Sale of Membership Interest. Seller agrees to sell, transfer, assign and convey the Membership Interest to Purchaser, and Purchaser agrees to purchase and accept transfer of the Membership Interest pursuant to the terms and conditions set forth in this Agreement. The Membership Interest shall be transferred to Purchaser free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, voting agreements, claims, and any other matters affecting title thereto (other than the LLC's operating agreement (the "LLC Operating Agreement")).
Sale of Membership Interest. Sellers hereby agree to sell and deliver to Buyer, and Buyer hereby agrees to purchase from Sellers, 100% of the membership interests of the Company, apportioned as indicated on the signature page, attached hereto.
Sale of Membership Interest. Upon the terms and subject to the provisions of this Agreement the Sellers agree that they will sell, convey, transfer, assign and deliver to Buyer at the Closing provided for in Article 2, except as otherwise set forth herein, free and clear of all claims, liens, pledges, encumbrances, mortgages, charges, security interests, options, preemptive rights or other interests or equities whatsoever, sixty percent (60%) of the limited liability company membership interest (the, “Purchased Interest”) of the Company and any and all outstanding membership interests, or the rights to acquire same, of the Company, other than those of the Buyer, shall be terminated and/or cancelled. After the closing of this Agreement, the Buyer shall own one hundred percent (100%) of the Company and no other party shall own, or have the right to acquire, any membership interest in the Company.
Sale of Membership Interest. The Subscriber agrees to contribute, and the Company agrees to accept from Subscriber, the sum of $356,718.90 as a capital contribution to Company in exchange for a membership interest in the Company as described below.
Sale of Membership Interest. Seller shall sell to Buyer, and Buyer shall purchase and acquire from Seller, free of all liabilities and encumbrances, except those hereinafter expressly provided, and subject to all the terms and conditions hereinafter set forth, all of the right, title and interest of Seller in and to Epicurean, which will equal one hundred percent (100%) of all membership interests in Epicurean at the time of Close.
Sale of Membership Interest. Subject to the provisions set forth in Section 10.2(b), if the Offeree Members do not purchase all of the Offered Membership Interest then:
(i) the Transferring Member may, for ninety (90) days thereafter, transfer all or a lesser number of the unpurchased Offered Membership Interest to any Person for a price not less than and on other terms no more favorable to such Person than the terms contained in the Dispose Offer; and
(ii) if the unpurchased Offered Membership Interest are not transferred within such ninety (90) day period, shall again be subject to the provisions of this Section 10.2 prior to any subsequent Dispose.
Sale of Membership Interest. Seller hereby agrees to sell, assign, transfer and convey to Buyer all of the ownership and membership interests of the Company (the “Membership Interests”), Buyer hereby agrees to purchase from Seller the Membership Interests (collectively, the “Transaction”), and the Company hereby consents to the consummation of the Transaction.
Sale of Membership Interest. Seller agrees to sell, transfer, assign and convey the Membership Interest to Purchaser, and Purchaser agrees to purchase and accept transfer of the Membership Interest pursuant to the terms and conditions set forth in this Agreement. The Membership Interest shall be transferred to Purchaser free and clear of all liens, encumbrances, security interests, prior assignments or conveyances, conditions, restrictions, voting agreements, claims, and any other matters affecting title thereto (other than the Xxxx Madison Operating Agreement (the "Xxxx Madison Operating Agreement")).
Sale of Membership Interest. Disclosure is made by a Member or the Company in connection with the sale, transfer or other disposition, in whole or in part, of a Membership Interest or the assets of the Company in accordance with this Agreement (but then only if disclosure is subject to a non-disclosure agreement then customary in such transactions and as to which the Company, the other Member and each of its Affiliates is a third party beneficiary).
Sale of Membership Interest. On the terms, and subject to the conditions, set forth in this Sale of Agreement, Seller agrees to and hereby sell, assign, transfer and deliver to Purchaser on the Closing Date, and Purchaser agrees to purchase from Seller on the Closing Date, the Membership Interest, and both Parties agree to the amendment of the Joint Venture Agreement in the form attached as Exhibit D. Both Parties in accordance with section 8.1 of the Joint Venture Agreement hereby consent to the transfer of the Membership Interest from the Seller to the Purchaser.
