Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell to Purchaser, and Purchaser shall purchase and accept from Sellers, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Purchase and Sale of Membership Interests. Subject to the terms and conditions set forth in this Agreement, at the Closing, each Member shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from each Member, all of the Membership Interests owned by such Member.
Purchase and Sale of Membership Interests. On the terms and conditions hereinafter set forth, Seller hereby agrees to sell, assign and convey unto Purchaser and Purchaser hereby agrees to purchase and accept from Seller, all of Seller’s right, title and interest in and to the Membership Interests.
Purchase and Sale of Membership Interests. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Sellers, and Sellers agree to sell to Buyer, all of the membership interests in the Company, free and clear of all Liens (the “Membership Interests”), for the consideration specified in Section 2.2.
Purchase and Sale of Membership Interests. On the Closing Date and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Sellers, and Sellers agree to sell to Buyer, all of the Transferred Interests, free and clear of all Liens, for the consideration specified below in Section 2.02.
Purchase and Sale of Membership Interests. At the Closing and effective as of the Closing Date, (a) Seller will sell, transfer and assign, free and clear of all Liens or Claims whatsoever, all of the Membership Interests to Buyer or its designee or nominee, and (b) Buyer will purchase the Membership Interests from Seller and deliver to Seller the Purchase Price (as defined in Section 1.2).
Purchase and Sale of Membership Interests. Upon the terms and ------------------------------------------- subject to the conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, all of Seller's right, title and interest in and to the Membership Interests of the Company.
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Holdco shall sell to Buyer, and Buyer shall purchase from Holdco, the Membership Interests, free and clear of all Liens (other than restrictions arising under applicable securities Laws or Gaming Laws).
Purchase and Sale of Membership Interests. Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller for $215.0 million, less $89.5 million of outstanding debt obligations under the Xxxxx Credit Facility (the “Purchase Price”) and in accordance with and subject to the terms and conditions set forth in this Agreement, the Membership Interests.
Purchase and Sale of Membership Interests. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined herein) the Members shall sell, transfer, convey, assign, and deliver to the Purchaser, and the Purchaser shall purchase, acquire, and accept from the Members, all of the Member's right, title, and interest in and to the membership interest (also referred to as "ownership units") of the Company (and any evidence of such ownership such as certificates), the purpose being to vest in the Purchaser title to all of the ownership units, right and interest in the Company; the Purchaser thereby becoming the sole member and owner of the Company, and as such indirectly acquiring all of the assets owned and controlled by the Company, inclusive of any and all intellectual property, trade names, patents, copyrights, proprietary information, trade secrets, rolling stock, equipment, inventory, goods, materials of every kind as are used, employed and stored for the purpose of operating the Company's Business.
