Transferred Interests. If any Membership Interest (or portion thereof) is sold, assigned or transferred during any Fiscal Year, then Profit, Loss, each item thereof and all other items realized by the Company during such Fiscal Year shall be divided and allocated between the Members by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Members.
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....24 9.9
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. 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. Other than the Transferred Interests, the Purchased Assets do not include any ownership interests, partnership interests, membership interests or capital stock held by Sellers in any Person. Schedule 4.31 identifies as to the Transferred Interests: (a) the type of organization of each Joint Venture Entity (e.g., corporation, limited partnership, limited liability company, etc.) and the state of such entity’s organization; (b) the type of interest to be transferred (e.g., membership, partnership, stock, etc.); (c) the ownership percentage of such interest held by the applicable Seller as compared to the total outstanding interests in each Joint Venture Entity; (d) all other Persons holding an interest in each Joint Venture Entity and the percentage interest held by each such other Person; and (e) all consents necessary to transfer the Transferred Interests to Buyer. Sellers own and hold good and beneficial interest in and to the Transferred Interests, and, except as provided on Schedule 4.31, free and clear of all Encumbrances, restrictions, rights of first refusal, voting trusts, voting agreements, buy/sell agreements, preemptive rights or any other interest. The Transferred Interests have been duly authorized and are validly issued, fully-paid and non-assessable. Sellers have provided Buyer with true and complete copies of the organizational documents (i.e., articles of incorporation, bylaws, partnership agreements, articles of organization, regulations, etc.) of all Joint Venture Entities in which Sellers hold the Transferred Interests. The Transferred Interests were issued to and acquired by Sellers in material compliance with all applicable state and federal securities Laws.
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. For purposes of this Section 3.2, if any Member transfers any Interest in the Company during any quarter of any Allocation Year, Net Income or Net Loss attributable to such transferred Interest for that quarter will be divided and allocated between the Transferor and Transferee in proportion to the number of days during the quarter that each was the owner of the Interest transferred.
Transferred Interests. (a) Sellers have disclosed to Purchaser prior to the Signing Date, true and complete copies of the Material Contracts, including all amendments thereto, in effect on the Signing Date.
