LLC INTEREST. A Member has no interest in property owned by the LLC. The LLC interest is personal property.
LLC INTEREST. As soon as practical following the Effective Date, the Company shall grant to Employee an interest in AG Home Health LLC, which shall be treated for federal income tax purposes as a profits only interest and shall represent an interest in 6.5% of the future profits of the Company (the “Profits Interest”). Such Profits Interest means the right to share in any cash or property distributions made by AG Home Health LLC, after the return of the Contributed Capital to, and the payment of a preferred return of 5.0% per annum on the Contributed Capital of, Xxxxxx Xxxxxx & Company, LP and/or its affiliates, and Eureka Capital Partners, LLC and/or its affiliates. The vesting of the Profits Interest shall be in accordance with the schedule attached hereto as Schedule A. For illustrative purposes, attached hereto as Schedule B is a description of the payments of the preferred return and the distributions of Contributed Capital and Profits Interest to be made by AG Home Health LLC. “Contributed Capital” shall mean the contributed cash capital of Xxxxxx Xxxxxx & Company, LP and/or its affiliates, and Eureka Capital Partners, LLC and/or its affiliates, and credits for any expenses related to the transactions contemplated by the Merger Agreement paid prior to the Effective Date by Xxxxxx Xxxxxx & Company, LP and/or its affiliates, or Eureka Capital Partners, LLC and/or its affiliates.
LLC INTEREST. Borrower is not in default of any duty or obligation required in connection with the LLC Interest. All amounts and all Capital Calls owed in connection therewith have been fully paid.
LLC INTEREST. Borrower breaches any material provision of the LLC Agreement or fails to make any Capital Contributions; or the LLC Interest is terminated or action is commenced to terminate the LLC Interest.
LLC INTEREST. An Assignment and Assumption of the LLC Interest to the Company in the form attached hereto as Exhibit D.
LLC INTEREST. The membership interest of Distribution Center of Kentucky LLC, a Delaware limited liability company (the “LLC”).
LLC INTEREST. All of Seller’s rights, title and interest in and to the LLC Interest. Seller shall make any owner’s manuals or warranties in Seller’s possession relating to the use or operation of the Tangible Personal Property held by the LLC available to Buyer at the Facility as of the Closing Date.
LLC INTEREST. The LLC Interest constitutes all of the equity ownership of and membership interest in the LLC. The LLC is a single member limited liability company duly organized, validly existing and in good standing under the laws of Delaware, and has all requisite limited liability company power to own, operate and hold the Tangible Personal Property. The Seller had all requisite corporate power and authority to transfer ownership of the Tangible Personal Property to the LLC, and such transfer of ownership was duly authorized by all necessary corporate action on the part of Seller. Seller has, and Buyer at the Closing will acquire, good and valid title to the LLC Interest free and clear of Liens. The LLC has, or on the Closing Date will have, good title and ownership to the Tangible Personal Property, free and clear of all Liens other than Permitted Liens.
LLC INTEREST. Borrower will not do any of the following without the prior written consent of Lender: (i) withdraw capital or borrow from the Company or receive any Distributions except as expressly permitted under the “Distributions” Section above or in Exhibit A; (ii) vote or agree to dissolve the Company; (iii) vote or agree to make any material amendments to the LLC Agreement; (iv) waive, or suspend any right to collect, any Distributions or take any action which would adversely affect Borrower’s right to any Distributions or Borrower’s right to collect any Distributions; or (v) waive any material default under or breach of the LLC Agreement. Borrower will: (i) perform and observe all provisions of the LLC Agreement applicable to Borrower; (ii) maintain and enforce the LLC Agreement; and (iii) satisfy all Capital Calls now or hereafter received by Borrower.
LLC INTEREST. In consideration for the contribution and transfer of the HPI Transferred Assets and the assumption of the HPI Assumed Liabilities, the Company shall issue to Transferor the LLC Interest. The LLC Interest shall be delivered as provided in Section 4.
