Payments in Respect of Membership Interests of XX Sample Clauses

Payments in Respect of Membership Interests of XX xxx. The ----------------------------------------------------- XX.xxx Operating Agreement provides that after the provision for payment of obligations, expenses of liquidation and setting up reserves, the board of directors shall thereafter distribute the remaining assets of XX.xxx to the members of XX.xxx in proportion to the positive Capital Account (as defined in the XX.xxx Operating Agreement) balances in the members' respective Capital Accounts determined after giving effect to all contributions and distributions for all periods, and after taking into account all Capital Account adjustments for the XX.xxx taxable year during which the liquidation occurs. After taking into account the foregoing factors, the Capital Accounts of each member of XX.xxx as of October 28, 2000 are as listed in Schedule 3 hereto, therefore entitling the members, based upon the book value of XX.xxx as of October 28, 2000, to the dissolution amounts set forth in Schedule 3. After updating the numbers in Schedule 3 to reflect applicable adjustments to the Capital Accounts and the fair value of XX.xxx through the date of the distribution of assets under this paragraph (a)(v) (which adjustments shall be determined in the sole discretion of the President of XX.xxx based on the advice of XX.xxx's independent valuation expert), the officers of XX.xxx shall pay, in cash or in kind, as they shall determine in their sole discretion, the amounts to which such members are entitled based upon such adjusted Capital Accounts under the terms of the XX.xxx Operating Agreement, all as soon as practicable after the dissolution of XX.xxx in accordance with paragraph (a)(i) above. It is understood and agreed that in effectuating the distribution pursuant to this paragraph (a)(v), ZB Holdings will first receive an amount of assets equal to the value of the liabilities it assumed pursuant to paragraph (a)(iii) above, and the remaining assets will be distributed to the members of XX.xxx in proportion to the positive Capital Account balances in the members' respective Capital Accounts. In furtherance of the foregoing, effective immediately upon the dissolution of XX.xxx in accordance with paragraph (a)(i) above, XX.xxx hereby grants, sells, conveys, assigns, transfers, sets over to, and vests in ZB Holdings, its successors and assigns, all of XX.xxx's right, title and interest, legal and equitable, in and to all of the assets other than cash of XX.xxx, including, without limitation, all of its rights ...
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Related to Payments in Respect of Membership Interests of XX

  • Assignment of Membership Interests The Assignment of Membership Interests shall have been fully executed and delivered to Purchaser.

  • Transfers of Membership Interests Except as set forth in this Article 9 or elsewhere in this Agreement, no Investor may Transfer all or any part of such Investor’s Shares; provided, however, that an Investor may, with the prior written consent of the Manager, which consent may be withheld or denied for any reason, and upon compliance with this Article 9, Transfer all or a portion of such Investor’s Shares. In the case of any attempted or purported Transfer of a Share not in compliance with this Agreement, the transferring Investor may be designated as a “Defaulting Member”. Notwithstanding the foregoing, unless agreed to by the Manager in writing, no Investor may enter into, create, sell or Transfer any financial instrument or contract the value of which is determined in whole or in part by reference to the Fund (including the amount of Fund distributions, the value of the Fund Assets, or the results of Fund operations), within the meaning of Section 1.7704-1(a)(2)(i)(B) of the Regulations.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 6.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 8.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 7.19.

  • 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.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Transfers of Limited Partnership Interests 9.1 Restrictions on Transfer of Limited Partnership Interests.

  • Redemption of Partnership Interests of Non-citizen Assignees (a) If at any time a Limited Partner or Assignee fails to furnish a Citizenship Certification or other information requested within the 30-day period specified in Section 4.9(a), or if upon receipt of such Citizenship Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner or Assignee is not an Eligible Citizen, the Partnership may, unless the Limited Partner or Assignee establishes to the satisfaction of the General Partner that such Limited Partner or Assignee is an Eligible Citizen or has transferred his Partnership Interests to a Person who is an Eligible Citizen and who furnishes a Citizenship Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Partnership Interest of such Limited Partner or Assignee as follows:

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

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