Purchase and Sale of the Membership Interest. Subject to the terms and conditions set forth herein, at the Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title, and interest in and to the Membership Interest, free and clear of all encumbrances, other than restrictions on transfer arising under applicable state or federal securities laws (the “Transaction”), for $70,000 together with up to $30,000 of liabilities incurred in the ordinary course of business or credits for prepaid expenses (the “Purchase Price”). The Parties agree and acknowledge that Purchaser has paid the Seller a non-refundable deposit of $10,000 (the “Deposit”), which will be credited against the Purchase Price at the Closing. The Purchase Price plus all cash that shall remain on the books as of the Closing Date (the “Cash Reserve”), less the Deposit shall be referred to as the “Remaining Purchase Price.” The Company agrees to record the transfer of the Membership Interest and following such transfer, the Purchaser will be the sole member of the Company.
Purchase and Sale of the Membership Interest. Seller hereby sells, transfers and assigns to CSH and CSH hereby purchases and accepts from Seller, the Membership Interest upon the terms set forth in this Agreement. Following the execution of this Agreement, CSH may terminate or amend in any manner, the operating agreement of the Company without any further consent or approval of the Seller. In order to further reflect the assignment of the Membership Interest, Seller will execute and deliver to CSH the Membership Interest Assignment in the form attached hereto as Exhibit A.
Purchase and Sale of the Membership Interest. (a) Subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer and convey to Buyer, all of Seller's right, title and interest in and to the Membership Interest for a purchase price (the "Purchase Price") equal to the book value of the Seller's capital account based on the Financial Statements of the Company as of March 31, 2017 prepared in accordance with Generally Accepted Accounting Principles ("GAAP").
(b) The Seller shall transfer to the Buyer the Membership Interest upon payment of the Purchase Price at the Closing to be held as hereinafter provided.
(c) Seller and Buyer, constituting all of the Members of the Company, hereby consent to this transfer provided herein.
Purchase and Sale of the Membership Interest. At the Closing (as defined in Section 3 below) and subject to the terms and conditions set forth in this Agreement, the Company shall sell, and Primoris shall purchase, the Membership Interest, free and clear of all encumbrances, for the Purchase Price (as defined in Section 2 below).
Purchase and Sale of the Membership Interest. Effective upon Purchaser’s payment to Seller of the Purchase Price as set forth in clause (b) below, Seller hereby sells, transfers, assigns and delivers to Purchaser the Transferred Assets.
Purchase and Sale of the Membership Interest. Subject to and conditioned upon Seller’s timely receipt of the Base Price (as hereinafter defined) specified below, Seller hereby sells, transfers and assigns to CSH and CSH hereby purchases and accepts from Seller the Membership Interest upon the terms set forth in this Agreement. In order to further reflect the sale, assignment and transfer of the Membership Interest, Seller will execute and deliver to CSH the Membership Interest Assignment in the form attached hereto as Exhibit A.
Purchase and Sale of the Membership Interest. Purchaser agrees to purchase and Seller to sell, transfer, and convey to Purchaser, up to 1,000,000 Membership Units that Seller currently holds for a purchase price of $10 per Membership Unit (total $10,000,000).
Purchase and Sale of the Membership Interest. (a) Notwithstanding anything to the contrary in this Agreement, on the Closing Date, subject to the other terms and conditions of this Article XI, in lieu of Buyer acquiring direct title to the Idaho Property, HCP agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from HCP, the Membership Interest, with no reduction or modification of the Purchase Price and the Allocated Purchase Price of the Idaho Property shall be the Allocated Purchase Price of the Membership Interest.
(b) All of the provisions of this Agreement applicable to the purchase of the Properties shall apply, to the extent applicable, to the purchase of the Membership Interest in Idaho LLC, except as follows:
(i) In lieu of a Deed and Bxxx of Sale, with respect to the Idaho Property and the Idaho LLC, HCP and Buyer shall execute and deliver the Assignment and Assumption of Membership Interest Agreement; and
(ii) Any Title Policy with respect to the Idaho Property shall be in the name of Idaho LLC.
(c) Effective upon the Closing, HCP shall withdraw and resign as the managing member of Idaho LLC, pursuant to a written agreement reasonably acceptable to Buyer.
Purchase and Sale of the Membership Interest. 2 1.1 Authorization.......................................................2 1.2 Sale of the Membership Interest.....................................2 1.3 Closing.............................................................2 1.4
Purchase and Sale of the Membership Interest
