Deemed Exchange Sample Clauses
A Deemed Exchange clause defines circumstances under which an exchange of assets, securities, or interests is considered to have occurred, even if no physical or formal transfer takes place. This clause typically applies in situations such as mergers, reorganizations, or conversions, where the legal or beneficial ownership changes by operation of law or contract. For example, if a company restructures and shareholders automatically receive new shares in a successor entity, a deemed exchange is triggered. The core function of this clause is to clarify when tax or legal consequences related to an exchange are recognized, thereby ensuring compliance and reducing ambiguity in complex transactions.
Deemed Exchange. Notwithstanding the otherwise applicable conditions precedent to payments in respect of the Asset Portfolio hereunder, upon the effectiveness of this Agreement in accordance with its terms and the effectiveness of the Closing Date Assignment Agreement in accordance with its terms, each Purchaser shall be deemed to have delivered and released its undivided interests in the “Purchaser Interest” under (and as defined in) the Prior Agreement as of the date hereof in a contemporaneous exchange for the acquisition of the Asset Portfolio hereunder in an amount equal to the outstanding principal amount of all outstanding “Capital” (as defined in the Prior Agreement) advanced in respect of the initial purchase under the Prior Agreement or any subsequent “Incremental Purchase” under and as defined in the Prior Agreement. Such deemed exchange under the Prior Agreement and the initial Purchase hereunder (the “Deemed Exchange”) shall constitute a replacement of all outstanding principal amounts of the outstanding “Capital” made under the Prior Agreement by way of such initial Purchase hereunder.
Deemed Exchange. Notwithstanding the otherwise applicable conditions precedent to payments in respect of the Asset Portfolio hereunder, upon the effectiveness of this Agreement in accordance with its terms and the effectiveness of the Closing Date Assignment Agreement in accordance with its terms, each Purchaser shall be deemed to have delivered and released its undivided interests in the “Purchaser Interest” under (and as defined in) the Prior Agreement as of the date hereof in a contemporaneous exchange for the acquisition of the Asset Portfolio hereunder in an amount equal to the outstanding principal amount of all outstanding “Capital” (as defined in the Prior Agreement) advanced in respect of the initial purchase under the Prior Agreement or any subsequent “Incremental Purchase” under and as defined in the Prior Agreement. Such deemed exchange under the Prior Agreement and the initial Purchase hereunder (the “Deemed Exchange”) shall constitute a replacement of all 737768156 10446458 outstanding principal amounts of the outstanding “Capital” made under the Prior Agreement by way of such initial Purchase hereunder.
Deemed Exchange. (a) Subject to Section 2.4, in the event that:
(i) a Holder has become an Excluded Person; or
(ii) a pledgee of Class B LP Units in connection with a bona fide financing permitted by the provisions of the Partnership Agreement (a "BONA FIDE PLEDGEE") shall have delivered to the Fund, the Trust and the GP a duly executed and completed Notice of Realization, the Class B LP Units held by the Holder who has so become an Excluded Person (in the case of (i)) and the Exchangeable Partnership Units so pledged (in the case of (ii)) shall be deemed to have been exchanged by the Holder (the "DEEMED EXCHANGE") for the Applicable Number of Units for each such Class B LP Unit (A) immediately prior to the date the Holder became an Excluded Person and (B) at 8:30 a.m. on the date of the Notice of Realization, respectively (the "DEEMED EXCHANGE TIME").
(b) Absent an agreement to the contrary, the exchange procedures set forth in Section 2.5 shall apply to a Deemed Exchange but, for greater certainty, with retroactive effect to the Deemed Exchange Time.
(c) Each Holder acknowledges and agrees that, subject as hereinafter provided, none of the Fund, the Trust, the GP, the LP or the Fund's registrar and transfer agent shall in any way whatsoever be liable or responsible for any loss or damage suffered by the Holder, and the Holder indemnifies the Fund, the Trust, the GP, the LP and the Fund's registrar and transfer agent against any loss or damage suffered by any of them, in each case by reason only of a Deemed Exchange contemplated by Section 2.2(i) and the realization of Class B LP Units contemplated thereby. Nothing herein shall be construed, for greater certainty, to release or indemnify the Fund, the Trust, the GP, the LP or the Fund's registrar and transfer agent from any liability to the Holder properly arising by reason of the Fund's, the Trust's, the GP's, the LP's or the Fund's registrar and transfer agent's failure to perform their respective covenants and obligations and otherwise comply with the provisions of, any agreement entered into by them or their affiliates with the Holder or accruing to the benefit of the Holder, including this Agreement, the Partnership Agreement and the Declaration of Trust. Each of the Fund, the Trust, the GP, the LP and the registrar and transfer agent of the Fund shall be entitled, without further independent investigation, to give effect to, act in furtherance of and otherwise acknowledge and recognize such a Deemed Exchange upon re...
Deemed Exchange. Notwithstanding the otherwise applicable conditions precedent to payments in respect of the Asset Portfolio hereunder, upon the Effective Date, each Purchaser shall be deemed to have delivered and released its undivided interests with regard to the Original Asset Interest as of the Effective Date in a contemporaneous exchange for the acquisition of the Asset Portfolio in an amount equal to the aggregate outstanding Original Asset Interest, and each Purchaser’s Asset Portfolio under this Agreement as of the Effective Date shall equal such Purchaser’s aggregate outstanding Original Asset Interest immediately prior to the Effective Date. Such deemed exchange under the Original Agreement and the initial Purchase hereunder shall constitute a replacement of the aggregate outstanding Original Asset Interest by way of such initial Purchase hereunder.
Deemed Exchange. (a) Upon the Effective Date, the Administrative Agent, on behalf of the Purchasers, shall be deemed to have delivered and released its ownership interest in the Asset Portfolio to the Seller in a contemporaneous exchange for the acquisition by the Purchasers of the Asset Interest (as such term is defined in the RPA as amended by this Amendment). After giving effect to such contemporaneous exchange and as consideration for such contemporaneous exchange, (x) the Total Investment (as defined in the RPA as amended by this Amendment) calculated immediately after the Effective Date shall equal the Total Investment calculated immediately prior to the Effective Date and (y) the obligations of the Administrative Agent, the Purchaser Agents and the Purchasers to pay the unpaid Aggregate DPP shall be deemed satisfied and discharged, in each case without any further action on the part of any Person.
(b) Each of the parties hereto hereby acknowledges and confirms the continuing existence and effectiveness of the liens and security interests granted by the Seller to the Administrative Agent under the RPA in the Seller Assets, and further agrees that the execution and delivery of this Amendment and the effectuation of the contemporaneous exchange set forth in Section 3(a) above shall not in any way release, diminish, impair, reduce or otherwise affect such liens or security interests in the Seller Assets.
Deemed Exchange. This Amendment may trigger a “deemed exchange” of the Loans within the meaning of Treasury Regulation Section 1.1001-3. To the extent a “deemed exchange” is triggered, the Borrower will determine the issue price of the Loans, amount of original issue discount, and yield to maturity and make such determinations available to the Administrative Agent (to be disseminated to the Lenders), within 90 days after the Third Amendment Effective Date.
Deemed Exchange. Notwithstanding the otherwise applicable conditions precedent to payments in respect of the Asset Portfolio hereunder, upon the effectiveness of this Agreement in accordance with its terms and the effectiveness of the Closing Date Assignment Agreement in accordance with its terms, each Purchaser shall be deemed to have delivered and released its undivided interests in the “Buyer Interests” under (and as defined in) the Prior Agreement as of the date hereof in a contemporaneous exchange for the acquisition of the Asset Portfolio hereunder in an amount equal to the outstanding principal amount of all