Transferred Interests Sample Clauses

Transferred Interests. Except as set forth on Schedule 4.01(e), such Seller holds of record and owns beneficially the Transferred Interests owned by such Seller, free and clear of any Liens, except for any restrictions on sales of securities under applicable securities laws and the Company’s Organizational Documents. The Transferred Interests owned by Fox OP and Fox River, respectively, constitute one hundred percent (100%) of the Ownership Interests in the Company. Upon consummation of the Closing, the Purchaser will acquire good and valid title to the Transferred Interests, free and clear of any Liens, except for any restrictions on sales of securities under applicable securities laws and the Company’s Organizational Documents. Except for this Agreement, there are no (i) outstanding subscriptions, warrants, options, purchase rights, calls or commitments of any character relating to or entitling any Person to purchase or otherwise acquire the Equity Interests or other securities or equity or voting interests of the Company, (ii) outstanding securities, instruments or obligations that are or may be convertible into or exercisable or exchangeable for any Ownership Interests in the Company or (iii) Contracts under which the Company may become obligated to sell or otherwise issue any Ownership Interests. Neither Seller is a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any portion of the Transferred Interests.

Transferred Interests. One hundred percent (100%) of the Transferred Interests; and

Transferred Interests. 24 9.8 Accounting Principles; Designated Independent Auditor....

Transferred Interests. In the event all or a portion of an interest in the Company is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred interest.

Transferred Interests. Distributions of Company assets in respect of an Interest in the Company shall be made only to the persons or entities who, according to the books and records of the Company, are the holders of record of the Interests in respect of which such distributions are made on the actual date of distribution. The Company, the Members, the members of the Management Committee and the Officers shall not incur any liability for making distributions in accordance with the provisions of the preceding sentence, whether or not the Company, the Members, the members of the Management Committee or the Officers have knowledge or notice of any Transfer or purported Transfer of ownership of any Interest in the Company.

Transferred Interests. If any Interest is transferred, or is increased or decreased by reason of the admission of a new Member, or otherwise, during any Fiscal Year of the Company, each item of income, gain, loss, deduction, or credit of the Company for such Fiscal Year allocable, and cash or Company property which is distributable, to the holder of such Interest for such Fiscal Year shall be allocated and distributed based on a method consistent with Section 706(d) of the Code. All requirements of the Code and Treasury Regulations (including Section 752 and related Treasury Regulations) shall be applied in any reasonable manner approved by the President after consultation with the Company’s accountants.

Transferred Interests. Evidence of the assignment and transfer of the Transferred Interests from Fair to Buyer, and the admission of Buyer as a member of Transferred Company upon the assignment of such Transferred Interests, in form and substance reasonably satisfactory to Buyer, accompanied by duly executed equity powers or other similar transfer documents;

Transferred Interests. Following the completion of the Reorganization and at all times through the Closing, the Contributor shall have good and valid title to the Transferred Interests, free and clear of all Liens, except Liens on transfer imposed under applicable securities Laws. Assuming Acquiror has the requisite power and authority to be the lawful owner of the Transferred Interests, upon execution and delivery to Acquiror at the Closing of the Assignment of Transferred Interests, good and valid title to the Transferred Interests will pass to Acquiror in compliance with all applicable federal and state securities laws and free and clear of any Liens, other than Liens on transfer imposed under applicable securities Laws.

Transferred Interests. With respect to Transferred Interests and Additional Accounts, Transferor represents and warrants that: (A) each Transferred Receivable or Underlying Receivable satisfies the criteria for an Eligible Receivable as of the applicable Transfer Date; (B) in order to perfect the transfer hereunder, this Agreement creates a valid and continuing security interest in the Transferred Interests in favor of Buyer, which (x) with respect to Transferred Interests existing as of the Closing Date and thereafter created in the Initial Accounts and the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof, will be enforceable against Transferor upon execution of this Agreement, and with respect to Transferred Interests as of any Addition Date and thereafter created in Additional Accounts and the Related Security and Collections with respect thereto, together with all monies due or to become due and all amounts received or receivable with respect thereto and Insurance Proceeds relating thereto and the proceeds thereof, will be enforceable against Transferor as of the applicable Addition Date, in each case as such enforceability may be limited by applicable Debtor Relief Laws, now or hereafter in effect, and by general principles of equity (whether considered in a suit at law or in equity) and (y) upon filing of the financing statements described in Section 2.1 and, in the case of Transferred Interests thereafter created, upon the creation thereof, will be prior to all other Liens (other than Permitted Encumbrances); (C) the Transferred Interests constitute “accounts”, “general intangibles” or “chattel paper” within the meaning of UCC Section 9-102; (D) immediately prior to the conveyance of the Transferred Interests pursuant to this Agreement, Transferor owns and has good and marketable title to, or has a valid security interest in, the Transferred Interests free and clear of any Lien, claim or encumbrance of any Person (other than Permitted Encumbrances); (E) all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Transferor in connection with the conveyance by Transferor of the Transferred Interests to Buyer have been duly obtained, effected or given and are in full force and effect; (F) Transfero...