Dual Interests It is understood that some person or persons may be directors, officers, or shareholders of both the Fund and Price Associates (including Price Associates’ affiliates), and that the existence of any such dual interest shall not affect the validity of this Agreement or of any transactions hereunder except as otherwise provided by a specific provision of applicable law.
Additional Interests If any Pledgor shall at any time acquire or hold any additional Pledged Interests, including any Pledged Interests issued by any Subsidiary not listed on Schedule I hereto which are required to be subject to a Lien pursuant to a Pledge Agreement by the terms hereof or of any provision of the Revolving Credit Agreement (any such shares being referred to herein as the “Additional Interests”), such Pledgor shall deliver to the Administrative Agent for the benefit of the Revolving Secured Parties (i) a Pledge Agreement Supplement in the form of Exhibit A hereto with respect to such Additional Interests duly completed and executed by such Pledgor and (iii) any other document required in connection with such Additional Interests as described in Section 2(c). Each Pledgor shall comply with the requirements of this Section 21 concurrently with the acquisition of any such Additional Interests or, in the case of Additional Interests to which Section 6.14 of the Revolving Credit Agreement applies, within the time period specified in such Section or elsewhere in the Revolving Credit Agreement with respect to such Additional Interests; provided, however, that the failure to comply with the provisions of this Section 21 shall not impair the Lien on Additional Interests conferred hereunder.
Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.
Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.
Beneficial Interests This Agreement shall inure to the benefit of and be enforceable by Executive's personal and legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If Executive should die while any amounts are still payable to him hereunder, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive's devisee, legatee, or other designee or, if there be no such designee, to Executive's estate.
Fractional Interests In computing adjustments under this Section 4, fractional interests in Common Stock shall be taken into account to the nearest one one-hundredth (1/100th) of a share.
Assigned Interest[s] Assignor[s]6 Assignee[s]7 Aggregate Amount of Revolving Credit Facility8 Amount of Revolving Credit Commitment/ Revolving Credit Loans Assigned Percentage Assigned of Revolving Credit Facility9 CUSIP Number $ $ % $ $ % $ $ % 6 List each Assignor, as appropriate. 7 List each Assignee and, if available, its market entity identifier, as appropriate. 8 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 9 Set forth, to at least 9 decimals, as a percentage of the Revolving Credit Facility. Assignor[s]10 Assignee[s]11 Aggregate Amount of Term Loans for all Lenders12 Amount of Term Loans Assigned Percentage of Term Loans13 CUSIP Number $ $ % $ $ % 10 List each Assignor, as appropriate. 11 List each Assignee and, if available, its market entity identifier, as appropriate. 12 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 13 Set forth, to at least 9 decimals, as a percentage of the Term Loans of the Term Facility. [7. Trade Date: __________________]14 Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: [NAME OF ASSIGNOR] By: [NAME OF ASSIGNOR] By: Title: [NAME OF ASSIGNEE] By: Title: [NAME OF ASSIGNEE] By: Title: 14 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. 15 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). 16 Add additional signature blocks as needed. Include both Fund/Pension Plan and manager making the trade (if applicable). [Consented to and]17 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to and]18 Accepted: BANK OF AMERICA, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]19 Accepted: XXXXX FARGO BANK, N.A., as a Swing Line Lender and L/C Issuer By: Title: [Consented to and]20 Accepted: CAPITAL ONE, NATIONAL ASSOCIATION, as a Swing Line Lender and L/C Issuer By: Title: 17 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement. 18 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 19 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. 20 To be added only if the consent of the Swing Line Lender and L/C Issuer is required by the terms of the Credit Agreement. [Consented to:]21 EMPIRE STATE REALTY OP, L.P. By: Title: 21 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement.
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.
Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.
All Other Transfers and Exchanges of Beneficial Interests in Global Securities In connection with all transfers and exchanges of beneficial interests in any Global Security that is not subject to Section 2.2(b)(i), the transferor of such beneficial interest must deliver to the Registrar (1) a written order from an Agent Member given to the Depository in accordance with the applicable rules and procedures of the Depository directing the Depository to credit or cause to be credited a beneficial interest in another Global Security in an amount equal to the beneficial interest to be transferred or exchanged and (2) instructions given in accordance with the applicable rules and procedures of the Depository containing information regarding the Agent Member account to be credited with such increase. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Securities contained in this Indenture and the Securities or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Security pursuant to Section 2.2(g).
