Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller will sell, assign, transfer, convey and deliver to Buyer, and Buyer will purchase and receive from Seller, all of the Membership Interests, free and clear of all Liens (other than restrictions on transfer arising under applicable federal and state securities Laws).
Purchase and Sale of Membership Interests. On the terms and conditions hereinafter set forth, Seller hereby agrees to sell, assign and convey unto Purchaser and Purchaser hereby agrees to purchase and accept from Seller, all of Seller’s right, title and interest in and to the Membership Interests.
Purchase and Sale of Membership Interests. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Sellers, and Sellers agree to sell to Buyer, all of the membership interests in the Company, free and clear of all Liens (the “Membership Interests”), for the consideration specified in Section 2.2.
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Membership Interests, free and clear of all Liens other than Permitted Liens.
Purchase and Sale of Membership Interests. At the Closing and effective as of the Closing Date, (a) Seller will sell, transfer and assign, free and clear of all Liens or Claims whatsoever, all of the Membership Interests to Buyer or its designee or nominee, and (b) Buyer will purchase the Membership Interests from Seller and deliver to Seller the Purchase Price (as defined in Section 1.2).
Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, each Member shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned by such Member.
Purchase and Sale of Membership Interests. Section 1.1
Purchase and Sale of Membership Interests. 11 2.1 Purchase and Sale 11 2.2 Reserved 11 2.3 Initial Purchase Price Adjustments 11 2.4 Defect Escrow 14 2.5 Closing 14 2.6 Allocation of Final Purchase Price 16 2.7 Effective Date 17 ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER 17 3.1 Organization 17 3.2 Capitalization of the Company 17 3.3 Subsidiaries 18 3.4 Due Authorization 18 3.5 No Violation or Conflict 18 3.6 Contracts 18 3.7 Compliance with Law 19 3.8 Litigation 20 3.9 Taxes 20 3.10 Environmental Matters 20 3.11 Fees and Commissions 21 3.12 Absence of Undisclosed Liabilities; Absence of Changes 21 3.13 Financial Statements 21 3.14 Employees and Employee Benefit Plans 22 3.15 Seller’s Security 22 3.16 Insurance 22 3.17 Oil and Gas Contracts 22 3.18 Oil and Gas Properties 24 3.19 Affiliate Transactions 26 3.20 Preferential Rights 26 3.21 Consents 26 3.22 Schedules 26 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 26 4.1 Organization 26 4.2 Due Authorization 26 4.3 No Violation or Conflict 27 4.4 No Reliance 27 4.5 Legal Proceedings 27 4.6 Investment Intent 27 4.7 Fees and Commissions 28 4.8 Financing 28 4.9 No Knowledge of Breach 28 Page ARTICLE V COVENANTS 28 5.1 Conduct of Business 28 5.2 Access to Information 30 5.3 Further Assurances; Consents; Waiver of Notices 30 5.4 Filings 30 5.5 Publicity 31 5.6 Amendment of Schedules 31 5.7 Accounting Matters 31 5.8 Computer Data 31 5.9 Covenant to Satisfy Conditions 32 5.10 Intercompany Indebtedness 32 5.11 Transition Services Agreement 32 ARTICLE VI CONDITIONS PRECEDENT TO CONSUMMATION OF THE CLOSING; CLOSING 32
Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement and in consideration of the Purchase Price, Seller shall sell, assign, convey, deliver and transfer at the Closing to Buyer, and Buyer shall purchase, acquire and accept at the Closing from Seller, all of the right, title and interest of Seller in and to the Membership Interests, so that upon Closing, Buyer shall own, directly, all of the Membership Interests free and clear of all Encumbrances.
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Holdco shall sell to Buyer, and Buyer shall purchase from Holdco, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
