Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of the Seller’s right, title and interest in the Target Membership Interests, free and clear of all liens, pledges, encumbrances, charges and claims thereon, for the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrances.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Ambassadors International Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell sell, transfer, convey and deliver to the Buyer, free of all Security Interests, all of the Seller’s rightAssets at the Closing, title and interest solely in the Target Membership Interests, free and clear of all liens, pledges, encumbrances, charges and claims thereon, exchange for the consideration specified below. Upon consummation Buyer's assumption of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrancesAssumed Liabilities.
Appears in 1 contract
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, free and clear of any Encumbrances, all of the Seller’s right, title and interest in and to the Target Membership Interests, free and clear of all liens, pledges, encumbrances, charges and claims thereon, for the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrances.
Appears in 1 contract
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell sell, transfer, convey, assign and deliver to the Buyer, free of all Security Interests, all of the Seller’s right, title and interest in Assets at the Target Membership Interests, free and clear of all liens, pledges, encumbrances, charges and claims thereonClosing, for the consideration specified below. Upon consummation (including the assumption of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrancesAssumed Liabilities) specified below in this Article 2. 2.2.
Appears in 1 contract
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell and deliver to the Buyer, all the Shares for the consideration specified below in this Section 2, free and clear of the all security interests, claims and restrictions. Seller shall also assign to Buyer all of Seller’s 's right, title and interest in and to the Target Membership InterestsRelated Agreements, free and clear of all liens, pledges, encumbrances, charges and claims thereon, for by the consideration specified below. Upon consummation of Assignments in the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrancesform attached hereto as Exhibit 2(a).
Appears in 1 contract
Samples: Stock Purchase Agreement (Integrated Security Systems Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of the Seller’s right, title and interest in the Target Membership InterestsShares, free and clear of all liens, pledges, encumbrancesEncumbrances, charges and claims thereon, for the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership InterestsShares, free and clear of any and all liens liens, pledges, Encumbrances, charges and encumbrancesclaims.
Appears in 1 contract
Samples: Stock Purchase Agreement (Ambassadors International Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from Seller for the SellerPurchase Price (as defined below), and the Seller agrees to sell sell, convey, transfer, assign and deliver to the Buyer, all of the Seller’s outstanding Target Units of every class, kind or description of each of the Targets, and all of the right, title and interest in and to the Target Membership InterestsAcquired Assets. Notwithstanding the foregoing, free Seller shall retain and clear of all liensnot transfer to Buyer the following assets and properties, pledges, encumbrances, charges and claims thereon, for whether used in the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrances.Business or not:
Appears in 1 contract
Samples: Limited Liability Company Purchase Agreement (Aei Environmental Inc)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the each Seller, and the each Seller agrees to sell to the Buyer, all of the each Seller’s right, title and interest in the Target Membership Interests, free and clear of all liens, pledges, encumbrancesEncumbrances, charges and claims thereon, for the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interestslimited liability company interests of Target, free and clear of any and all liens liens, pledges, Encumbrances, charges and encumbrancesclaims.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Primoris Services CORP)
Basic Transaction. On Upon the terms and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the BuyerBuyer free and clear of all Encumbrances, all of the Seller’s right, title and interest in and to all of the Target Membership Interests, free and clear of all liens, pledges, encumbrances, charges and claims thereon, Shares for the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership Interests, free and clear of any and all liens and encumbrancesin this Article II.
Appears in 1 contract
Samples: Stock Purchase Agreement (Global Power Equipment Group Inc.)
Basic Transaction. On and subject to the terms and conditions of this Agreement, the Buyer agrees to purchase from the Seller, and the Seller agrees to sell to the Buyer, all of the Seller’s right, title and interest in the Target Membership InterestsInterest, free and clear of all liens, pledges, encumbrancesEncumbrances, charges and claims thereon, for the consideration specified below. Upon consummation of the transaction, the Buyer will hold all of the issued and outstanding Target Membership InterestsInterest, free and clear of any and all liens liens, pledges, Encumbrances, charges and encumbrancesclaims.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Ambassadors International Inc)