Purchase and Sale of Membership Interest. Seller hereby agrees to grant, bargain, sell, assign, transfer, and convey to Purchaser herewith all of Seller’s Membership Interest in and to the Company for the price and upon the terms set forth hereinafter. Purchaser agrees to purchase, acquire and receive the Membership Interest from Seller herewith for the price and upon the terms set forth hereinafter.
Purchase and Sale of Membership Interest. On the terms and subject to the conditions of this Agreement, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, the Interest in the Company for the price and on the terms set forth in this Agreement. The transfer (the "Transfer") of the Interest in the Company shall be completed by Seller's execution of an Assignment of Membership Agreement (the "Assignment Agreement"), the form of which is attached hereto as Exhibit A. The Transfer shall be effective upon the Closing Date (as that term is defined in Section 3 below).
Purchase and Sale of Membership Interest. Pursuant to the terms and conditions of this Agreement, the Sellers agree to sell to the Buyer and the Buyer agrees to purchase from the Sellers, 100% of the membership interests of the Company (the “Membership Interests”) for an aggregate purchase price of Seventeen Million Twenty-Four Thousand Five Hundred Dollars ($17,024,500) (the “Purchase Price”). At the Closing, Buyer shall pay the Purchase Price as follows:
(a) Buyer shall pay $8,000,000 of the Purchase Price by wire transfer of immediately available funds to an account specified in writing by the Sellers;
(b) Buyer shall issue to the Sellers a secured promissory note in the form attached hereto as Exhibit A (the “Note”) in the original principal amount of $4,024,500; and
(c) Buyer shall assume all of the Sellers’ and the Company’s obligations under that certain Promissory Note in the principal amount of $5,000,000 having Loan Number 28407, dated July 23, 2013, in favor of Granite Falls Bank (the “GF Note”) as of the Effective Date. Buyer shall execute and deliver an Assumption Agreement, in the form attached hereto as Exhibit B (the “Assumption”), evidencing such assumption and the consent of Granite Falls Bank to such assumption.
Purchase and Sale of Membership Interest. Subject to all of the terms and conditions of this Agreement, Cakewalk agrees to sell, transfer and deliver to Dylan the Membership Interest and Dylan agrees to purchase, acquire and accept from Cakewalk, the Membership Interest at the Closing (as hereinafter defined), free and clear of all liens, pledges and encumbrances.
Purchase and Sale of Membership Interest. Subject to the terms and conditions set forth in this Agreement, at the Closing the Sellers shall sell to the Purchaser and the Purchaser shall purchase from the Sellers, in the aggregate, a 83.4552 percent membership interest in NP (the “Purchased Interest”) for a Purchase Price in an amount equal to $10,901,336 less the Adjustment Amount. The Purchased Interest and the Purchase Price shall be allocated between the Sellers in proportion to their respective membership interests in NP.
Purchase and Sale of Membership Interest. (a) Buyer shall purchase from Seller, and Seller shall sell to Buyer, 100% of Seller’s total Interest in the Company (the “Transferred Membership Interest”) for the aggregate purchase price of $ (the “Purchase Price”).
(b) The Purchase Price shall be payable by Buyer to Seller, and the Transferred Membership Interest shall be transferred by Seller to Buyer, at 10:00 a.m. Central time on February 20, 2004 (the “Closing”).
(c) The Purchase Price shall be payable by Buyer to Seller at the Closing by wire transfer in immediately available funds to Seller’s account as follows: Bank Name and Address: Account Holder: Account Number: Routing Number:
(d) Seller agrees and acknowledges that no certificate or certificates are necessary to evidence the Transferred Membership Interest that is being transferred by Seller to Buyer hereunder; such transfer shall be deemed effective automatically, without further notice or instruction from Seller, at the Closing.
Purchase and Sale of Membership Interest. (a) KCS shall prepare and deliver to NS at least ten (10) Business Days prior to the Closing Date a certificate duly executed by the chief financial officer of KCS certifying as of such date the Capital Contribution Amount (each such certificate, an “Officer’s Certificate”). Subject to the terms and conditions of this Agreement, at the Closing, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, up to a 30% membership interest in the Company (as adjusted pursuant to Section 2.1(b), the “NS Interest”) in exchange for cash consideration, in each case, as determined in accordance with Schedule 2.1(a).
(b) Within ten (10) Business Days prior to each six-month anniversary of the Closing Date (each, an “Anniversary Date”) until the NS Interest represents a 30% membership interest in the Company, KCS shall prepare and deliver to NS an Officer’s Certificate. Subject to the terms and conditions of this Agreement, on each Anniversary Date, KCS and NS shall cause the Company to issue and sell to AGS, and NS shall cause AGS to purchase from the Company, in exchange for cash consideration determined in accordance with Schedule 2.1(a), an additional membership interest in the Company such that, upon the issuance thereof, AGS and KCS will hold the respective percentage membership interests in the Company, in each case, determined in accordance with Schedule 2.1(a).
Purchase and Sale of Membership Interest. Subject to the terms and conditions of this Agreement, at the Closing (as defined herein), Purchaser will purchase from Seller, free and clear of all liens, security interests, claims, charges, options, demands and encumbrances of any nature (collectively, “Encumbrances”), all right, title and interest in and to the Membership Interest.
Purchase and Sale of Membership Interest. Subject to the terms and ---------------------------------------- conditions of this Agreement, Seller agrees to sell the Membership Interest to Purchaser and Purchaser agrees to purchase the Membership Interest from Seller.
Purchase and Sale of Membership Interest. On or prior to the Closing Date (as hereinafter defined) Summxxxxx xxxll create Summxxxxx Xxxpital Medical Center LLC, a wholly owned limited liability company (the "Company") pursuant to the LLC Act. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Summxxxxx xxxll contribute, convey, assign, transfer and deliver to the Company all of Summxxxxx'x xxxht, title and interest in and to the Facilities Assets (as defined below), except for the Excluded Assets (as hereinafter defined), free and clear of all liens, charges, claims, pledges, security interests and encumbrances of any nature whatsoever (collectively, "Liens"), except for Permitted Encumbrances (as hereinafter defined). Immediately following the contribution, conveyance, assignment, transfer and delivery of the Facilities Assets in accordance with the preceding sentence, Desert Springs shall purchase from Summxxxxx, xxd Summxxxxx xxxll sell and transfer to Desert Springs, a 26.115% membership interest in the Company, and in exchange therefore, Desert Springs shall pay and deliver to Summxxxxx, xx wire transfer of immediately available funds to an account or accounts designated by Summxxxxx, xxe sum of $23,078,619 (the "Desert Springs Payment"). Following the contribution, conveyance, assignment, transfer and delivery of the Facilities Assets and the payment and delivery of the Desert Springs Payment as provided in this Section 1.1, Summxxxxx xxxll own a 73.885% membership interest in the Company and Desert Springs shall own a 26.115% membership interest in the Company. The "Facilities Assets" shall mean and include all those personal, tangible and intangible properties, and the real properties and improvements of Summxxxxx xxxd in connection with the operation of the UHS Facilities as set forth below, other than the Excluded Assets, including, without limitation,(i) the going concern value of the UHS Facilities, if any, and (ii) the following:
