Effect of Withdrawal and Substitution Sample Clauses

Effect of Withdrawal and Substitution. Effective upon the Closing and the delivery by Purchaser of the Class B Joinder to the Secretary of the Company, pursuant to the terms of the LLC Agreement, the Capital Account of each Seller will be transferred to Purchaser. After the Closing, the portion of the Net Income or Net Losses of the Company and the portions of all other items of income, gain, loss, deduction, or credit allocable to the Class B Preferred Membership Interests of each Seller on or after such date shall be credited or charged, as the case may be, to Purchaser and not to Seller, as provided in Section 8.05(b) of the LLC Agreement. Purchaser shall be entitled to all distributions or payments in respect of its Class B Preferred Membership Interests (not including the payment to Sellers under Section 1.1 hereof) made after the Closing. Notwithstanding anything to the contrary in this Agreement or the LLC Agreement, for the period ending on the Closing Date the aggregate amount of income of the Company (in the form of net profits, taxable income, gain or otherwise) allocated to each Seller in respect of its Class B Preferred Membership Interest shall not exceed the sum of the amount of quarterly cash distributions paid by the Company to such Seller plus the amount of any accrued and unpaid dividends in respect of such Interest for such period prior to the Closing Date.
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Effect of Withdrawal and Substitution. Effective at the Closing, assuming the delivery by Purchaser of the Class B Joinder to the Secretary of the Company, pursuant to the terms of the LLC Agreement, the Company shall cause the Capital Account of each Seller to be transferred to Purchaser. After the Closing, the portion of the Net Income or Net Losses of the Company and the portions of all other items of income, gain, loss, deduction, or credit allocable to the Class B Preferred Membership Interests of each Seller on or after such date shall be credited or charged, as the case may be, to Purchaser and not to Seller, as provided in Section 8.05(b) of the LLC Agreement. Purchaser shall be entitled to all distributions or payments in respect of its Class B Preferred Membership Interests (not including the payment to Sellers under Section 1.1 hereof) made after the Closing.
Sample 1
Effect of Withdrawal and Substitution. As of the effective date hereof, that portion of the Capital Account of MDI Rehab and Middlesex MRI allocable to the MDI Interest and to the MRI Interest, respectively, will be transferred to the Transferee. From and after the effective date hereof, the portion of the Profits or Losses of the Partnership and the portion of all other items of income, gain, loss, deduction, or credit allocable to the MDI Interest and to the MRI Interest on or after such date shall be credited or charged, as the case may be, to the Transferee and not to MDI Rehab and Middlesex MRI. The Transferee shall be entitled to all distributions or payments in respect to the MDI Interest and to the MRI Interest made on or after the effective date hereof, regardless of the source of those distributions or payments or when the same were earned or received by the Partnership. As of June 1, 1999, that portion of the Capital Account of Middlesex MRI allocable to the Assigned Interest shall be transferred to the Transferee.
Sample 1
Effect of Withdrawal and Substitution. As of the Effective Date hereof, the Capital Account of each Assignor will be transferred to its respective Assignee. From and after the Effective Date hereof, the portion of the Profits or Losses of the Company and the portions of all other items of income, gain, loss, deduction, or credit allocable to each Assigned Interest on or after such date shall be credited or charged, as the case may be, to the applicable Assignee and not to its respective Assignor. Such Assignee shall be entitled to all distributions or payments in respect to such Assigned Interest made on or after the Effective Date hereof, regardless of the source of those distributions or payments or when the same was earned or received by the Company. Nothing in this Assignment will affect the allocation to any Assignor of Profits, Losses, and other items of income, gain, loss, deduction, or credit allocable to its Membership Interest and attributable to any period before the Effective Date hereof or any distribution or payments made to such Assignor in respect of its Membership Interest before such date.
Sample 1

Related to Effect of Withdrawal and Substitution

  • Effect of Withdrawal The Company shall not be dissolved by the dissolution or other event of withdrawal of a Member if any Member remains to carry on the business of the Company.

  • Effect of Dissolution Except as otherwise provided in this Agreement, upon the dissolution of the Company, the Sole Member shall take such actions as may be required pursuant to the Act and shall proceed to wind up, liquidate and terminate the business and affairs of the Company. In connection with such winding up, the Sole Member shall have the authority to liquidate and reduce to cash (to the extent necessary or appropriate) the assets of the Company as promptly as is consistent with obtaining fair value therefor, to apply and distribute the proceeds of such liquidation and any remaining assets in accordance with the provisions of Section 8.3, and to do any and all acts and things authorized by, and in accordance with, the Act and other applicable laws for the purpose of winding up and liquidation.

  • Procedure Upon Termination of Trust (a) Notice of any termination pursuant to the provisions of Section 10.1, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to the Paying Agent, the Rating Agencies, the Class R-I, Class R-II and REMIC III Certificateholders mailed no later than ten days prior to the date of such termination. Such notice shall specify (A) the Distribution Date upon which final distribution on the Class R-I, Class R-II and REMIC III Certificates will be made, and upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Class R-I, Class R-II and REMIC III Certificates at the office or agency of the Certificate Registrar therein specified. The Trustee shall give such notice to the Depositor and the Certificate Registrar at the time such notice is given to Holders of the Class R-I, Class R-II and REMIC III Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Class R-I, Class R-II and REMIC III Certificates shall terminate and the Trustee shall terminate, or request the Master Servicer and the Paying Agent to terminate, the Certificate Account and the Distribution Account and any other account or fund maintained with respect to the Certificates, subject to the Paying Agent's obligation hereunder to hold all amounts payable to the Class R-I, Class R-II and REMIC III Certificateholders in trust without interest pending such payment.

  • Procedure Upon Termination of Trust Fund (a) Notice of any termination pursuant to the provisions of Section 7.01, specifying the Distribution Date upon which the final distribution shall be made, shall be given promptly by the Trustee by first class mail to Certificateholders mailed upon (x) the sale of all of the property of the Trust Fund by the Trustee pursuant to Section 7.01(b) or (y) upon the final payment or other liquidation of the last Mortgage Loan or REO Property in the Trust Fund. Such notice shall specify (A) the Distribution Date upon which final distribution on the Certificates of all amounts required to be distributed to Certificateholders pursuant to Section 5.02 will be made upon presentation and surrender of the Certificates at the Corporate Trust Office, and (B) that the Record Date otherwise applicable to such Distribution Date is not applicable, distribution being made only upon presentation and surrender of the Certificates at the office or agency of the Trustee therein specified. The Trustee shall give such notice to the Master Servicer and the Certificate Registrar at the time such notice is given to Holders of the Certificates. Upon any such termination, the duties of the Certificate Registrar with respect to the Certificates shall terminate and the Trustee shall terminate or request the Master Servicer to terminate, the Collection Account it maintains, the Certificate Account and any other account or fund maintained with respect to the Certificates, subject to the Trustee’s obligation hereunder to hold all amounts payable to Certificateholders in trust without interest pending such payment.

  • Purpose; Incorporation by Reference of Auction Procedures and Settlement Procedures (a) On each Auction Date, the provisions of the Auction Procedures will be followed by the Auction Agent for the purpose of determining the Applicable Rate for the of APS, for the next Dividend Period therefor. Each periodic operation of such procedures is hereinafter referred to as an "Auction."

  • Effect of Plan The Award Shares shall constitute Restricted Stock and this grant shall constitute an Award, each as defined in the Company’s Amended and Restated 2014 Flexible Incentive Plan (the “Plan”). This Agreement is expressly subject to the terms and provisions of the Plan and in the event there is a conflict between the terms of the Plan and this Agreement, the terms of the Plan shall control. All undefined capitalized terms used herein shall have the meanings assigned in the Plan. The Award is subject to all laws, approvals, requirements and regulations of any governmental authority which may be applicable thereto.

  • Effect of Vacancies The death, resignation, retirement, removal, bankruptcy, dissolution, liquidation, incompetence or incapacity to perform the duties of a Trustee shall not operate to annul, dissolve or terminate the Trust. Whenever a vacancy in the number of Administrative Trustees shall occur, until such vacancy is filled by the appointment of an Administrative Trustee in accordance with Section 6.6, the Administrative Trustees in office, regardless of their number, shall have all the powers granted to the Administrative Trustees and shall discharge all the duties imposed upon the Administrative Trustees by this Trust Agreement.

  • Application of Trust All money deposited with the Trustee pursuant to Section 11.01 shall be held in trust and, at the written direction of the Company, be invested prior to maturity in U.S. Government Obligations, and applied by the Trustee in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for the payment of which money has been deposited with the Trustee; but such money need not be segregated from other funds except to the extent required by law.

  • Adoption of Procedures State Street and each Fund may from time to time adopt such procedures as they agree upon, and State Street may conclusively assume that no procedure approved or directed by a Fund, a Fund’s or Portfolio’s accountants or other advisors conflicts with or violates any requirements of the prospectus, articles of incorporation, bylaws, declaration of trust, any applicable law, rule or regulation, or any order, decree or agreement by which the Fund may be bound. Each Fund will be responsible for notifying State Street of any changes in statutes, regulations, rules, requirements or policies which may impact State Street responsibilities or procedures under this Agreement.

  • Effect of Bankruptcy, Withdrawal, Death or Dissolution of a General Partner (a) Upon the occurrence of an Event of Bankruptcy as to a General Partner (and its removal pursuant to Section 7.4(a) hereof) or the death, withdrawal, removal or dissolution of a General Partner (except that, if a General Partner is on the date of such occurrence a partnership, the withdrawal, death, dissolution, Event of Bankruptcy as to, or removal of a partner in, such partnership shall be deemed not to be a dissolution of such General Partner if the business of such General Partner is continued by the remaining partner or partners), the Partnership shall be dissolved and terminated unless the Partnership is continued pursuant to Section 7.3(b) hereof. The merger of the General Partner with or into any entity that is admitted as a substitute or successor General Partner pursuant to Section 7.2 hereof shall not be deemed to be the withdrawal, dissolution or removal of the General Partner.

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