AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS Sample Clauses

AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS. This Agreement is made and entered into as of [●], by and between ORPD LLC, a Delaware limited liability company (“Purchaser”) and Ormat Nevada Inc., a Delaware corporation (“Seller”), for the sale by the Seller to the Purchaser of all of the Membership Interests (as defined below) of ORNI 37 LLC, a Delaware limited liability company (the “Company”). In consideration of the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:
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AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS. This Agreement is made and entered into as of November 22, 2016 by and between Northleaf Geothermal Holdings LLC, a Delaware limited liability company ("Purchaser"), and Ormat Nevada Inc., a Delaware corporation ("Seller"), for the sale by the Seller to the Purchaser of 36.75% of the Membership Interests (as defined below) of ORNI 37 LLC, a Delaware limited liability company (the "Company"). In consideration of the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:
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AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS. This Agreement for Purchase of Membership Interests (this “Agreement”) is made and entered into as of May 21, 2021 (the “Effective Date”) by and between Deer Holdings, LLC, a Delaware limited liability company (“Purchaser”), and TG Geothermal Portfolio, LLC, a Delaware limited liability company (“Seller”).
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AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS. This Agreement is made and entered into as of June 7, 2007 by and among Xxxxxx Xxxxxxx Geothermal LLC, a Delaware limited liability company (“Xxxxxx Xxxxxxx Purchaser Entity”) and Xxxxxx-OPC LLC, a Delaware limited liability company (“Xxxxxx Brothers Purchaser Entity”, and together with Xxxxxx Xxxxxxx Purchaser Entity, the “Purchasers”) and Ormat Nevada, Inc., a Delaware corporation (“Seller”), for the sale by the Seller to the Purchasers of all of the Class B Membership Interests (as defined below) of OPC LLC, a Delaware limited liability company (the “Company”). In consideration of the respective representations, warranties, covenants, agreements, and conditions hereinafter set forth, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties hereto hereby agree as follows:
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Related to AGREEMENT FOR PURCHASE OF MEMBERSHIP INTERESTS

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, the Membership Interests free and clear of any Encumbrances.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred.

  • Purchase of Units On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Underwriters, severally and not jointly, an aggregate of 20,000,000 units of the Company (the “Firm Units”) at a purchase price (net of discounts and commissions) of $9.80

  • Acknowledgment Regarding Investor’s Purchase of Shares The Company acknowledges and agrees that the Investor is acting solely in the capacity of an arm’s length purchaser with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Investor is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Investor or any of its respective representatives or agents in connection with the Registered Offering Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Investor’s purchase of the Securities, and is not being relied on by the Company. The Company further represents to the Investor that the Company’s decision to enter into the Registered Offering Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Purchase of Company Shares Acquisition Sub shall have accepted for payment and paid for all of the Company Shares validly tendered and not withdrawn pursuant to the Offer.

  • Purchase of the Units (a) The Company agrees to issue and sell the Underwritten Units to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per Unit of $9.80 (the “Purchase Price”) from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name in Schedule 1 hereto.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Repurchase of Units (a) Except as otherwise provided in this Agreement, no Partner or other Person holding Units will have the right to withdraw or tender for repurchase any of its Units. The Directors may, from time to time, in their complete and exclusive discretion and on terms and conditions as they may determine, cause the Partnership to repurchase Units in accordance with written tenders. The Partnership will not offer, however, to repurchase Units on more than four occasions during any one Fiscal Year, unless the Partnership has been advised by its legal counsel that more frequent offers would not cause any adverse tax consequences to the Partnership or the Partners. In determining whether to cause the Partnership to repurchase Units, pursuant to written tenders, the Directors will consider the following factors, among others:

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