Acquisition of Membership Interests. If “Acquisition of Membership Interests” is checked in Section 1.05, then Borrower has fully disclosed to Lender all the consideration given or received or to be given or received in connection with the acquisition of 100% of the Membership Interests. The Membership Interests were or will be purchased on or prior to the Effective Date from Membership Interests Seller set forth in Section 1.05. No Borrower Principal has or had, directly or indirectly (through a family member or otherwise), any interest in the Membership Interests Seller and the acquisition of the Membership Interests is an arm’s-length transaction. To the best of Xxxxxxxx’s knowledge after due inquiry and investigation, the purchase price of the Membership Interests represents the fair market value of the Membership Interests and Membership Interests Seller is not or will not be Insolvent subsequent to the sale of the Membership Interests.
Acquisition of Membership Interests. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, all of the right, title and interest of Seller in and to the Membership Interests at the Closing, on the terms and subject to the conditions set forth in this Agreement.
Acquisition of Membership Interests. If “Acquisition of Membership Interests” is checked in Section 1.05, then Borrower has fully disclosed to Funding Lender all the consideration given or received or to be given or received in connection with the acquisition of 100% of the Membership Interests. The Membership Interests were or will be purchased on or prior to the Effective Date from Membership Interests Seller set forth in Section 1.05. To the best of Xxxxxxxx’s knowledge after due inquiry and investigation, Membership Interests Seller is not or will not be Insolvent subsequent to the sale of the Membership Interests.
Acquisition of Membership Interests. Upon exchange of executed documentation by facsimile, pdf or other electronic means, and/or by overnight delivery services, as the Parties have agreed, and the payment of the Purchase Price by the Buyer, Seller will automatically sell, assign, transfer and deliver to Buyer, and Buyer will automatically purchase and accept, the Membership Interests, free and clear of any claim, suit, proceeding, call, commitment, voting trust, proxy, or Encumbrance, pursuant to the terms and conditions of this Agreement. Any Transfer Taxes with respect to such Assignment and conveyance and the transactions contemplated by this Agreement shall be shared equally between Buyer and Seller. Buyer shall prepare all necessary documentation and Tax Returns with respect to such Transfer Taxes, and Seller shall (i) cooperate in connection with the preparation of such documentation and Tax Returns and (ii) file any such Tax Returns, as may be reasonably requested by Xxxxx.
Acquisition of Membership Interests. (a) Southcross has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the membership interests of the Company being issued to Southcross in connection with the Southcross Contribution (the “SXE Company Interest”), and is capable of bearing the economic risk of such investment. Southcross is an “accredited investor” as that term is defined in Rule 501 of Regulation D (without regard to Rule 501(a)(4)) promulgated under the Securities Act. Southcross is acquiring the SXE Company Interest for investment for its own account and not with a view toward or for sale in connection with any distribution thereof, or with any present intention of distributing or selling the SXE Company Interest (except with respect to the proposed distribution of the SXE Company Interest immediately after the Closing to the owners of Southcross as of the date hereof). Southcross does not have any Contract with any Person to sell, transfer or grant participations to such Person or to any other Person with respect to the SXE Company Interest. Southcross acknowledges and understands that (i) its acquisition of the SXE Company Interest has not been registered under the Securities Act in reliance on an exemption therefrom and (ii) the SXE Company Interest will, upon such acquisition, be characterized as “restricted securities” under state and federal securities Laws. Southcross further acknowledges and understands that the SXE Company Interest may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption from the registration requirements of the Securities Act, and in compliance with other applicable state and federal securities Laws and the LLC Agreement.
Acquisition of Membership Interests. On the Closing Date (as defined in Section 3), and subject to and upon the fulfillment or waiver of the terms and conditions of this Agreement, Purchaser shall acquire from the Sellers all of the GPS Membership Interests.
Acquisition of Membership Interests. At the Closing (as hereinafter defined), Seller shall convey, transfer and assign to Purchaser, free and clear of all liens, security interests, pledges, claims and encumbrances of every kind, nature and description, and Purchaser shall accept from the Seller, all of the Membership Interest.
Acquisition of Membership Interests
