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

Purchase and Sale of Membership Interests. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein) the Members shall sell, transfer, convey, assign, and deliver to the Purchaser, and the Purchaser shall purchase, acquire, and accept from the Members, all of the Member's right, title, and interest in and to the membership interest (also referred to as "ownership units") of the Company (and any evidence of such ownership such as certificates), the purpose being to vest in the Purchaser title to all of the ownership units, right and interest in the Company; the Purchaser thereby becoming the sole member and owner of the Company, and as such indirectly acquiring all of the assets owned and controlled by the Company, inclusive of any and all intellectual property, trade names, patents, copyrights, proprietary information, trade secrets, rolling stock, equipment, inventory, goods, materials of every kind as are used, employed and stored for the purpose of operating the Company's Business.