Membership Interest Purchase. Defined in Section 1.1(f).
Membership Interest Purchase. (a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, BEKP shall purchase from Ergon and Ergon shall sell, assign convey, and transfer to BKEP, all of the Membership Interests, free and clear of any liens, restrictions on transfer (other than restrictions arising under the law), options, rights, calls commitments, proxies or other contract rights.
Membership Interest Purchase. Subject to the terms and conditions of this Agreement, at the Closing, the Sellers shall sell and Buyer shall purchase and acquire good and valid title to all the Sellers’ Membership Interest free and clear of all Encumbrances (including Permitted Encumbrances) and Restrictions.
Membership Interest Purchase. On the terms and subject to the conditions of this Agreement, for the consideration specified in Section 1.2, at the Closing, the Buyer agrees to purchase from the Members, and the Members agree to sell, transfer, assign and deliver to the Buyer, the Membership Interests, free and clear of all Encumbrances (other than restrictions imposed by federal and state securities Laws), which Membership Interests collectively constitute all of the membership interests and other equity securities of the Company.
Membership Interest Purchase. Subject to the provisions of Section 1.2 below, on the Closing Date (as hereinafter defined), Buyer agrees to acquire, and Sellers agree to convey, transfer and deliver to Buyer, one hundred percent (100%) of Sellers’ membership interests, rights, title, and interest in and to Diamond Creek Group, LLC, a North Carolina limited liability company (such company the “Company,” and such membership interests the “Interests”), which operates an alkaline water business (the “Business”) and possesses certain assets used directly in connection with or otherwise associated with the Business (the “Business Assets”).The Business Assets as of Closing shall include all tangible and intangible property related to the Business, including equipment, inventory, customer lists, records, goodwill and other intangible assets, bank accounts (including its bank account), furniture, computers, office supplies and related goodwill, policy manuals, price lists, and customer lists.
Membership Interest Purchase. Subject to the terms and conditions contained herein, at the Initial Closing, Investor agrees to purchase from Holdings, and Holdings hereby agrees to issue and sell to Investor, an eighty five percent (85%) Membership Interest in Holdings, the consideration for which shall be the total amount of the Initial Capital Contribution, subject to adjustment in accordance with Section 7.2(b) of the Holdings LLC Agreement.
Membership Interest Purchase. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Buyers shall purchase from Sellers all of the Companies Membership Interests as follows:
Membership Interest Purchase. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 2.1 below), each Seller shall sell, transfer, convey, assign and deliver to NetSol, and NetSol shall purchase, acquire and accept from each such Seller, all right, title and interest of such Seller, legal and equitable, beneficially and of record, in and to the Ciena Membership Interest set forth opposite such Seller’s name in Schedule 3.1 under the caption “Percentage Interest owned by Seller”. An Assignment of Membership Interests in the form attached hereto as Exhibit “A” shall be delivered at the Closing to NetSol, free and clear of all liens, claims, security interests and encumbrances of any nature whatsoever.
Membership Interest Purchase
