Standard Contracts
RECITALSMembership Interest Transfer Agreement • October 2nd, 2007 • Western Power & Equipment Corp • Wholesale-construction & mining (no petro) machinery & equip
MEMBERSHIP INTEREST TRANSFER AGREEMENT BY AND BETWEENMembership Interest Transfer Agreement • April 23rd, 2021 • Texas
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (as may be amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into the 9th day of May, 2010 (the “Execution Date”), between EXCO HOLDING (PA), INC., a Delaware corporation (“EXCO”), and BG US PRODUCTION COMPANY, LLC, a Delaware limited liability company (“BG”). BG and EXCO may be referred to collectively as the “Parties” or individually as a “Party”.
MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENTMembership Interest Transfer Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS MEMBERSHIP INTEREST (ERPA) TRANSFER AGREEMENT (this “Agreement”) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:57 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US Production Company, LLC, a Delaware limited liability company (“Seller”), EXCO Resources (PA), LLC, a Delaware limited liability company (“Company”), and EXCO Holding (PA), Inc., a Delaware corporation (“Purchaser”). Each of Seller, Company and Purchaser may be referred to as a “Party” or together, as the “Parties.” Capitalized terms not otherwise defined herein, including in Section 14, shall have the meanings attributed to them in the Second Amended and Restated Limited Liability Company Agreement, dated June 1, 2010, of Company (as amended from time to time, including an amendment on October 14, 2014, the “Operating Agreement”).
MEMBERSHIP INTERESTS TRANSFER AGREEMENT in relation toMembership Interest Transfer Agreement • March 7th, 2023 • Ysmd, LLC • Real estate
MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENTMembership Interest Transfer Agreement • March 1st, 2018 • Exco Resources Inc • Crude petroleum & natural gas • Texas
THIS MEMBERSHIP INTEREST (BG WV) TRANSFER AGREEMENT (this “Agreement”) is entered into as of the Closing Date (as defined below), but is effective for all purposes as of 11:59 p.m. on November 30, 2017 (the “Effective Time”), by and among BG US Production Company, LLC, a Delaware limited liability company (“Seller”), BG Production Company (WV), LLC, a Delaware limited liability company (“Company”), and EXCO Production Company (WV), LLC, a Delaware limited liability company (the “Purchaser”). Each of Seller, Company and Purchaser may be referred to as a “Party” or together, as the “Parties.” Capitalized terms not otherwise defined herein, including in Section 12, shall have the meanings attributed to them in the Amended and Restated Operating Agreement of Company dated June 1, 2010 (as amended, the “Operating Agreement”).
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (the “MITA”). In consideration of the mutual promises contained herein and in the MITA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree to amend the MITA as follows:
EX-10.13 2 dex1013.htm MEMBERSHIP INTEREST TRANSFER AGREEMENT MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • May 5th, 2020 • Delaware
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is made as of this 31st day of August, 2009, by and between LEAF Equipment Finance Fund 4, L.P., a Delaware limited partnership (“LEAF 4”), and LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (“LEAF III”).
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • August 6th, 2015 • Lumentum Holdings Inc. • Communications equipment, nec • Delaware
This MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”) is made effective as of July 31, 2015 (the “Effective Date”) by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (the “Transferor”) and Lumentum Inc., a Delaware corporation (the “Transferee”).
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • December 26th, 2013 • Vestin Realty Mortgage II, Inc • Real estate investment trusts • Delaware
This MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”) is dated as of December 19, 2013 (the “Effective Date”), and is made by and between MVP Capital Partners, LLC (the “Seller”) and Vestin Realty Mortgage II, Inc. (the “Buyer”).
Private & Confidential Dated 6 October 2009 _______________________________ AMCIC CAPE HOLDINGS LLC and BIRD ACQUISITION CORP. (1) (2)Membership Interest Transfer Agreement • May 5th, 2020
_______________________________ MEMBERSHIP INTEREST TRANSFER AGREEMENT for the transfer of membership interests in Lillie Shipco LLC and Hope Shipco LLC _______________________________
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • November 25th, 2008 • American Community Properties Trust • Land subdividers & developers (no cemeteries) • Maryland
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”), dated as of this 19th day of November, 2008, by and among ST. CHARLES COMMUNITY, LLC, a Delaware limited liability company (hereinafter, the “Seller”), and U.S. HOME CORPORATION, a Delaware corporation (hereinafter, the “Purchaser”).
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”) and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (as it may have been amended from time to time, the “MITA”).
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • October 30th, 2013 • Orbital Corp LTD • Motor vehicle parts & accessories • Delaware
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (the “Agreement”) is dated the 1st day of March, 2013, between ORBITAL FLUID TECHNOLOGIES, INC., a Delaware corporation with offices at 4 Whipple Street, Balcatta, WA 6021, Australia (“Seller”), and CONTINENTAL AUTOMOTIVE SYSTEMS, INC., a Delaware corporation with offices at One Continental Drive, Auburn Hills MI 48326 (f/k/a Continental Automotive Systems US, Inc. f/k/a Siemens VDO Automotive Corporation) (“Buyer”).
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • California
This Membership Interest Transfer Agreement (“Agreement”) is entered into as April 4th, 2018 (“Effective Date”), by and between David Sheehan, an individual (“Sheehan”), David Emerson Brown, an individual (“Brown” Sheehan and Brown may collectively be referred to herein as the “Sellers”), and Zabala Farms Group, LLC a California limited liability company (“ZF Group”), each of whom may be referred to individually as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties agree to enter into this transaction based upon the following recitals, terms and conditions:
Private & Confidential Dated 6 October 2009 ____________________________________ AMCIC CAPE HOLDINGS LLC and BIRD ACQUISITION CORP. (1) (2) ____________________________________ MEMBERSHIP INTEREST TRANSFER AGREEMENT for the transfer of membership...Membership Interest Transfer Agreement • May 5th, 2020
Re: Amendment to Membership Interest Transfer AgreementMembership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (together with all amendments, the “MITA”).
Private & Confidential Dated 6 October 2009 _______________________________ AMCIC CAPE HOLDINGS LLC and BIRD ACQUISITION CORP. (1) (2) _______________________________ MEMBERSHIP INTEREST TRANSFER AGREEMENT for the transfer of membership interests in...Membership Interest Transfer Agreement • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
Clause Page 1 Definitions and interpretation 1 2 Conditions precedent 4 3 Agreement to sell the Lillie Membership Interests 4 4 Consideration 5 5 Agreement to transfer the Hope Membership Interests 5 6 Completion 5 7 The Warranties 8 8 Dealing with and voting on the Lillie Membership Interests and the Hope Membership Interests 9 9 Bird undertaking 10 10 Entire agreement 10 11 Announcements and confidentiality 11 12 Waivers and releases 11 13 Miscellaneous 12 14 Notices 12 15 Assignment 13 16 Governing law and agent for service of process 13 17 Jurisdiction 14
Re: Second Amendment to Membership Interest Transfer AgreementMembership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010, as amended by such parties pursuant to that certain letter agreement dated June 1, 2010 (as so amended, the “MITA”). Pursuant to Section 12.1(a) of the MITA, on June 18, 2010, BG submitted a notice of extension of the Post-Closing Environmental Defect Claim Date (an “Extension Notice”). On June 24, 2010, EXCO sent notice of disagreement with the Extension Notice and proposed that the parties resolve their differences by certain changes to the MITA. In consideration of the mutual promises contained herein and in the MITA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, BG and EXCO hereby agree to amend the MITA as follows:
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • August 1st, 2017 • Signal Bay, Inc. • Services-miscellaneous repair services • Delaware
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”) is made and entered into as of this 26th day of July 2017 by and among PalliaTech, Inc., a Delaware corporation (“Seller”), Viridis Analytics MA, LLC, a Delaware limited liability company (the “Company”) and Signal Bay, Inc., a Colorado corporation (“Buyer”). Seller, the Company and Buyer are sometimes referred to individually in this Agreement as a “party” and collectively as the “parties”.
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • February 24th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made to that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”), and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (as it may have been amended from time to time, the “MITA”). In consideration of the mutual promises contained herein and in the MITA and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EXCO and BG hereby agree to amend the MITA as follows:
Membership Interest Transfer AgreementMembership Interest Transfer Agreement • July 26th, 2021
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EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • August 3rd, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made in this Seventh Amendment to (a) that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”) and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (as it may have been amended from time to time, the “MITA”) and (b) that certain Joint Development Agreement, by and between BG Production Company (PA), LLC (“BGPA”), BG Production Company (WV), LLC (“BGWV”), EXCO Production Company (PA), LLC (“EXCOPA”), EXCO Production Company (WV), LLC (“EXCOWV”), and EXCO Resources (PA), LLC (“Operator”) and, together with the foregoing, the “JDA Parties”), dated as of June 1, 2010 (as it may have been amended from time to time, the “JDA”). Capitalized terms used in this Seventh Amendment but not otherwise defined in this letter agreement shall have the meaning given to such terms in the MITA.
MEMBRSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • December 28th, 2016 • Tauriga Sciences, Inc. • Medicinal chemicals & botanical products • Ohio
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (the “Agreement”) is made and entered into this 22nd day of December, 2016, by and between TAURIGA SCIENCES, INC., a Florida corporation (“Tauriga”), and OPEN THERAPEUTICS, LLC, an Ohio limited liability company (“OT”).
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • March 27th, 2024 • Lodging Fund REIT III, Inc. • Real estate investment trusts
entered into as of the 10th day of August 2022 ("Effective Date"), by and between Roma Commercial, Inc. ("Roma"), ASI Capital, LLC ("ASIC"), and VB Hotel Group A, LLC ("VB") (Roma, ASIC, and VB may hereinafter be collectively referred to as "Sellers"), and Lodging Fund REIT III OP, LP, a Delaware limited partnership ("LFR3 OP"). Roma, ASIC, VB, and LFR3 OP are collectively referred to as the "Parties," and individually referred to as a "Party."
MEMBERSHIP INTEREST TRANSFER AGREEMENT BY AND AMONGMembership Interest Transfer Agreement • September 6th, 2018 • Louisiana
THIS MEMBERSHIP INTEREST TRANSFER AGREEMENT (this “Agreement”), dated as of September , 2018 (the “Execution Date”), is made and entered into by and among BIOMEDICAL RESEARCH FOUNDATION OF NORTHWEST LOUISIANA, a Louisiana nonprofit corporation (“BRF”), and OCHSNER LSU HEALTH SYSTEM OF NORTH LOUISIANA, a Louisiana nonprofit corporation (“OLHS-NL”). OLHS-NL and BRF are sometimes individually referred to herein as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • August 5th, 2015 • Viavi Solutions Inc. • Semiconductors & related devices • Delaware
This MEMBERSHIP INTEREST TRANSFER AGREEMENT (“Agreement”) is made effective as of July 31, 2015 (the “Effective Date”) by and between JDS Uniphase Corporation, a Delaware corporation which is anticipated to be renamed Viavi Solutions, Inc. (the “Transferor”) and Lumentum Inc., a Delaware corporation (the “Transferee”).
Private & Confidential Dated 6 October 2009 ____________________________________ AMCIC CAPE HOLDINGS LLC and BIRD ACQUISITION CORP. (1) (2) ____________________________________ MEMBERSHIP INTEREST TRANSFER AGREEMENT for the transfer of membership...Membership Interest Transfer Agreement • March 10th, 2010 • Excel Maritime Carriers LTD • Deep sea foreign transportation of freight
Clause Page 1 Definitions and interpretation 1 2 Conditions precedent 3 3 Agreement to sell the Christine Membership Interests 4 4 Consideration 4 5 Completion 4 6 The Warranties 6 7 Dealing with and voting on the Christine Membership Interests 8 8 Entire agreement 8 9 Announcements and confidentiality 8 10 Waivers and releases 9 11 Miscellaneous 9 12 Notices 10 13 Assignment 10 14 Governing law and agent for service of process 11 15 Jurisdiction 11
AGREEMENT TO TRANSFER MEMBERSHIP INTERESTMembership Interest Transfer Agreement • March 6th, 2008 • Trackpower Inc • Radio broadcasting stations • New York
AGREEMENT (“Agreement”) dated as of February 29, 2008 (the “Effective Date”), among (a) TRACKPOWER, INC. (the “Assignor”), a Wyoming corporation having an address at 3565 King Road, Suite 102, King City, Ontario, Canada L7B 1M3, (b) SOUTHERN TIER ACQUISITION II LLC (“Southern”), a New York limited liability company having an address at c/o Newmark Knight Frank, 125 Park Avenue, New York, New York 10017, and (c) ONEIDA ENTERTAINMENT LLC (“Oneida”), a Delaware limited liability company having an address at c/o Plainfield Asset Management LLC, 55 Railroad Avenue, Greenwich, Connecticut 06830 (Southern and Oneida hereinafter referred to herein collectively as the “Assignee”). The Assignor, Southern and are sometimes referred to herein, each as a “Party” and, collectively, the “Parties”.
EXCO HOLDING (PA), INC. 12377 Merit Drive, Suite 1700 Dallas, Texas 75251Membership Interest Transfer Agreement • May 4th, 2011 • Exco Resources Inc • Crude petroleum & natural gas
Reference is made in this Sixth Amendment to (a) that certain Membership Interest Transfer Agreement by and between EXCO Holding (PA), Inc. (“EXCO”) and BG US Production Company, LLC (“BG”), dated as of May 9, 2010 (as it may have been amended from time to time, the “MITA”) and (b) that certain Joint Development Agreement, by and between BG Production Company (PA), LLC (“BGPA”), BG Production Company (WV), LLC (“BGWV”), EXCO Production Company (PA), LLC (“EXCOPA”), EXCO Production Company (WV), LLC (“EXCOWV”), and EXCO Resources (PA), LLC (“Operator” and, together with the foregoing, the “JDA Parties”), dated as of June 1, 2010 (as it may have been amended from time to time, the “JDA”). Capitalized terms used in this Sixth Amendment but not otherwise defined in this letter agreement shall have the meaning given to such terms in the MITA.
MEMBERSHIP INTEREST TRANSFER AGREEMENT by and among SEMMATERIALS, L.P., and SEMMATERIALS ENERGY PARTNERS, L.L.C. effective as ofMembership Interest Transfer Agreement • April 10th, 2009 • SemGroup Energy Partners, L.P. • Pipe lines (no natural gas)
This Membership Interest Transfer Agreement (this “Agreement”), dated as April 7, 2009, to be effective as of 11:59 PM CDT on March 31, 2009 (the “Effective Date”), is by and between SemMaterials Energy Partners, L.L.C., a Delaware limited liability company (“SMEP”), and SemMaterials, L.P., an Oklahoma limited partnership (“SemMaterials”). SemMaterials and SMEP are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
MEMBERSHIP INTERESTS TRANSFER AGREEMENT in relation toMembership Interest Transfer Agreement • September 29th, 2022 • Ysmd, LLC
