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JV Interest Sample Clauses

JV Interest. (a) EchoStar’s existing indirect membership interest in Port shall become a convertible preferred interest with a value equal to the Fair Market Value; and (b) TerreStar Parent shall receive a common interest in Port with a value equal to the amount of capital contributed in cash by TerreStar Parent which will equal the amounts payable by Port in respect of management services performed by EchoStar and contemplated by Section 2.07, provided that such contribution and the related common interest shall not exceed 2% of the outstanding value of EchoStar’s convertible preferred interest in Port.
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JV InterestThe Parties acknowledge that the JV Interest is a portion of the Property, and that with respect to the JV Sites, the JV Interest will be conveyed instead of fee title to the JV Sites, as generally contemplated by Section 5.9 of this Agreement. Accordingly, the JV Sites will not be deeded to Buyer, the other Closing Documents relating to the JV Sites will be limited or revised accordingly, and the related-party property management agreements with the other member of the entity that owns the JV Sites will not be terminated with respect to the JV Sites (but Seller shall terminate the property management agreements with an Affiliate of Seller prior to or at Closing). The JV Company may, as of the Effective Date, own a separate, dormant subsidiary utilized in connection with the acquisition of the JV Sites and that does not own any interest in the JV Sites (the “JV Acquisition Subsidiary”), but if so the JV Acquisition Subsidiary will be dissolved, convey by or otherwise removed from the JV Company prior to Closing. Closing prorations for the JV Interest will address the economic distributions related to the JV Interest rather than the actual income and expense of the underlying JV Sites. The JV Interest must be purchased in its entirety; no individual JV Sites may be excluded from this transaction. The provisions of this Agreement which, by their terms, are not applicable (or are only applicable on a limited basis) to the JV Interest or the JV Sites will be construed according to the foregoing general provisions, and Agreement of Purchase and Sale Coyote Portfolio the Parties agree to reasonably cooperate to provide an appropriate closing mechanism and process for the JV Interest at the Initial Closing.
JV Interest. The JV Interest consists of the following: (i) thirteen (13) mineral leases covering sixty-one (61) oil and gas xxxxx, including twenty-seven (27) productive oil and gas xxxxx, located on 500 acres in the Crows Run Field in western Pennsylvania; (ii) the option to purchase two (2) mineral leases covering sixteen (16) oil and gas xxxxx, located in the Crows Run Field in western Pennsylvania; (collectively, the “Leases”) (iii) a twelve-and-a-half percent (12.5%) overriding royalty on the production of oil and gas from the Leases in favour of Xxxxx, calculated as a percentage of gross revenue.

Related to JV Interest

  • 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.

  • Lawful Interest It being the intention of Company and Investor to comply with all applicable laws with regard to the interest charged hereunder, it is agreed that, notwithstanding any provision to the contrary in this Note or any of the other Transaction Documents, no such provision, including without limitation any provision of this Note providing for the payment of interest or other charges, shall require the payment or permit the collection of any amount in excess of the maximum amount of interest permitted by law to be charged for the use or detention, or the forbearance in the collection, of all or any portion of the indebtedness evidenced by this Note or by any extension or renewal hereof (“Excess Interest”). If any Excess Interest is provided for, or is adjudicated to be provided for, in this Note, then in such event: 12.1. the provisions of this Section 12 shall govern and control; 12.2. Investor shall not be obligated to pay any Excess Interest; 12.3. any Excess Interest that Company may have received hereunder shall, at the option of Company, be (i) applied as a credit against the principal balance due under this Note or the accrued and unpaid interest thereon not to exceed the maximum amount permitted by law, or both, (ii) refunded to Investor, or (iii) any combination of the foregoing; 12.4. the applicable interest rate or rates shall be automatically subject to reduction to the maximum lawful rate allowed to be contracted for in writing under the applicable governing usury laws, and this Note and the Transaction Documents shall be deemed to have been, and shall be, reformed and modified to reflect such reduction in such interest rate or rates; and 12.5. Investor shall not have any action or remedy against Company for any damages whatsoever or any defense to enforcement of this Note or arising out of the payment or collection of any Excess Interest.

  • Interim Interest If the Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Revolving Loans; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be for the account of such Lender to the extent of such payment.

  • 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.

  • Common Interest All information exchanged between the Parties or between the Parties’ outside patent counsel regarding Prosecution of the Acceleron Patent Rights or Joint Patent Rights shall be deemed Confidential Information. In addition, the Parties acknowledge and agree that, with regard to such Prosecution of the Acceleron Patent Rights or Joint Patent Rights, the interests of the Parties as licensor and licensee are to obtain the strongest patent protection possible, and, as such, are aligned and are legal in nature. The Parties agree and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the Acceleron Patent Rights or Joint Patent Rights, including privilege under the common interest doctrine and similar or related doctrines.

  • Assigned Interest 1 Select as applicable. Assignee Aggregate Amount of Commitment/Loans for all Lenders Amount of Commitment/Loans Assigned Percentage Assigned of Commitment/Loans2 $ $ $ $ $ $ $ $ $ Trade Date: 3 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The Assignee agrees to deliver to the Administrative Agent a completed Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Related Parties or their respective securities) will be made available and who may receive such information in accordance with the Assignee’s compliance procedures and applicable Laws, including Federal and state securities Laws. The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: 2 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 3 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. [Consented to and]4 Accepted: [NAME OF ADMINISTRATIVE AGENT], as Administrative Agent By: Title: [Consented to:]5 [NAME OF RELEVANT PARTY] By: Title: 4 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.

  • 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.

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

  • Assigned Interest[s] Assignor[s]6 Assignee[s]7 Aggregate Amount of Commitment/Loans for all Lenders8 Amount of Commitment/ Loans Assigned Percentage Assigned of Commitment/Loans9 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ______________________________________________]10 ___________________________ 6 List each Assignor, as appropriate. 7 List each Assignee, as appropriate. 8 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 10 To be completed if the Assignor(s) and the Assignee(s) intend that the minimum assignment amount is to be determined as of the Trade Date. SECURE_ENV:\81001700\8\71620.0110 Effective Date: [ ], 20[ ] [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: ______________________________________________ Name: Title: [NAME OF ASSIGNEE] By:_______________________________________________ Name: Title: ________________________________ 11 Add additional signature blocks as needed. 12 Add additional signature blocks as needed. Consented to and Accepted: JPMORGAN CHASE BANK, N.A., Administrative Agent By: ______________________________________________ Name: Title: [Consented to:]13 XXX RESEARCH CORPORATION By: ______________________________________________ Name: Title: _____________________________ 13 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.

  • 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.

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