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

Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement and in consideration of the Purchase Price, Seller shall sell, assign, convey, deliver and transfer at the Closing to Buyer, and Buyer shall purchase, acquire and accept at the Closing from Seller, 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 Encumbrances.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fuelcell Energy Inc)

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Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in this Agreement and in consideration of Agreement, on the Purchase PriceClosing Date, Seller shall sell, assign, convey, deliver and transfer at the Closing sell to Buyer, and Buyer shall purchase, acquire and accept at the Closing purchase from Seller, all of the rightSeller's rights, 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 Encumbrancesliens, claims and encumbrances of any nature whatsoever (collectively, “Liens”).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Business Warrior Corp)

Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in of this Agreement and in consideration of Agreement, on the Purchase PriceClosing Date, Seller shall sell, transfer, assign, convey, convey and deliver and transfer at the Closing to Buyer, and Buyer shall purchase, acquire and accept at the Closing purchase from Seller, 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 Encumbrances.

Appears in 1 contract

Samples: Equity Purchase Agreement (Health Care Reit Inc /De/)

Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in this Agreement and in consideration of Agreement, at the Purchase PriceClosing, Seller shall sell, assign, convey, transfer and deliver and transfer at the Closing to Buyer, free and clear of all Liens and Buyer shall purchase, acquire and accept at the Closing purchase from Seller, all of the rightoutstanding Membership Interests held by Seller, title which constitute 100% of the equity interests in the Company. The purchase and interest of Seller in and to the Membership Interests, so that upon Closing, Buyer shall own, directly, all sale of the Membership Interests free and clear shall be effective as of all Encumbrancesthe Effective Time.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Wesco International Inc)

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Purchase and Sale of Membership Interests. Subject to Upon the terms and subject to the conditions set forth in this Agreement and in consideration of Agreement, on the Purchase PriceClosing Date, Seller shall sell, convey, transfer, assign, convey, and deliver and transfer at the Closing to Buyer, free and clear of all Encumbrances, and Buyer (or its designated Affiliate) shall purchase, acquire and accept at the Closing purchase from Seller, all of the right, title and interest of Seller in and to the Membership Purchased Interests, so that upon Closingwhich Purchased Interests shall be sold, conveyed, transferred, assigned and delivered to Buyer shall own, directly, all of for the Membership Interests free and clear of all Encumbrancesconsideration specified in Section 2.2.

Appears in 1 contract

Samples: Purchase and Sale Agreement

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