Common use of Purchase and Sale of the Membership Interest Clause in Contracts

Purchase and Sale of the Membership Interest. Subject to the terms and conditions set forth herein, at the Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, all of Seller’s right, title, and interest in and to the Membership Interest, free and clear of all encumbrances, other than restrictions on transfer arising under applicable state or federal securities laws (the “Transaction”), for $70,000 together with up to $30,000 of liabilities incurred in the ordinary course of business or credits for prepaid expenses (the “Purchase Price”). The Parties agree and acknowledge that Purchaser has paid the Seller a non-refundable deposit of $10,000 (the “Deposit”), which will be credited against the Purchase Price at the Closing. The Purchase Price plus all cash that shall remain on the books as of the Closing Date (the “Cash Reserve”), less the Deposit shall be referred to as the “Remaining Purchase Price.” The Company agrees to record the transfer of the Membership Interest and following such transfer, the Purchaser will be the sole member of the Company.