Conveyance of Membership Interests Sample Clauses

Conveyance of Membership Interests. In consideration of the Purchaser’s delivery to or upon the order of the Seller of the fair market value of the Membership Interests as of the Closing Date, the Seller does hereby irrevocably sell, transfer, assign, set over and otherwise convey to the Purchaser, WITHOUT RECOURSE OR WARRANTY, except as specifically set forth herein, all right, title and interest of the Seller in and to the membership interests in each Land Lease Entity (collectively, the “Membership Interests”). Such sale, transfer, assignment, setting over and conveyance is hereby expressly stated to be a sale and, shall be treated as an absolute transfer and true sale of all of the Seller’s right, title and interest in and to (as in a true sale), and not as a pledge or secured transaction relating to, or other financing of, the Membership Interests. To the extent that the cash purchase price paid to the Seller for the Membership Interests is less than the fair market value of the Membership Interests as of the Closing Date, the difference will be deemed to be a capital contribution made by the Seller to the Purchaser. If the transfer of the Membership Interests is held by any court of competent jurisdiction not to be a true sale or contribution, then such transfer shall be treated as the creation of a security interest in the Membership Interests and, without prejudice to its position that it has absolutely transferred all of its right, title and interest in and to the Membership Interests to the Purchaser, the Seller hereby Grants to the Purchaser a first priority security interest in the Membership Interests to secure a payment obligation incurred by the Seller in respect of the amount paid by the Purchaser to the Seller pursuant to this Agreement (the “Back-Up Security Interest”). A UCC-1 financing statement will be filed in order to perfect the Back-Up Security Interest. Such transfer of the Membership Interests includes the right to use the Seller’s computer software system to access and create copies of all books and records related to the Membership Interests.
Sample 1Sample 2
AutoNDA by SimpleDocs
Conveyance of Membership Interests. At Closing, Pantry shall convey to RI free and unencumbered Membership Interests by execution and delivery of certificates of transfer in the form attached hereto as Exhibit “E” (“Membership Transfer Documents”) for the Membership Interests.
Sample 1
Conveyance of Membership Interests. 6 Section 2.01. Conveyance of Membership Interests 6 Section 2.02. Further Assurances 6
Sample 1

Related to Conveyance of Membership Interests

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

  • 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.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Purchase and Sale of Membership Interests Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).

  • 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.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Transfers of Membership Interests (a) A Member may not transfer, assign, sell, pledge, hypothecate or otherwise dispose of any of the attributes of his, her or its Membership Interest (collectively, a “Transfer”), in whole or in part, to any Person without the prior written consent of the Board of Managers, which consent the Board of Managers may withhold in its sole discretion, and any attempted Transfer of a Membership Interest shall be null and void ab initio unless effected in accordance with this Article XI.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!