Consideration for Membership Interests. (a) In consideration of the sale of the Membership Interests and the agreements of Seller herein, Buyer shall pay Seller a total purchase price of $11,200,000 in cash and other non-cash consideration described below (collectively, the “Purchase Price”) of which:

Consideration for Membership Interests. The consideration to be paid by Assignee for the Membership Interests shall be a limited partnership interest in the Assignee (the "Units") identified on Exhibit A of the Exchange Offer. The payment of consideration for the Membership Interests shall be payable at Closing, which payment is conditional upon the completion of the offering to the public of common shares ("Shares") of stock (the "IPO") by the general partner of the Assignee and the closing conditions set forth in Section F of this Agreement. In the event of the completion of the IPO as described above, the Assignee shall be obligated, subject to the closing conditions set forth in Section F of this Agreement, to acquire the Membership Interests. The Units represented by the Exchange Offer shall be the same in form, terms, conditions and registration rights as Units received by Willxxx X. Xxxxxx, Xxbexx X. Xxxxxx, Xxhn X. Xxxxxx xxx any member of their respective immediate families or any trusts for their or their families' benefit, except that the exchange rights permitting Assignor to convert the Units into Shares shall be available to Assignor at any time after the Closing pursuant to Section 7.4(a) of the Partnership Agreement, which is referred to in the Exchange Offer.

Consideration for Membership Interests. 4 2.3 CLOSING.............................................................7

Consideration for Membership Interests. As full and complete consideration for the sale, transfer, assignment, conveyance and delivery of the Membership Interests by Seller to Buyer, and for all representations, warranties, covenants and obligations of Seller in this Agreement, Buyer shall pay to Seller cash in an amount equal to Twenty Million Dollars ($20,000,000), less the sum of (i) the Accrued Vacation Amount, if any and (ii) the Thai Spa Proceeds (collectively, the “Purchase Price”). Not later than four (4) business days prior to the Closing, Seller shall notify Buyer in writing of the Accrued Vacation Amount.

Consideration for Membership Interests. In consideration of the sale of the Membership Interests and the agreements of the Seller herein, at Closing Buyer shall:

Consideration for Membership Interests. On the terms and subject to the conditions of this Agreement, as consideration for the sale, transfer, assignment and delivery of the Membership Interests to the Purchaser, at the Closing, the Purchaser shall (a) issue certificates representing 1,000,000 shares (the “Stock Consideration”) of the Purchaser’s common stock, $0.00001 par value per share (the “Common Stock”) in the name of “The Xxxxx X. Xxxxxxx Trust, dated June 20, 2005” (the “Member Trust”) and (b) make a cash payment to the Member of $100,000 (the “Initial Cash Payment”, and together with the Stock Consideration, the “Closing Consideration”) . For purposes of this Agreement, the Stock Consideration shall be valued at a price of $1.00 per share of Common Stock. The Member hereby authorizes that the Stock Consideration be payable to the Member Trust rather than to the Member.

Consideration for Membership Interests. The aggregate purchase price for the Membership Interests shall be $25,927,597.09, as such amount is adjusted pursuant to Section 2.04 (the “Base Purchase Price”), plus an amount of up to $4,072,402.91 based on the achievement of certain milestones (the “Milestone Consideration” and together with the Base Purchase Price, collectively, the “Purchase Price”).

Consideration for Membership Interests

Consideration for Membership Interests Sample Clauses

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