Remaining Interests Sample Clauses

Remaining Interests. As of the Effective Time, the Units and general partner interests in the Partnership held by the Purchasing Group as set forth on Section 2.1(b) of the Parent Disclosure Schedule (collectively, the “Remaining Interests”) shall be unchanged and remain outstanding as Units or general partner interests in the Partnership, as applicable, and no consideration shall be delivered in respect thereof. Immediately after the Effective Time, the Remaining Interests will constitute the only outstanding partnership interests of the Surviving Entity.
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Remaining Interests. Without limiting the generality of the foregoing, the interest of Seller, whether now owned or hereafter acquired by operation of law, in any of the above, even though such interest may be incorrectly described in or omitted from Exhibit “A” (collectively, the “Remaining Interests”), including, but not limited to, interests in or derived from all oil, gas and mineral leases and leaseholds, fee and mineral interests, overriding royalties and all other interests of whatsoever character, insofar as the same cover or relate to the Lands, even though said interests or Lands may be incorrectly described in or omitted from Exhibit “A”. The term “Properties” shall not include, and Seller shall retain, all liability for all Litigation (as defined in Section 4.1[d]), if any, pending or threatened in writing before any court or governmental agency as of the date of Closing (as defined in Paragraph 7.1), to the extent it relates to the period of time prior to the Effective Date (collectively, the “Retained Obligations”).
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Remaining Interests. All other rights and interests in, to or under or derived from the Subject Property, even though the same may be improperly described in or omitted from the Exhibits. It is the express intent of the parties that all of Seller's right, title and interest in any and all oil and gas properties described on Exhibits "A", "B" or "C" be assigned to Buyer hereunder.
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Remaining Interests. All other rights and interests in, to or under or derived from the Subject Property, even though the same may be improperly described in or omitted from the Exhibits. It is the express intent of the parties that all of Seller's right, title and interest in and to the Leases, Contracts, Easements, Equipment, Permits, Xxxxx or Units , and interests appurtenant thereto, be assigned to Buyer hereunder; and
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Remaining Interests. All other rights and interests in, to, or under, or derived from the Assignor's interests in or related to the Assets, even if improperly described in this definition or omitted from the
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Remaining Interests. Immediately prior to the Closing, Prometheus shall either (i) acquire all the Remaining Interests or (ii) if requested by Buyers, cause such Remaining Interests to be conveyed directly by the holders of such Remaining Interests to Buyers or their designees (such Remaining Interests in each case to be conveyed free and clear of all Encumbrances).
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Remaining Interests. All of Seller's night, title and interest in all other rights and interests 'in, to or under or derived from the Subject Property, even though improperly described in or omitted from the Exhibits.
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Remaining Interests. Right, title and interest in, to or under or derived from the Interests [defined as all of the above described interests], even though improperly described in or omitted from Exhibit "a" hereto. AND FURTHER, all right, title and interest of Seller received in that Assignment, Conveyance and Xxxx of Sale from Xxxxxxxx & Associates, LLC to Apache Canyon Gas, L.L.C., effective June 28, 1999, recorded at Document No. 640675, Book 981, Page 129 in the official records of Las Animas County, Colorado. To Wit: An undivided fifty percent (50%) interest in that Oil and Gas Lease dated June 28, 1999, between MGP Enterprises, L.P., as Lessor, and Xxxxxxxx & Associates, LLC, as lessee, covering seven tracts of land totaling 17,381.84 acres as described therein and reproduced as Exhibit "b" attached hereto, in Las Animas County, Colorado (commonly known as the "Lorencito Tract"). A Memorandum of Oil and Gas Lease was filed with respect to such lease in Book 978, Page 793 of the official records of Las Animas County, Colorado (the "MGP Lease"). PROVIDED, HOWEVER, that Seller makes no representation or warranty as to the validity of the MGP Lease. Seller, by making the conveyance, does not imply that the MGP Lease is valid, and Purchaser does not rely on the continued validity of the MGP Lease in the acceptance of same; however, Purchaser shall receive all right, title, and interest which Seller may own in the MGP Lease, if any. -------------------------------------------------------------------------------- EXHIBIT A/A-1 WELL # REV INT WELL NAME 8789008.06 42.0% LORENCITO 10-9-34-66 Total 8789037.06 42.0% LORENCITO 00-00-00-00 Total 8789039.06 42.0% LORENCITO 1-17-34-66 Total 8789015.06 42.0% LORENCITO 00-00-00-00 Total 8789012.06 42.0% LORENCITO 12-3-34-66 Total 8789009.06 42.0% LORENCITO 12-9-34-66 Total 8789038.06 42.0% LORENCITO 00-00-00-00 Total 8789027.06 42.0% LORENCITO 14-8-34-66 Total 8789022.06 42.0% LORENCITO 00-00-00-00 Total 8789028.06 42.0% LORENCITO 2-8-34-66 Total 8789007.06 42.0% LORENCITO 2-9-34-66 Total 8789017.06 42.0% LORENCITO 3-22-34-66 Total 8789014.06 42.0% LORENCITO 4-10-34-66 Total 8789005.06 42.0% LORENCITO 4-16-34-66 Total 8789034.06 42.0% LORENCITO 4-17-34-66 Total 8789029.06 42.0% LORENCITO 4-8-34-66 Total 8789026.06 42.0% LORENCITO 5-3-34-66 Total 8789036.06 42.0% LORENCITO 6-15-34-66 Total 8789016.06 42.0% LORENCITO 8-16-34-66 Total 8789033.06 42.0% LORENCITO 9-17-34-66 Total 8789023.06 42.0% LORENCITO 9-8-34-66 Total 8789021.06 37.8% LOR...
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Remaining Interests. Right, title and interest in, to or under or derived from the Interests [defined as all of the above described interests], even though improperly described in or omitted from Exhibit "A" hereto.
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Related to Remaining Interests

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

  • Competing Interests Neither the Selling Persons, nor any director, manager, officer or management-level employee of Sellers, nor any Affiliate of the Selling Persons (each, a “Related Party”): (a) owns, directly or indirectly, an interest in any Person that is a competitor, customer or supplier of Sellers (in respect of the Business) or that otherwise has material business dealings with Sellers (in respect of the Business); or (b) is a party to, or otherwise has any direct or indirect interest opposed to Sellers under, any Business Contract or other business relationship or arrangement.

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

  • 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.

  • 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.

  • Remaining Assets All remaining assets of the Company shall be distributed to the Holders in accordance with Section 4.2(b) by the end of the Taxable Year of the Company during which the liquidation of the Company occurs (or, if later, 90 days after the date of the liquidation). All distributions in kind to the Holders shall be made subject to the liability of each distributee for costs, expenses and liabilities theretofore incurred or for which the Company has committed prior to the date of termination, and those costs, expenses and liabilities shall be allocated to the distributees pursuant to this Section 11.2. The distribution of cash and/or property to a Holder in accordance with the provisions of this Section 11.2 constitutes a complete return to the Holder of its Capital Contributions and a complete distribution to the Holder of its interest in the Company and all of the Company’s property and constitutes a compromise to which all Members have consented within the meaning of the Act. To the extent that a Holder returns funds to the Company, it has no claim against any other Holder for those funds.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

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

  • Conflicting Interests If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

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