Common Contracts
4 similar Membership Interest Purchase Agreement contracts by Nobilis Health Corp.
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER – HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF ELITE CENTER FOR MINIMALLY INVASIVE SURGERY LLC November 15, 2017Membership Interest Purchase Agreement • November 21st, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
This Membership Interest Purchase Agreement (this “Agreement”) is made and entered into as of November 15, 2017 (the “Signing Date”), by and among Northstar Healthcare Surgery Center – Houston, LLC, a Texas limited liability company (“Buyer”), Nobilis Health Corp., a British Columbia corporation (“Parent”), solely for purposes of Section 11.16, those Persons identified as “Sellers” on Exhibit A (each individually, a “Seller” and collectively, the “Sellers”), and the Physicians’ Representatives. Buyer, Parent, the Sellers, and the Physicians’ Representatives are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Cross-references indicating the location of definitions of capitalized terms are found in the Glossary of Terms above.
ContractMembership Interest Purchase Agreement • November 21st, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
Defined Term Section Affiliate 11.15(b)(i) Agreement Introduction Allocation 11.14(h) Amended and Restated Company Agreement 2.2(a)(ii) Balance Sheet Date 4.15(a) Broker 2.2(b)(i)(C) Business Day 11.15(a) Buyer Introduction Claim 10.3(a) Claim Notice 10.3(a) Closing 2.1 Closing Date 2.1 Closing Date Company Debt 2.2(a)(x) Closing Date Working Capital 1.3(a) Code 4.10
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER – HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF HOUSTON METRO ORTHO AND SPINE SURGERY CENTER LLC November 15, 2017Membership Interest Purchase Agreement • November 21st, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
Defined Term Section Affiliate 11.15(b)(i) Agreement Introduction Allocation 11.14(h) Amended and Restated Company Agreement 2.2(a)(ii) Balance Sheet Date 4.15(a) Broker 2.2(b)(i)(D) Business Day 11.15(a) Buyer Introduction Claim 10.3(a) Claim Notice 10.3(a) Closing 2.1 Closing Date 2.1 Closing Date Company Debt 2.2(a)(x) Closing Date Working Capital 1.3(a) Code 4.10 Collateral Sources 10.5(f) Commenced Proceedings 10.4(f) Common Stock 6.4(g)(i) Common Stock Share Price 6.4(g)(ii) Company Recitals Company Agreement 4.2(d) Competing Business 6.1(a) Contracts 4.5(a) Counter Notice 10.3(b) CPOM 10.3(b) Cross Receipt 2.2(a)(iii) Determining Party 10.3(a) Disputed Items 1.3(c) EHM Recitals EHM MIPA Recitals Elite 1.2(b) Elite Note 2.2(b)(i)(C) Employee Benefit Plan 4.12 Enforcement Costs 10.5(c) Environmental Laws 4.13(f)(i)
MEMBERSHIP INTEREST PURCHASE AGREEMENT BETWEEN NORTHSTAR HEALTHCARE SURGERY CENTER – HOUSTON, LLC, NOBILIS HEALTH CORP., AND THE MEMBERS OF ELITE SINUS SPINE AND ORTHO LLC November 15, 2017Membership Interest Purchase Agreement • November 21st, 2017 • Nobilis Health Corp. • Services-general medical & surgical hospitals, nec • Texas
Defined Term Section Affiliate 11.15(b)(i) Agreement Introduction Allocation 11.14(h) Amended and Restated Company Agreement 2.2(a)(ii) Balance Sheet Date 4.15(a) Broker 2.2(b)(i)(C) Business Day 11.15(a) Buyer Introduction Claim 10.3(a) Claim Notice 10.3(a) Closing 2.1 Closing Date 2.1 Closing Date Company Debt 2.2(a)(x) Closing Date Working Capital 1.3(a) Code 4.10 Collateral Sources 10.5(f) Commenced Proceedings 10.4(f) Common Stock 6.4(g)(i) Common Stock Share Price 6.4(g)(ii) Company Recitals Company Agreement 4.2(d) Competing Business 6.1(a) Contracts 4.5(a) Counter Notice 10.3(b) CPOM 10.3(b) Cross Receipt 2.2(a)(iii) Determining Party 10.3(a) Disputed Items 1.3(c) EHM Recitals EHM MIPA Recitals Elite 1.2(b) Employee Benefit Plan 4.12 Enforcement Costs 10.5(c) Environmental Laws 4.13(f)(i) ERISA 4.12 Escrow Agent 1.2(c)(i) Escrow Agreement 1.2(c)(i) Escrow Amount 1.2(c)(i)
