Purchase and Sale of Membership Interest. Seller hereby agrees to grant, bargain, sell, assign, transfer, and convey to Purchaser herewith all of Seller’s Membership Interest in and to the Company for the price and upon the terms set forth hereinafter. Purchaser agrees to purchase, acquire and receive the Membership Interest from Seller herewith for the price and upon the terms set forth hereinafter.
Purchase and Sale of Membership Interest. On the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, the Interest for the price and on the terms set forth in this Agreement. The transfer (the "Transfer") of the Interest shall be completed by the execution of the Assignment of Membership Agreement (the "Assignment Agreement") attached hereto as Exhibit A, and such Transfer shall be effective upon the Closing Date (as that term is defined in Section 3 below).
Purchase and Sale of Membership Interest. (a) Buyer shall purchase from Seller, and Seller shall sell to Buyer, 100% of Seller’s total Interest in the Company (the “Transferred Membership Interest”) for the aggregate purchase price of $ (the “Purchase Price”).
Purchase and Sale of Membership Interest. Subject to all of the terms and conditions of this Agreement, Cakewalk agrees to sell, transfer and deliver to Dylan the Membership Interest and Dylan agrees to purchase, acquire and accept from Cakewalk, the Membership Interest at the Closing (as hereinafter defined), free and clear of all liens, pledges and encumbrances.
Purchase and Sale of Membership Interest. Pursuant to the terms and conditions of this Agreement, the Sellers agree to sell to the Buyer and the Buyer agrees to purchase from the Sellers, 100% of the membership interests of the Company (the “Membership Interests”) for an aggregate purchase price of Seventeen Million Twenty-Four Thousand Five Hundred Dollars ($17,024,500) (the “Purchase Price”). At the Closing, Buyer shall pay the Purchase Price as follows:
Purchase and Sale of Membership Interest. Subject to the terms and conditions set forth in this Agreement, at the Closing the Sellers shall sell to the Purchaser and the Purchaser shall purchase from the Sellers, in the aggregate, a 83.4552 percent membership interest in NP (the “Purchased Interest”) for a Purchase Price in an amount equal to $10,901,336 less the Adjustment Amount. The Purchased Interest and the Purchase Price shall be allocated between the Sellers in proportion to their respective membership interests in NP.
Purchase and Sale of Membership Interest. On the Closing Date (as defined in Section 3.1), the Seller shall sell to the Buyer, and the Buyer shall purchase from the Seller, the Seller's Membership Interest in Pinnacle in accordance with the terms of this Agreement. At the Closing (as defined in Section 3.1), the Seller shall deliver to the Buyer such certificates or other documents evidencing his Membership Interest in Pinnacle duly endorsed for transfer.
Purchase and Sale of Membership Interest. Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase from Sellers, ONE HUNDRED PERCENT (100%) of the Seller’s Membership Interests in and to each Company, free and clear of all Liens, for the consideration specified in Section 2.1 below.
Purchase and Sale of Membership Interest. Subject to the terms and ---------------------------------------- conditions of this Agreement, Seller agrees to sell the Membership Interest to Purchaser and Purchaser agrees to purchase the Membership Interest from Seller.
Purchase and Sale of Membership Interest. On or prior to the Closing Date (as hereinafter defined) Xxxxxxxxx shall create Xxxxxxxxx Hospital Medical Center LLC, a wholly owned limited liability company (the "Company") pursuant to the LLC Act. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Xxxxxxxxx shall contribute, convey, assign, transfer and deliver to the Company all of Xxxxxxxxx'x right, title and interest in and to the Facilities Assets (as defined below), except for the Excluded Assets (as hereinafter defined), free and clear of all liens, charges, claims, pledges, security interests and encumbrances of any nature whatsoever (collectively, "Liens"), except for Permitted Encumbrances (as hereinafter defined). Immediately following the contribution, conveyance, assignment, transfer and delivery of the Facilities Assets in accordance with the preceding sentence, Desert Springs shall purchase from Xxxxxxxxx, and Xxxxxxxxx shall sell and transfer to Desert Springs, a 26.115% membership interest in the Company, and in exchange therefore, Desert Springs shall pay and deliver to Xxxxxxxxx, by wire transfer of immediately available funds to an account or accounts designated by Xxxxxxxxx, the sum of $23,078,619 (the "Desert Springs Payment"). Following the contribution, conveyance, assignment, transfer and delivery of the Facilities Assets and the payment and delivery of the Desert Springs Payment as provided in this Section 1.1, Xxxxxxxxx shall own a 73.885% membership interest in the Company and Desert Springs shall own a 26.115% membership interest in the Company. The "Facilities Assets" shall mean and include all those personal, tangible and intangible properties, and the real properties and improvements of Xxxxxxxxx used in connection with the operation of the UHS Facilities as set forth below, other than the Excluded Assets, including, without limitation,(i) the going concern value of the UHS Facilities, if any, and (ii) the following:
