Common use of Terms of Purchase Clause in Contracts

Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 shall be the later of (i) thirty (30) days after the notice of the exercise of option has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the value of the Membership Units. (b) Payment of the purchase price for a Membership Units under paragraphs 14.03 may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction. (c) At the closing, the person selling the Membership Units will transfer the Membership Units free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company. (d) In each event that a Membership Units in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership Units, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

Appears in 2 contracts

Samples: Operating Agreement (GolfSuites 1, Inc.), Operating Agreement (GolfSuites 1, Inc.)

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Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 shall be the later of (i) thirty (30) days after the notice of the exercise of option has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the value Fair Value of the Membership UnitsInterest. (b) Payment of the purchase price for a Membership Units under paragraphs 14.03 Interest may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the value Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction. (c) At the closing, the person selling the Membership Units Interest will transfer the Membership Units Interest free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company. (d) In each event that a Membership Units Interest in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units Interest in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership UnitsInterest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

Appears in 1 contract

Samples: Company Agreement (Green America Recycling, LLC)

Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 shall be the later of (i) thirty ten (3010) days after the notice of the exercise of option has been received by the selling party, ' or (iiII) thirty ten (3010) days after the parties have received notice of the value of the ofthe Fair Value ofthe Membership UnitsInterest. (b) Payment of the purchase price for a Membership Units under paragraphs 14.03 Interest may be made by the Company and/or the other Members as follows: ; (i) a down payment equal to ten percent (10%) of the value Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closingofclosing. Any such purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the ofthe date that the Company becomes a party to such transaction. (c) At the closing, the person selling the Membership Units Interest will transfer the Membership Units Interest free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company. (d) In each event that a Membership Units Interest in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units Interest in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all ofall the rights and interest of the ofthe selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership UnitsInterest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

Appears in 1 contract

Samples: Company Agreement

Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 shall be the later of (i) thirty (30) days after the notice of the exercise of option has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the value Fair Value of the Membership UnitsInterest. (b) Payment of the purchase price for a Membership Units under paragraphs 14.03 Interest may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the value Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four twenty‐four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction. (c) At the closing, the person selling the Membership Units Interest will transfer the Membership Units Interest free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company. (d) In each event that a Membership Units Interest in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units Interest in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership UnitsInterest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

Appears in 1 contract

Samples: Company Agreement (Deeproot Growth Runs Deep Fund, LLC)

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Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 shall be the later of (i) thirty (30) days after the notice of the exercise of option or notice of purchase has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the value Fair Value of the Membership UnitsInterest. (b) Payment of the purchase price for a Membership Units under paragraphs 14.03 Interest may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the value Fair Value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser shall have the right to pay all or any part of such obligation at any time anytime or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction. (c) At the closing, the person selling the Membership Units Interest will transfer the Membership Units Interest free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company. (d) In each event that a Membership Units Interest in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units Interest in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership UnitsInterest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents document that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

Appears in 1 contract

Samples: Company Agreement (River Medical Inc)

Terms of Purchase. (a) The closing date for any sale and purchase made pursuant to this Article under paragraphs 14.03 14.03, 14.04, or 14.05 shall be the later of (i) thirty (30) days after the notice of the exercise of option has been received by the selling party, or (ii) thirty (30) days after the parties have received notice of the value of the Membership Units. (b) Payment of the purchase price for a Membership Units under paragraphs 14.03 14.03, 14.04, or 14.05 may be made by the Company and/or the other Members as follows: (i) a down payment equal to ten percent (10%) of the value to be made at closing, and (ii) the balance of the purchase price, bearing interest at the General Interest Rate determined on the date of closing, to be paid in twenty-four (24) equal monthly installments, with the first payment due thirty (30) days after the date of closing. Any such purchaser shall have the right to pay all or any part of such obligation at any time or times in advance of maturity without penalty. In the event that the Company becomes a party to a Fundamental Business Transaction, such obligation (or remaining portion thereof) shall be paid in full within thirty (30) days of the date that the Company becomes a party to such transaction. (c) At the closing, the person selling the Membership Units will transfer the Membership Units free and clear of any liens or encumbrances, other than those which may have been created to secure any indebtedness or obligations of the Company. (d) In each event that a Membership Units in the Company is purchased as described in this Agreement, upon the execution and delivery of the notes or payment of the cash as required herein, this Agreement shall operate as an automatic transfer to the purchaser of the Membership Units in the Company. The payment to be made to the selling Member, Assignee, or its representative shall constitute complete release, liquidation and satisfaction of all the rights and interest of the selling Member, Assignee, or its representative (and of all persons claiming by, through, or under the selling Member, Assignee, or its representative) in and in respect of the Company, including, without limitation, any Membership Units, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members. The parties shall perform such actions and execute such documents that may be reasonably necessary to effectuate and evidence such purchase and sale, and release as provided by this paragraph.

Appears in 1 contract

Samples: Operating Agreement (GolfSuites 1, Inc.)

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