Common use of Purchase, Sale and Assignment of Sellers’ Membership Interest Clause in Contracts

Purchase, Sale and Assignment of Sellers’ Membership Interest. Purchaser hereby agrees to purchase and acquire from Seller all of the Seller’s Membership Interest in the Company, and Seller hereby agrees to transfer, assign and convey to Purchaser all of Seller’s Membership Interest in the Company, subject to and in accordance with the terms and conditions of this Agreement (the “Assignment”), which Assignment shall be effective as of the Effective Date of this Agreement. Concurrently herewith Seller and Purchaser shall each execute and deliver counterparts of the Assignment of Membership Interest in the form attached hereto as Exhibit B (the “Members Instrument”). For purposes of this Agreement, the term “Seller’s Membership Interest” includes, without limitation: (a) all of Seller’s right, title and interest in and to the Company and the Company’s properties, assets, interest and rights of any kind, whether direct or indirect, tangible or intangible, real or personal, including, without limitation, all capital, profits, losses and distributions of cash flow of the Company; (b) Seller’s entitlement to any priority returns, if any, from the Company; and (c) any and all other rights, privileges, preferences and obligations granted to Seller or that Seller may have or hold in the Company, including, but not limited to, the rights, privileges, preferences and obligations granted to the Managing Member.

Purchase, Sale and Assignment of Sellers’ Membership Interest. Purchaser hereby agrees to to, and hereby does, purchase and acquire from Seller, and Seller hereby agrees to, and hereby does, sell, transfer and convey to Purchaser, all of the Seller’s Membership Interest right, title and interest in and to the Company, and Seller hereby agrees to transfer, assign and convey to Purchaser all of Seller’s Membership Interest in the CompanyInterest, subject to and in accordance with the terms and conditions of this Agreement (the “Assignment”), which Assignment shall be and hereby is effective as of the Effective Date of this Agreement. Concurrently herewith Seller and Purchaser shall each execute and deliver counterparts of the Assignment of Membership Interest in the form attached hereto as Exhibit B (the “Members Instrument”). For purposes of this Agreement, the The term “Seller’s Membership Interest” includes, without limitation: (a) all of Seller’s right, title and interest in and to the Company and the CompanySeller’s propertiesMembership Interest, assets, interest and rights of any kind, whether direct or indirect, tangible or intangible, real or personal, including, without limitation, including all capital, profits, losses and distributions of cash flow of the CompanyCompany relating thereto; (b) Seller’s entitlement to any priority returnsreturns with respect thereto (including amounts attributable to the STIRR Preferred Return Account and/or Minimum Profit Amounts, as each term is defined in the LLC Agreement), if any, from the Company; and (c) any and all other rights, privileges, preferences and obligations granted to Seller or that Seller may have or hold in the CompanyCompany with respect to such Seller’s Membership Interest, including, but not limited to, the rights, privileges, preferences and obligations granted to and/or imposed upon the Managing MemberMember (provided, however, that Purchaser’s rights with respect to any Minimum Profit Amounts shall begin only with such Minimum Profit Amounts as accrue pursuant to the LLC Agreement beginning with the last business day of August, 2008, with any such prior accrued amounts being for the benefit of the Seller).

Purchase, Sale and Assignment of Sellers’ Membership Interest. Purchaser hereby agrees to purchase and acquire from Seller all of the Seller’s Membership Interest in the Company, together with any receivables owing by the Company to Seller, and Seller hereby agrees to transfer, assign and convey to Purchaser all of Seller’s Membership Interest in the CompanyCompany and any such receivables, subject to and in accordance with the terms and conditions of this Agreement (the “Assignment”), which Assignment shall be effective as of the Effective Date of this Agreement. Concurrently herewith Seller and Purchaser shall each execute and deliver counterparts of the Assignment of Membership Interest in the form attached hereto as Exhibit B (the “Members Instrument”), together with an assignment of any receivables in such form as Purchaser and Seller shall reasonably agree. For purposes of this Agreement, the term “Seller’s Membership Interest” includes, without limitation: (a) all of Seller’s right, title and interest in and to the Company and the Company’s properties, assets, interest and rights of any kind, whether direct or indirect, tangible or intangible, real or personal, including, without limitation, all capital, profits, losses and distributions of cash flow of the Company; (b) Seller’s entitlement to any priority returns, if any, from the Company; and (c) any and all other rights, privileges, preferences and obligations granted to Seller or that Seller may have or hold in the Company, including, but not limited to, the rights, privileges, preferences and obligations granted to the Managing Member.