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. 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. Upon the terms and subject to the conditions contained herein, on the Closing Date, Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, the Membership Interests, free and clear of all Liens other than Permitted Liens.
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. 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. Section 1.01
Purchase and Sale of Membership Interests. 1 1.1 Purchase and Sale of Membership Interests of the Company 1 1.2 Consideration for Membership Interests 2 1.3 The Closing 2 1.4 Deliveries at the Closing 3 1.5 Purchase Price Allocation 4 ARTICLE 2. REPRESENTATIONS AND WARRANTIES 5 2.1 Representations and Warranties of Sellers 5 2.2 Representations and Warranties of Buyer and Newco 6 ARTICLE 3. REPRESENTATIONS AND WARRANTIES 7 CONCERNING THE COMPANY 7 3.1 Entity Status 7 3.2 Power and Authority; Enforceability 7 3.3 No Violation 8 3.4 Brokers’ Fees 8 3.5 Capitalization 8 3.6 Records 8 3.7 Subsidiaries 9 3.8 Financial Statements 9 3.9 Subsequent Events 10 3.10 Liabilities 12 3.11 Legal Compliance 12 3.12 Tax Matters 12 3.13 Title to Assets 14 3.14 Real Property 14 3.15 Intellectual Property 15 3.16 Tangible Assets 17 3.17 Inventory 17 3.18 Contracts 17 3.19 Licenses 18 3.20 Receivables 18 3.21 Powers of Attorney 19 3.22 Insurance 19 3.23 Litigation 19 3.24 Labor; Employees 20 3.25 Employee Benefits 21 3.26 Environmental, Health, and Safety Matters 22 3.27 Customers 23 3.28 Suppliers 24 3.29 Affiliate Transactions 24 3.30 Permits 24 3.31 Foreign Corrupt Practices Act Compliance 24 3.32 Bank Accounts 24 3.33 Investment 24 ARTICLE 4. ADDITIONAL AGREEMENTS 25 4.1 General 25 4.2 Cooperation 25 4.3 Litigation Support 25 4.4 JZH Non-Competition 25 4.5 JZH Confidentiality 27 4.6 Press Releases and Announcements 28 4.7 Waiver and Release 28 4.8 Termination of Existing Agreements 29 4.9 Buyer and Newco Stock Certificates 30 4.10 Director and Officer Indemnification 30 4.11 JZH Marks 30 4.12 Tax Matters 31 ARTICLE 5. INDEMNIFICATION 32 5.1 Survival of Representations and Warranties 32 5.2 Indemnification Provisions for Buyer’s Benefit 33 5.3 Indemnification Provisions for Sellers’ Benefit 33 5.4 Indemnification Claim Procedures 34 5.5 Limitations on Sellers’ Indemnification Liability 36 5.6 Indemnification Fund 36 5.7 Other Indemnification Provisions 37 5.8 Non-Recourse Against Individuals 38 ARTICLE 6. DEFINITIONS 38 ARTICLE 7. MISCELLANEOUS 47 7.1 Entire Agreement 47 7.2 Successors 47 7.3 Assignments 47 7.4 Notices 47 7.5 Specific Performance 48 7.6 CONSENT TO JURISDICTION 48 7.7 Time 48 7.8 Counterparts 48 7.9 Headings 48 7.10 Governing Law 48 7.11 Amendments and Waivers 48 7.12 Severability 49 7.13 Expenses 49 7.14 Construction 49 7.15 Incorporation of Exhibits and Schedules 49 7.16 Delivery by PDF and Facsimile 49 ATTACHMENTS Exhibit A – List of Company Members and Membership Interests Ownership Exhibit B – P...
Purchase and Sale of Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller's rights, title and interest in and to the Membership Interests, free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, “Liens”).
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).
