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 “Membership Interest”).
(b) The purchase price for the Membership Interest shall be $2,500,000.00 (the “Purchase Price”), payable as follows: $15,000.00 (the “Xxxxxxx Money”) deposit due within 10 days after the Effective Date and balance due at closing.
(c) After giving effect to the sale and purchase under this Section 2.1. and the completion of the Closing, Buyer shall be the substituted Member in the Company pursuant to the terms of the Operating Agreement, holding 100% (the “Membership Interests”) in the Company as set forth opposite Xxxxx’s name in the Operating Agreement.
(d) Xxxxx has paid Seller the sum of $250.00, the receipt of which is hereby acknowledged by Seller, as option money for Buyer having the right to terminate this Agreement during the Due Diligence Period. Within ten (10) days after the Effective Date, Seller shall deliver to Buyer the Due Diligence Materials to the extent within Seller’s possession. Upon the completion of Seller’s delivery to Buyer of all such Due Diligence Materials, Buyer and Seller shall agree in writing (which may be via e-mail) as to such date of completion of delivery, which shall be the date of commencement of the Due Diligence Period. Prior to Closing, Xxxxx and Xxxxx’s representatives and agents shall have the right to enter upon Property at Buyer’s expense, and at reasonable times, to inspect, survey, examine, and test the Property as Buyer may deem necessary as part of Buyer’s acquisition of the Property. Seller shall allow Buyer and its representatives and agents access to, or shall provide documents for review, whichever the case may be, with respect to the Property at all reasonable times and shall cooperate with Buyer’s efforts to conduct the inspections permitted herein. Xxxxxx agrees to cooperate in introducing Buyer to vendors, staff and other parties who have experience with the Property’s ongoing operations. Buyer shall indemnify and hold Seller harmless from and against any and all claims, injuries and damages to persons and/or property arising out of or resulting from the exercise of Buyer’s inspection rights; provided, however, Xxxxx’s indemnity obligations shall not extend to any claims, injuries or damages resulting from or relating to (i) any act...
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. 3
2.1 Agreement to Sell and Buy............................................................... 3 2.2
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 set forth in this Agreement, at the Closing, each Seller will sell, convey, assign, transfer and deliver his pro rata share of Units comprising the Membership Interest as delineated in Schedule 1.1, free and clear of any Encumbrances, to Buyer, and Buyer will purchase the Membership Interest from Sellers.
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
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.
Sale and Purchase of Membership Interest. Subject to the terms and conditions of this Agreement, at the Closing, Seller shall:
(a) Sell, assign, transfer and convey to Buyer all of its right, title and interest in and to a membership interest in the Company, free and clear of Liens, except for Liens created pursuant to this Agreement or any of the Ancillary Agreements, representing 51.3% of all outstanding membership interests in the Company (excluding the issuance described Section 1.02(b)) (the “Transferred Interest”); and
(b) Cause the Company to issue to Comfort Products a number of membership interests in the Company (the “Issued Interest”), free and clear of Liens, except for Liens created pursuant to this Agreement or any of the Ancillary Agreements, such that immediately following such issuance, the aggregate of the Transferred Interest and the Issued Interest shall represent 60% of all outstanding membership interests in the Company (the “60% Interest”), Seller shall own membership interests in the Company representing 39% of all outstanding membership interests in the Company and the 1% Holder shall own membership interests in the Company representing 1% of all outstanding membership interests in the Company.
