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).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Penn National Gaming Inc), Membership Interest Purchase Agreement (Boyd Gaming Corp)
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall sell Seller will sell, assign, transfer, convey and deliver to PurchaserBuyer, and Purchaser shall Buyer will purchase and accept receive from SellersSeller, all of the Membership Interests, free and clear of all Liens (other than restrictions on transfer arising under applicable federal and state securities Laws or Gaming Laws).
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (MSG Entertainment Spinco, Inc.), Membership Interest Purchase Agreement (Madison Square Garden Co)
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell to PurchaserBuyer, and Purchaser Buyer shall purchase and accept from SellersSeller, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Boyd Gaming Corp)
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell sell, convey, transfer, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and accept from the Sellers, all of the Sellers’ right, title and interest in and to the Membership Interests, free and clear of all Liens Encumbrances (other than restrictions arising under applicable securities Laws or Gaming Lawslaws).
Appears in 1 contract
Purchase and Sale of Membership Interests. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers the Seller shall sell sell, transfer, assign and deliver to Purchaser, and the Purchaser shall purchase and accept from Sellers, all of the Membership Interests, free and clear of all any Liens (other than restrictions arising under applicable securities Laws Liens created by the Purchaser or Gaming Laws)its Affiliates.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Piper Jaffray Companies)
Purchase and Sale of Membership Interests. Upon On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall sell each Seller will sell, transfer, assign and deliver to PurchaserBuyer, and Purchaser shall purchase Buyer will purchase, assume and accept from Sellerseach Seller, the all of such Seller’s Membership Interests, free and clear of all Liens (other than except for (a) Liens created by, or at the direction of, Buyer, and (b) Liens consisting of restrictions on transfer generally arising under applicable federal or state securities Laws or Gaming Lawslaw), in exchange for the consideration specified in Section 2.2.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Aveanna Healthcare Holdings, Inc.)
Purchase and Sale of Membership Interests. Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell sell, assign, transfer and convey to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from Sellers, the Membership Interests, free and clear of all any Liens (other than transfer restrictions arising under applicable imposed on equity securities Laws or Gaming by securities Laws).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Energysouth Inc)
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 Seller will sell, assign, transfer and convey to PurchaserBuyer, and Purchaser shall Buyer will purchase and accept acquire from Sellers, the Membership InterestsSeller, free and clear of all any Liens (other than except for transfer restrictions arising under applicable securities Laws or Gaming Laws), the Membership Interests in exchange for the payment of the Purchase Price, to Seller in accordance with this Agreement.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Climb Global Solutions, Inc.)
Purchase and Sale of Membership Interests. Upon the terms In accordance with, and subject to to, the conditions set forth in provisions of this Agreement, at the ClosingClosing Buyer shall purchase from Seller, Sellers and Seller shall sell to Purchaser, and Purchaser shall purchase and accept from SellersBuyer, the Membership Interests, free and clear of all Liens Encumbrances (other than restrictions arising Encumbrances under applicable federal and state securities Laws or Gaming Lawslaws).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Adtalem Global Education Inc.)
Purchase and Sale of Membership Interests. Upon Subject to the terms and subject to the conditions set forth in this AgreementAgreement and in consideration of the Purchase Price, Seller shall sell, assign, convey, deliver and transfer at the Closing, Sellers shall sell Closing to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and accept at the Closing from SellersSeller, all of the right, title and interest of Seller in and to the Membership Interests, so that upon Closing, Buyer shall own, directly, all of the Membership Interests free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws)Encumbrances.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Fuelcell Energy Inc)
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Sellers Seller shall sell sell, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall acquire and purchase and accept from SellersSeller, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (K-Sea Transportation Partners Lp)
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers Seller shall sell sell, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership InterestsBuyer, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws)and Buyer shall purchase from Seller, all of the outstanding Membership Interests held by Seller, which constitute 100% of the equity interests in the Company. The purchase and sale of the Membership Interests shall be effective as of the Effective Time.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Wesco International Inc)
Purchase and Sale of Membership Interests. Upon In accordance with the terms and subject to the conditions set forth in provisions of this Agreement, at the Closing, the Sellers shall will sell and transfer to the Purchaser, and the Purchaser shall will purchase and accept acquire from the Sellers, all of the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Ritchie Bros Auctioneers Inc)
Purchase and Sale of Membership Interests. Upon At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the ClosingSeller shall sell, Sellers shall sell assign, transfer and convey to PurchaserBuyer, and Purchaser Buyer shall purchase and accept acquire from SellersSeller, the Membership Interests, free and clear of all any Liens (other than transfer restrictions arising under applicable imposed on equity securities Laws or Gaming by securities Laws).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Plains All American Pipeline Lp)