Purchased Membership Interests definition

Purchased Membership Interests has the meaning set forth in the Recitals.

Purchased Membership Interests has the meaning ascribed thereto in Section 2.1;

Purchased Membership Interests has the meaning specified in the second recital of this Agreement.

Examples of Purchased Membership Interests in a sentence

• Purchaser also understands that the Purchased Membership Interests are being offered and sold pursuant to an exemption from registration contained in the Securities Act and any such State or other jurisdictions’ securities or blue sky laws based in part upon Purchaser’s and the Company’s representations contained in this Agreement.

• All transfer, registration, stamp, documentary, sales, use and similar Taxes, any penalties, interest and additions to Tax, and fees incurred in connection with the purchase of the Purchased Membership Interests, shall be the responsibility of and be timely paid by Purchaser.

• Concurrently with the execution and pursuant to the terms of this Agreement, Sellers hereby sell, transfer, assign, convey and deliver to Purchaser the Purchased Membership Interests, and Purchaser hereby purchases, acquires and accepts the Purchased Membership Interests, in each case, free and clear of all Liens.

• Seller has full and complete authority to transfer the Purchased Membership Interests and is conveying clear and unencumbered title thereto.

• Buyer and Seller shall request that the Company allocate all items of Company income, gain, loss, deduction or credit attributable to the Purchased Membership Interests for the taxable year of the Closing using the interim closing of the books method.

More Definitions of Purchased Membership Interests

Purchased Membership Interests means all of the Membership Interests (other than the Contributed Membership Interests, as such number of Membership Interests may be adjusted in accordance with the definition thereof).

Purchased Membership Interests has the meaning set forth in the recitals to this Agreement.

Purchased Membership Interests means, collectively, all of the issued and outstanding Membership Interests.

Purchased Membership Interests as set forth in Recital B.

Purchased Membership Interests means the membership interests of Vanco to be purchased by CG Acquisition pursuant to the Acquisition Documents.

Purchased Membership Interests has the meaning set forth in the Recitals. “Purchase Price” has the meaning set forth in Section 2.2.

Purchased Membership Interests means 60% of the Xxxxx Properties Membership Interests, of which 31% is held by Z. Xxxxx Xxxxx and 29% is held by Xxx Xxxxxxx.