Sale and Purchase of Membership Interest. The Sellers shall sell, and the Buyer shall purchase, the Membership Interest as set forth in this Section 2.
Sale and Purchase of Membership Interest. PURCHASE PRICE; CLOSING 6
Sale and Purchase of Membership Interest. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, and transfer to Buyer, and Buyer shall purchase from Seller, all of the Membership Interest in the Company held by Seller (the “Purchased Interest”).
Sale and Purchase of Membership Interest. Upon the terms and subject to the conditions contained herein, on the Closing Date, the Member agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Member, the Membership Interest.
Sale and Purchase of Membership Interest. 1 2.1 Agreement to Sell and Purchase 1 2.2 Purchase Price 1 2.3 Closing 1 2.4 Conditions Precedent to the Obligations of Purchaser 2 2.5 Conditions Precedent to the Obligations of Seller 4 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 5 3.1 Representations and Warranties of Seller 5 3.2 Representations and Warranties of Purchaser 13 3.3 No Other Seller Representations 15 ARTICLE 4 CERTAIN OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS 15 4.1 Regulatory Matters 15 4.2 Transfer Taxes 15 4.3 Further Action 15 4.4 Notices 16 ARTICLE 5 INDEMNIFICATION 16 5.1 Indemnification 16 5.2 Direct Claims 17 5.3 Third Party Claims 17 5.4 After-Tax Basis 18 5.5 No Duplication 19 5.6 Sole Remedy 19 5.7 Survival 19 5.8 Final Date for Assertion of Indemnity Claims 19 5.9 Mitigation and Limitations on Losses 20 5.10 Payment of Indemnification Claims 20 5.11 Specific Performance 20 5.12 Third-Party Beneficiary 21 ARTICLE 6 [RESERVED] 21 ARTICLE 7 GENERAL PROVISIONS 21 7.1 Exhibits and Schedules 21 7.2 Disclosure Schedules 21 7.3 Amendment, Modification and Waiver 21 7.4 Severability 21 7.5 Expenses 21
Sale and Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, Xxxxx agrees to purchase and acquire from each Seller, and each Seller agrees to sell, assign, transfer and deliver to Buyer, on the Closing Date (as defined in Section 3.1 below), 4858-2107-0875 2,500 Class A Voting Units, representing such Seller’s respective share of the 10% Membership Interest being sold to Buyer, free and clear of liens, claims and encumbrances of any kind. Upon Closing, Xxxxx will own an additional 10% of the outstanding membership interests of the Company and the existing 10% membership interests currently owned by Buyer, which interest is, comprised of Class A Voting Units representing 4.96% of the aggregate Membership Interests of the Company and Class B Non-Voting Units representing 5.04% of the aggregate Membership Interests of the Company. At Closing the Class B Non-Voting Units shall be converted into Class A Voting Units. Upon Closing, Buyers shall own 20% of the outstanding Membership Interests, on a fully-diluted basis – all of which Membership Interests shall be Class A Voting Units. The outstanding capitalization of the Company on a pre-closing and post-closing basis, respectively, is set forth on Schedule 4.4(a) hereto.
Sale and Purchase of Membership Interest. (a) Subject to the terms and conditions set forth in this Agreement, the Partnership shall purchase and the Seller shall sell, assign, transfer and convey the Membership Interest in one or more of the Project Companies. The Purchase Price of the Membership Interest in each Project Company shall include two components: (1) the Initial Payment, which shall be payable in one installment, which shall be payable in accordance with paragraph (d) below, and (2) Contingent Payments due on each Quarterly Payment Date through and including the Quarterly Payment Date which follows the Calendar Quarter ended on December 31, 2007 and on the Final Adjustment Date.
Sale and Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, WSI agrees to sell, assign and deliver the Membership Interest to G-T Gateway and G-T Gateway agrees to purchase the Membership Interest from WSI.
Sale and Purchase of Membership Interest. Subject to the terms, provisions and conditions of this Agreement, and at the Closing of the transactions contemplated herein, Owner shall deliver, or cause to be delivered, to Purchaser the Membership Interest of Company.
Sale and Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, Buyer agrees to purchase and acquire from the Sellers, and the Sellers collectively agree to sell, assign, transfer and deliver to Buyer, on the Closing Date (as defined in Section 3.1 below), the 10% Membership Interest, free and clear of liens, claims and encumbrances of any kind. Upon Closing, Buyer will own 10% of the outstanding membership interests of the Company comprised of Class A Voting Units representing 4.96% of the aggregate Membership Interests of the Company and Class B Non-Voting Units representing 5.04% of the aggregate Membership Interests of the Company. Upon Closing, the Sellers, together with the other existing Members of the Company shall jointly own the remaining 90% of the outstanding Membership Interests, on a fully-diluted basis – all of which Membership Interests shall be Class A Voting Units.
