Transferred Units Clause Samples
The 'Transferred Units' clause defines which specific units, assets, or interests are being transferred from one party to another under the agreement. In practice, this clause will detail the identification, quantity, and sometimes the condition or status of the units involved, ensuring both parties are clear on exactly what is included in the transfer. Its core function is to eliminate ambiguity and potential disputes by precisely specifying the subject matter of the transfer.
Transferred Units. Immediately prior to giving effect to the transfer contemplated by this Instrument, Transferor owns, beneficially and of record, the Transferred Units free and clear of any Liens.
Transferred Units. For any taxable year of the Partnership, the portion of any item of income, gain, profit, or loss that is allocable to any Unit which has been transferred during the year in accordance with the provisions of this Agreement will be allocated between the transferor and the transferee of the Unit, based upon the number of days during the year that each was the owner of the Unit pursuant to the provisions of this Agreement. Except as provided in the last sentence of this Section 6.3, the allocation between transferor and transferee will be made without regard to when the item, or any portion of the item, was actually realized by the Partnership, and without regard to whether cash distributions were made to the transferor or transferee of the Unit. Notwithstanding any suggestion to the contrary in this Section 6.3, any item of income, gain, profit, or loss attributable to the sale or other disposition of Partnership assets that is allocable to a Unit that has been transferred will be allocated to the record owner of the Unit as of the time of the sale or other disposition.
Transferred Units. If any Units are transferred, or is increased or decreased by reason of the admission of a new Member or otherwise, during any Fiscal Year, each item of income, gain, loss, deduction, or credit of the Company for such Fiscal Year shall be allocated among the Members, as reasonably determined by the Class A Member in accordance with any method permitted by Code Section 706(d) and the Treasury Regulations promulgated under that Section to take into account the Members varying interests in the Company during such Fiscal Year.
Transferred Units. If any portion of the Partnership Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered or transferred Unit is registered, it shall be a condition to such payment that (i) such Unit shall be properly transferred and (ii) the Person requesting such payment shall pay to the Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Unit or establish to the satisfaction of the Paying Agent that such Taxes have been paid or are not payable.
Transferred Units. If any Unit is transferred during any accounting period in compliance with Article 6, Net Profits, Net Losses, each item thereof, and all other items attributable to the Unit for such period shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the period in accordance with Code Section 706(d), using any conventions permitted by law and selected by the Members. All distributions on or before the date of such transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such allocations and distributions, the Company shall recognize such transfer not later than the end of the calendar month during which it is given notice of such transfer, provided that if the Company does not receive a notice stating the date such Unit was transferred and such other information as the non-transferring Members may reasonably require within thirty (30) days after the end of the accounting period during which the transfer occurs, then all of such items shall be allocated, and all distributions shall be made, to the Person who, according to the books and records of the Company, on the last day of the accounting period during which the transfer occurs, was the owner of the Unit. Neither the Company nor any Member shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 5.3(b), whether or not any Member or the Company has knowledge of any transfer of ownership of any Unit.
Transferred Units. The Transfer Parties confirm that, upon completion of the Appraisal, the vested Class A Common Units in each of the Partnerships comprising the Transferred Units in each Transfer are as follows:
Transferred Units. Seller 2 shall cause the condominium units set forth in Section 6.15 of the Disclosure Schedule owned by CAP LV LLC as of the date of this Agreement to be transferred to New Propco prior to the Closing. Following such transfer, all Existing Propco Property owned by CAP LV will have been transferred to New PropCo.
Transferred Units. From the date hereof until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 6.01 (the “Interim Period”), (i) no ▇▇▇▇▇▇▇ Sellers will transfer, issue, sell, pledge, encumber or dispose of any Transferred ▇▇▇▇▇▇▇ Seller Units, or agree to do any of the foregoing, other than the distribution by ▇▇▇▇▇▇▇ Specialty of Transferred ▇▇▇▇▇▇▇ Seller Units to its members, (ii) WCAS Blocker will not transfer, issue, sell, pledge, encumber or dispose of any WCAS Blocker Common Units, or agree to do any of the foregoing, (iii) no WCAS Seller will transfer, issue, sell, pledge, encumber, or dispose of any WCAS Transferred Blocker Units, or agree to do any of the foregoing, (iv) no Incentive Unit Holder will transfer, issue, sell, pledge, encumber, or dispose of any Incentive Units or Exchanged Units, or agree to do any of the foregoing, and (v) no Health Systems Seller will transfer, issue, sell, pledge, encumber or dispose of any Transferred Health Systems Units, or agree to do any of the foregoing, in each case, without the prior written consent of Buyer.
Transferred Units. In consideration of the sale of the Transferred Units, the LP Buyer agrees to:
(i) pay to each of the LP Sellers for each Transferred Unit owned by such LP Seller, the sum of (A) Seventy-Five Dollars and Fifty-Two Cents ($75.52) PLUS (B) an amount equal to the total amount of accounts receivable of the Partnership, calculated in accordance with generally accepted accounting principles ("GAAP"), which are less than 30 days old on the Closing Date (as hereinafter defined), excluding any amounts owed by High Cash Partners, L.P. ("High Cash") with respect to the Property (as defined below), divided by 187,919 MINUS (C) an amount equal to the total amount of accounts payable by the Partnership, calculated in accordance with GAAP, divided by 187,919 PLUS OR MINUS (D) normal prorations MINUS (E) any distributions received prior to the Closing Date by the Partnership from High Cash above the normal operating cash flow of High Cash, divided by 187,919; and
(ii) assign to the LP Sellers all of the LP Buyer's right, title and interest in and to any distributions paid to the LP Buyer on account of the Class Action, except the distributions set forth in Section 3.2(b) hereof.