Services Partners Acquisition Corp., a Delaware corporation ("Buyer"), SouthPeak Interactive, LLC, a Virginia limited liability company (the "Company"), and the Members of the Company set forth on Schedule I attached hereto (the "Members").

Newpark Resources, Inc. – MEMBERSHIP INTERESTS PURCHASE AGREEMENT BY AND AMONG NEWPARK RESOURCES, INC., NEWPARK DRILLING FLUIDS LLC, NEWPARK TEXAS, L.L.C., CCS INC., AND CCS ENERGY SERVICES LLC Dated as of April 16, 2008 (May 2nd, 2008)

This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement), dated as of April 16, 2008, is entered into by and among Newpark Resources, Inc., a Delaware corporation (Newpark), Newpark Drilling Fluids LLC, a Texas limited liability company and a direct wholly-owned subsidiary of Newpark (DFI), Newpark Texas, L.L.C., a Louisiana limited liability company and an indirect wholly-owned subsidiary of Newpark (Newpark Texas), CCS Inc., an Alberta corporation (CCS) and CCS Energy Services LLC, a Louisiana limited liability company (Purchaser), and an Affiliate of CCS.