Seller Membership Interests. As of the date of this Agreement, the holders of Seller’s membership interests (the “Seller Membership Interests”) are as set forth on Schedule 5.2, which represents one hundred percent (100%) of the membership interests of Seller.
Seller Membership Interests. Seller is the sole legal and beneficial owner of the Interests, free and clear of all Liens, except for any liens, claims, charges, security interests, encumbrances or other matters which can be, and will be, discharged at or prior to the Closing, and the Interests are not certificated and do not constitute "securities" under Article 8 of the Uniform Commercial Code.
Seller Membership Interests. The Closing for the Seller Membership Interests shall occur at noon Pacific Time on the Company Closing Date at the offices of Lawyer's Title, 0000 X. Xxxxx Valley Parkway, Suite 100, Xxxxxxxxx, NV 89074, Attention Xxxxxx Xxxxxxx ("Escrow Agent") with all deliveries to be made in escrow to the Escrow Agent on or prior to the Company Closing Date without the requirement for personal appearance by any representative of Building Owner, Seller or Company. Subject to the extension provided below and 2.1(b), the Closing of the Seller Membership Interests shall occur no later than January 28, 2018 (unless extended pursuant to Section 10.10), or such other date as the parties may mutually determine (the "Company Closing Date"). Should Buyer wish to close on the Seller's Membership Interests prior to the Company Closing Date, Buyer must provide a minimum of thirty (30) Business Day written notice to Seller of the earlier Company Closing Date. Buyer shall have the one time unilateral option to extend the Closing Date by ten (10) Business Days upon giving Seller at least three (3) business day advance written notice. If Buyer shall fail to close the transaction contemplated by this Agreement on or before the Company Closing Date then it shall have no further rights to purchase the Seller Membership Interest or Building Owner Membership Interest and Seller shall retain the Deposit and Non-Refundable Payment.
Seller Membership Interests. As of the Closing, the Seller Membership Interests are duly authorized, validly issued and outstanding. As of the Closing, Seller will own the Seller Membership Interests, beneficially and of record, free and clear of all Liens, except for such Liens as disclosed in Section 3.04 of the Disclosure Schedule. Except for this Agreement and as disclosed in the Offering Memorandum, there are no outstanding Options with respect to the Company. The transfer of the Seller Membership Interests in the manner provided in Section 2.03 will transfer to Purchaser good and valid title to the Seller Membership Interests, free and clear of all Liens other than Liens created or suffered to exist by Purchaser.
Seller Membership Interests. Each of the Members is the sole beneficial and record owner of the Membership Interests in the percentages set forth for each such Member on Schedule A free and clear of all liens, encumbrances, claims, security interests, mortgages, restrictions or pledges of any nature, and each Member can transfer to Buyer valid and marketable title to such Seller Membership Interests.
