Partnership Interests Purchase Agreement Sample Contracts

Third Amendment to Membership Interests and Partnership Interests Purchase Agreement (May 14th, 2014)

This THIRD AMENDMENT TO MEMBERSHIP INTERESTS AND PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this "Amendment") is made and effective as of this 9th day of May, 2014, by and between ALAMO GROUP (USA) INC., a Delaware corporation ("Purchaser"), SPECIALIZED INDUSTRIES LP, a Delaware limited partnership ("Seller"), and ALAMO GROUP INC., a Delaware corporation ("Parent").

Second Amendment to Membership Interests and Partnership Interests Purchase Agreement (April 17th, 2014)

This SECOND AMENDMENT TO MEMBERSHIP INTERESTS AND PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this "Amendment") is made and effective as of this 11th day of April, 2014, by and between ALAMO GROUP (USA) INC., a Delaware corporation ("Purchaser"), SPECIALIZED INDUSTRIES LP, a Delaware limited partnership ("Seller"), and ALAMO GROUP INC., a Delaware corporation ("Parent").

Mplx Lp – Partnership Interests Purchase Agreement (March 4th, 2014)

THIS PARTNERSHIP INTERESTS PURCHASE AGREEMENT (the Agreement) is entered into and effective on February 26, 2014 (the Effective Date), by and between MPLX Operations LLC, a Delaware limited liability company, (Operations) and MPL Investment LLC, a Delaware limited liability company (Investment). Investment and Operations may be singularly referred to as a Party and collectively referred to as the Parties.

MEMBERSHIP INTERESTS AND PARTNERSHIP INTERESTS PURCHASE AGREEMENT by and Between Alamo Group (USA) Inc., as Purchaser, and Specialized Industries LP, as Seller Dated as of February 24, 2014 (February 28th, 2014)

This MEMBERSHIP INTERESTS AND PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the 24th day of February, 2014 (the "Execution Date"), by and between ALAMO GROUP (USA) INC., a Delaware corporation ("Purchaser"), SPECIALIZED INDUSTRIES LP, a Delaware limited partnership ("Seller") and, for purposes of Section 11.17 hereof, ALAMO GROUP, INC. a Delaware corporation ("Parent"). Seller and Purchaser are sometimes collectively referred to herein as the "Parties" and individually referred to herein as a "Party."

Partnership Interests Purchase Agreement and Asset Purchase Agreement (Collectively, the "Agreements") by and Among Aquila, Inc. ("Aquila"), Black Hills Corporation ("Black Hills"), Great Plains Energy Incorporated ("Great Plains") and Gregory Acquisition Corp. ("Gregory") (May 9th, 2008)

Under the terms of the Agreements, as modified by those certain letters dated as of June 29, 2007, August 31, 2007, September 28, 2007, November 30, 2007, and January 30, 2008, Black Hills, Aquila and Great Plains are to attach schedules setting forth Retained Agreements and Shared Agreements prior to February 29, 2008. We recognize that this deadline may be implausible and therefore propose extending the date set forth under section 2.2(1) and 8.5(d) of the Agreements to March 31, 2008.

Partnership Interests Purchase Agreement and Asset Purchase Agreement (Collectively, the "Agreements") by and Among Aquila, Inc. ("Aquila"), Black Hills Corporation ("Black Hills"), Great Plains Energy Incorporated ("Great Plains") and Gregory Acquisition Corp. ("Gregory") (May 9th, 2008)

Under the terms of the Agreements, as modified by those certain letters dated as of June 29, 2007, August 31, 2007, September 28, 2007, November 30, 2007, January 30, 2008, February 28, 2008, and March 28, 2008, Black Hills, Aquila and Great Plains are to attach schedules setting forth Retained Agreements and Shared Agreements prior to April 30, 2008. We recognize that this deadline may be implausible and therefore propose extending the date set forth under section 2.2(1) and 8.5(d) of the Agreements to May 30, 2008.

Partnership Interests Purchase Agreement and Asset Purchase Agreement (Collectively, the "Agreements") by and Among Aquila, Inc. ("Aquila"), Black Hills Corporation ("Black Hills"), Great Plains Energy Incorporated ("Great Plains") and Gregory Acquisition Corp. ("Gregory") (May 9th, 2008)

Under the terms of the Agreements, as modified by those certain letters dated as of June 29, 2007, August 31, 2007, September 28, 2007, November 30, 2007, January 30, 2008, and February 28, 2008, Black Hills, Aquila and Great Plains are to attach schedules setting forth Retained Agreements and Shared Agreements prior to March 31, 2008. We recognize that this deadline may be implausible and therefore propose extending the date set forth under section 2.2(1) and 8.5(d) of the Agreements to April 30, 2008.

Partnership Interests Purchase Agreement (February 8th, 2007)

This Partnership Interests Purchase Agreement (this Agreement), is made as of February 6, 2007 by and among Aquila, Inc., a Delaware corporation (Seller), Aquila Colorado, LLC, a Delaware limited liability company (Limited Partner) and a wholly-owned subsidiary of Seller, Black Hills Corporation, a South Dakota corporation (Buyer), Great Plains Energy Incorporated, a Missouri corporation (Parent), and Gregory Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub).

Partnership Interests Purchase Agreement by and Among Aquila, Inc., Aquila Colorado, LLC, Black Hills Corporation, Great Plains Energy Incorporated and Gregory Acquisition Corp. Dated: February 6, 2007 (February 8th, 2007)

This Partnership Interests Purchase Agreement (this Agreement), is made as of February 6, 2007 by and among Aquila, Inc., a Delaware corporation (Seller), Aquila Colorado, LLC, a Delaware limited liability company (Limited Partner) and a wholly-owned subsidiary of Seller, Black Hills Corporation, a South Dakota corporation (Buyer), Great Plains Energy Incorporated, a Missouri corporation (Parent), and Gregory Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub).

Partnership Interests Purchase Agreement by and Among Aquila, Inc., Aquila Colorado, LLC, Black Hills Corporation, Great Plains Energy Incorporated and Gregory Acquisition Corp. Dated: February 6, 2007 (February 8th, 2007)

This Partnership Interests Purchase Agreement (this Agreement), is made as of February 6, 2007 by and among Aquila, Inc., a Delaware corporation (Seller), Aquila Colorado, LLC, a Delaware limited liability company (Limited Partner) and a wholly-owned subsidiary of Seller, Black Hills Corporation, a South Dakota corporation (Buyer), Great Plains Energy Incorporated, a Missouri corporation (Parent), and Gregory Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub).

Aquila, Inc. – Partnership Interests Purchase Agreement by and Among Aquila, Inc., Aquila Colorado, LLC, Black Hills Corporation, Great Plains Energy Incorporated and Gregory Acquisition Corp. Dated: February 6, 2007 (February 7th, 2007)

This Partnership Interests Purchase Agreement (this Agreement), is made as of February 6, 2007 by and among Aquila, Inc., a Delaware corporation (Seller), Aquila Colorado, LLC, a Delaware limited liability company (Limited Partner) and a wholly-owned subsidiary of Seller, Black Hills Corporation, a South Dakota corporation (Buyer), Great Plains Energy Incorporated, a Missouri corporation (Parent), and Gregory Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (Merger Sub).

Alliance Semiconductor – PARTNERSHIP INTERESTS PURCHASE AGREEMENT Between ALLIANCE SEMICONDUCTOR CORPORATION, and ALLIANCE VENTURE MANAGEMENT, LLC. Dated: December 1, 2006 (December 7th, 2006)

This Partnership Interests Purchase Agreement (this Agreement) is entered into as of this 1st day of December, 2006 (the Closing Date) by and between Alliance Semiconductor Corporation, a Delaware corporation (Buyer) and Alliance Venture Management, LLC, a California limited liability company (Seller).

Alliance Semiconductor – PARTNERSHIP INTERESTS PURCHASE AGREEMENT Between ALLIANCE SEMICONDUCTOR CORPORATION, and ALLIANCE VENTURE MANAGEMENT, LLC. Dated: December 1, 2006 (December 7th, 2006)

This Partnership Interests Purchase Agreement (this Agreement) is entered into as of this 1st day of December, 2006 (the Closing Date) by and between Alliance Semiconductor Corporation, a Delaware corporation (Buyer) and Alliance Venture Management, LLC, a California limited liability company (Seller).

Limited Partnership Interests Purchase Agreement (January 25th, 2006)

THIS LIMITED PARTNERSHIP INTERESTS PURCHASE AGREEMENT, dated as of the 19th day of January, 2006, (the "Agreement") by and among Affordable Hospitality, Inc., a Pennsylvania corporation ("Affordable"), 3344 Associates, a Pennsylvania limited partnership ("3344") and Hersha Capital, Inc., a Pennsylvania corporation ("Hersha Capital", 3344 and Affordable, each, a "Seller" and collectively, the "Sellers"), Affordable Hospitality Associates, LP, a Pennsylvania limited partnership (the "Partnership"), and Hersha Hospitality Limited Partnership, a Virginia limited partnership ("HHLP") and Race Street, LLC, a Pennsylvania limited liability company ("Race Street", together with HHLP, the "Purchasers") provides:

Navigant International Inc – PARTNERSHIP INTERESTS PURCHASE AGREEMENT by and Among Navigant International, Inc., NWT Newco, Inc., Navigant International/North Central, Inc., Northwestern Travel Service, L.P., Northwestern Travel Service, Inc., Noble Family Limited Partnership and the Limited Partners Named Herein Made Effective as of May 24, 2004 (July 1st, 2004)

THIS PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement) is made and entered into as of this 16th day of June, 2004, by and among Navigant International, Inc., a Delaware corporation (NII), NWT Newco, Inc., an Illinois corporation and a wholly-owned subsidiary of Navigant International/Rocky Mountain, Inc. (Newco), Navigant International/North Central, Inc., an Illinois corporation and a wholly-owned subsidiary of NII (NINC), Northwestern Travel Service, L.P., a Minnesota limited partnership (the Partnership), Northwestern Travel Service, Inc., the general partner of the Partnership (the General Partner), Noble Family Limited Partnership, a Minnesota limited partnership (the New Partnership) and John C. Noble, Jack Curtiss Noble, Peter Thorp Noble, Clifford Blunt Noble and John Partridge Noble (individually, each a Limited Partner, and collectively with the General Partner and the New Partnership, the Partners). Except as otherwise set forth in this Agreement, capitalized terms s

Grupo Kuo Sab De Cv – Partnership Interests Purchase Agreement (June 30th, 2004)

In accordance with the Declarations stated above, the parties agree to be bound by the terms and conditions established by mutual agreement in the following:

Grupo Kuo Sab De Cv – Partnership Interests Purchase Agreement (June 30th, 2004)

In accordance with the Declarations stated above, the parties agree to be bound by the terms and conditions established by mutual agreement in the following:

Horizon Group Properties – Partnership Interests Purchase Agreement (June 30th, 2003)

THIS PARTNERSHIP INTERESTS PURCHASE AGREEMENT (this Agreement) is made as of June 13, 2003, by and among HORIZON HUNTLEY LLC, a Delaware limited liability company (HHL), HORIZON HUNTLEY FINANCE LLC, a Delaware limited liability company (HHFL; HHL and HHFL are sometimes referred to herein, collectively, as Purchasers, and individually, as a Purchaser), HORIZON GROUP PROPERTIES, INC., a Maryland corporation (HGPI), and THE PRIME GROUP, INC., an Illinois corporation (PGI), HUNTLEY DEVELOPMENT COMPANY, an Illinois corporation (HDC), PRIME/HUNTLEY MEADOWS RESIDENTIAL, INC., an Illinois corporation (P/HMRI), and PGLP HOLDINGS, L.L.C., a Delaware limited liability company (PGLP Holdings; PGI, HDC, P/HMRI and PGLP Holdings are sometimes referred to herein, collectively, as Sellers, and, individually, as a Seller).