- INCREASED INTERESTS OF SELLER Sample Clauses

- INCREASED INTERESTS OF SELLER. If Seller owns a greater undivided interest in the Properties than reflected in the Exhibits hereto which results in an increase in value of a portion of the Properties, the party discovering such inaccuracy shall immediately notify the other party and Buyer and Seller shall endeavor to agree upon an amount that will be set-off against the Defect Value of the Defective Interests in accordance with Section 2.02(b)(3) (the "Upward Adjustment"). If Buyer and Seller fail to agree to the Upward Adjustment, Seller may elect to have that portion of the Properties subject to such increase in value excluded from the Properties to be purchased by Buyer.
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- INCREASED INTERESTS OF SELLER. If (a) Seller owns more than the Seller’s Target Acreage in the PUD Properties or (b) Seller owns a weighted average Net Revenue Interest in either the Xxxxx or the PUD Properties that exceeds seventy eight percent (78%), then there will be set-off against the Title Defect Value of the Defective Interests in accordance with Section 2.02(b)(3) (the “Upward Adjustment”), provided, however, that there shall be no Upward Adjustment to the extent that the individual increase would not exceed $15,000 (and to the extent such threshold is exceeded, the entire amount will be credited as an Upward Adjustment), and the value of excess or increased interests do not exceed 0.5% of the Purchase Price (and then only to the extent the entire Upward Adjustment so exceeds 0.5% of the Purchase Price). For the purposes of determining the amount of such Upward Adjustment, if (i) it is determined that the PUD Properties of Seller contain more than the Seller’s Target Acreage, then the Upward Adjustment will be the amount of net mineral acres actually owned by Seller in excess of the Seller’s Target Acreage multiplied by the Per Net Mineral Acre Price, calculated for each Seller based on its undivided Working Interest in the PUD Properties, (ii) the weighted average Net Revenue Interest of Seller in all of the Xxxxx is greater than seventy eight percent (78%), then the Upward Adjustment will be in an amount equal to the Allocated Value for the Xxxxx multiplied by the difference of (a) a fraction, the numerator of which is the actual weighted average Net Revenue Interest of Seller in all of the Xxxxx and the denominator of which is 78%, minus (b) 1, and (iii) the weighted average Net Revenue Interest of Seller in all of the PUD Properties of Seller is greater than seventy eight percent (78%), then the Upward Adjustment will be an amount equal to the Allocated Value for the PUD Properties of Seller multiplied by the difference of (a) a fraction, the numerator of which is the actual weighted average Net Revenue Interest of Seller in all of the PUD Properties of Seller and the denominator of which is 78%, minus (b) 1.

Related to - INCREASED INTERESTS OF SELLER

  • Assigned Interest[s] Assignor[s](5) Assignee[s](6) Aggregate Amount of Commitment for all Lenders(7) Amount of Commitment Assigned Percentage Assigned of Commitment(8) CUSIP Number $ $ % $ $ % $ $ %

  • Protection of Ownership Interests of Buyer (a) Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

  • Protection of Ownership Interests of the Purchasers (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. After the occurrence of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser's request, withhold the identity of such Purchaser in any such notification.

  • Residual Interest and Transfer of Interests 6 Section 3.1. The Residual Interest. 6

  • OWNERSHIP INTERESTS OF INTERESTED PERSONS COMPETITORS. . . . . . . . . . 9 2.28 PAYORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Varying Interests All items of income, gain, loss, deduction or credit shall be allocated, and all distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last calendar day of the period for which the allocation or distribution is to be made. Notwithstanding the foregoing, if during any taxable year there is a change in any Member's Sharing Ratio, the Members agree that their allocable shares of such items for the taxable year shall be determined on any method determined by the Management Committee to be permissible under Code Section 706 and the related Treasury Regulations to take account of the Members' varying Sharing Ratios.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Redemption of Partnership Interests of Ineligible Holders (a) If at any time a Limited Partner fails to furnish an Eligibility Certificate or any other information requested within the period of time specified in Section 4.9, or if upon receipt of such Eligibility Certificate or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is not an Ineligible Holder and who furnishes an Eligibility Certificate to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

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