Common use of Purchase and Sale of Membership Interests Clause in Contracts

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 (Boyd Gaming Corp), Membership Interest Purchase Agreement (Penn National Gaming Inc)

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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 Purchaser shall sell purchase from Seller, and Seller shall sell, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, Interests free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws)any Encumbrances.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Ak Steel Holding Corp), Membership Interest Purchase Agreement (Steel Dynamics Inc)

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 On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Sellers shall sell to Purchaserthe Purchaser will purchase from the Sellers, and Purchaser shall purchase the Sellers will sell and accept from Sellersassign to the Purchaser, the Membership Interests, free and clear of all from any Liens (other than transfer restrictions arising under applicable securities Laws or Gaming Laws) (the “Acquisition”)., for the aggregate consideration specified in this ARTICLE I.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Medassets 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 At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser Buyers shall purchase and accept acquire from Sellers, and Sellers shall assign, transfer and convey to Buyers, 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: Purchase and Sale Agreement (SemGroup Corp)

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 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

Samples: Equity Purchase Agreement (RMR Group Inc.)

Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Sellers shall sell to the Purchaser, and the Purchaser shall purchase and accept from the Sellers, 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: Escrow Agreement (Virtual Radiologic CORP)

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Purchase and Sale of Membership Interests. Upon On the terms and subject to the conditions set forth in of this Agreement, at as of the Closing, Sellers shall sell to Purchaser, and the Purchaser shall purchase from the Seller, and accept from Sellersthe Seller shall sell and assign to the Purchaser, the Membership Interests, free and clear of all from any Liens, other than Permitted Liens (and other than transfer restrictions arising under applicable securities Laws or Gaming Laws) (the “Acquisition”)., for the aggregate consideration specified in this ARTICLE I.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Mdu Resources Group 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)

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: Agreement of Purchase and Sale (Piper Jaffray Companies)

Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, (a) Sellers shall sell sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase purchase, acquire and accept from Sellers, all of Sellers' right, title and interest in and to the Membership InterestsInterests and (b) Sellers hereby consent, free and clear effective as of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws)the Closing, to the admission of Purchaser as a member of the Company.

Appears in 1 contract

Samples: Equity Purchase Agreement (Dames & Moore Inc /De/)

Purchase and Sale of Membership Interests. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall Seller agrees to sell and transfer to PurchaserAcquiror, and Purchaser shall Acquiror agrees to 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)Encumbrances.

Appears in 1 contract

Samples: 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 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.)

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