Economic Interest Prior to Title Transfer Sample Clauses

Economic Interest Prior to Title Transfer. 2.7.1 Notwithstanding that the SS/L Contract calls for performance from SS/L to APT only, APT acknowledges and agrees that, prior to the time that title to the Satellite is transferred by SS/L to Loral Orion pursuant to the SS/L Contract, Loral Orion has a vested economic interest in the SS/L Contract, including but not limited to work-in-progress thereunder, to the extent of the following: (i) the reduction in APT's purchase price for the Satellite and other deliverable items under the SS/L Contract, effected by Amendment No. 3 to the SS/L Contract and the Settlement Agreement dated November 16, 2003 between APT, SS/L and Loral Orion; (ii) payments made by Loral Orion to SS/L for the redesign of Ku-band Beam #2 pursuant to Paragraph 5.2 of this Agreement; and (iii) payments made or launch deposits (or other similar prepayments) applied by Loral Orion toward launch services for the Satellite. 2.7.2 APT represents and warrants to Loral Orion that any pledge or assignment of its interest under the SS/L Contract to its lenders shall not extend to Loral Orion rights and interests set forth in Paragraph 2.7.1 above.
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Economic Interest Prior to Title Transfer. 2.6.1 Notwithstanding that the SS/L Contract calls for performance from SS/L to APT only, APT acknowledges and agrees that, prior to the time that title is transferred pursuant to Paragraph 2.5 above, Loral Orion has a vested economic interest in the SS/L Contract, including but not limited to work-in-progress thereunder, to the extent of the following: (i) the reduction in APT's purchase price for the Satellite and other deliverable items under the SS/L Contract, effected by Amendment No. 3 to the SS/L Contract; (ii) payments made by Loral Orion to SS/L for the redesign of Ku-band Beam #2 pursuant to Paragraph 5.2 of this Agreement; (iii) Payments made or launch deposits (or other similar prepayments) applied by Loral Orion toward launch services for the Satellite; and (iv) To the extent that the SS/L Contract is amended to provide for insurance procurement by SS/L, the amount of any Loral Orion payment made toward such insurance. 2.6.2 APT represents and warrants to Loral Orion that any pledge or assignment of its interest under the SS/L Contract to its lenders shall not extend to Loral Orion rights and interests set forth in Paragraph 2.6.1 above.
Sample 1
Economic Interest Prior to Title Transfer. Notwithstanding that the SS/L Contract calls for performance from SS/L to APT only, APT acknowledges and agrees that, prior to the time that title to the Satellite is transferred by SS/L to Loral Orion pursuant to the SS/L Contract, Loral Orion has a vested economic interest in the SS/L Contract, including but not limited to work-in-progress thereunder, to the extent of the following: (i) the reduction in APT's purchase price for the Satellite and other deliverable items under the SS/L Contract, effected by Amendment No. 3 to the SS/L Contract and the Settlement Agreement dated November 16, 2003 between APT, SS/L and Loral Orion; (ii) payments made by Loral Orion to SS/L for the redesign of Ku-band Beam #2 pursuant to Paragraph 5.2 of this Agreement; and (iii) payments made or launch deposits (or other similar prepayments) applied by Loral Orion toward launch services for the Satellite.
Sample 1

Related to Economic Interest Prior to Title Transfer

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares. All rights, ownership and economic benefits of and relating to the Covered Shares shall remain vested in and belong to the Stockholder, and Parent shall have no authority to direct the Stockholder in the voting or disposition of any of the Covered Shares, except as otherwise provided herein.

  • Assignment of Membership Interest A Member may not assign the Member’s interest in the Company except with the written consent of all the other Members of record. Any such consent to assignment automatically entitles the assignee to become a Member. A Member’s membership interest may be evidenced by a certificate of membership interest issued by the Company.

  • Ownership Interest, Etc The Seller shall (and shall cause the Servicer to), at its expense, take all action necessary or desirable to establish and maintain a valid and enforceable undivided percentage ownership or security interest, to the extent of the Purchased Interest, in the Pool Receivables, the Related Security and Collections with respect thereto, and a first priority perfected security interest in the Pool Assets, in each case free and clear of any Adverse Claim, in favor of the Administrator (for the benefit of the Purchasers), including taking such action to perfect, protect or more fully evidence the interest of the Administrator (for the benefit of the Purchasers) as the Administrator, may reasonably request.

  • Ownership Interests The ownership interest of each member of the Company will be expressed in terms of a percentage that is set out in Exhibit A, attached and made part of this Agreement. The total ownership interests of all members will always equal one-hundred percent (100%). The existing members will determine the ownership interest of any new members prior to admission to the Company.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Partnership Interest Except as provided in this Agreement and the Transferor Partnership Agreement, no right (contingent or otherwise) to purchase or acquire the Transferor Partnership Interests held by such Transferor Partner is authorized or outstanding. Except as disclosed on Schedule 5.34, such Transferor Partner owns and holds the Transferor Partnership Interests set forth opposite its name on Schedule I beneficially and of record free and clear of any liens, pledges and encumbrances of any kind whatsoever and free of any rights of assignment of any third party. Prior to the Closing, all liens disclosed on Schedule 5.34 will be paid in full. Upon the Closing, good, valid, marketable, and indefeasible title to such Transferor Partnership Interests shall be vested in the BRI Partnership free and clear of any lien, claim, charge, pledge, encumbrance, limitation, agreement or instrument whatsoever. The provisions of this Section 5.34 shall survive the Closing indefinitely.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Rights of Assignees of Partnership Interests (a) Subject to the provisions of Sections 9.1 and 9.2 hereof, except as required by operation of law, the Partnership shall not be obligated for any purposes whatsoever to recognize the assignment by any Limited Partner of its Partnership Interest until the Partnership has received notice thereof. (b) Any Person who is the assignee of all or any portion of a Limited Partner’s Limited Partnership Interest, but does not become a Substitute Limited Partner and desires to make a further assignment of such Limited Partnership Interest, shall be subject to all the provisions of this Article 9 to the same extent and in the same manner as any Limited Partner desiring to make an assignment of its Limited Partnership Interest.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

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