Contributor Interests definition

Contributor Interests shall have the meaning set forth in the Recitals hereof.
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Examples of Contributor Interests in a sentence

  • The Contributor has been and will be solvent at all times prior to and for the ninety (90) day period immediately following the transfer of the Contributor Interests to the Operating Partnership.

  • Except as contemplated in the Formation Transactions, the Contributor has no commitment or legal obligation, absolute or contingent, to any other Person other than the Company Entities to sell, assign, transfer or effect a sale of any right, title or interest in or to any the Contributor Interests, Contributor Properties or other assets to be conveyed to the Company Entities by the Contributor in accordance with the Formation Transactions.

  • There are no rights to purchase, options or similar rights relating to any of the Contributor Properties or the Contributor Interests.

  • The Contributor has no knowledge of any outstanding order, writ, injunction or decree of any court, Governmental Entity or arbitration against or affecting all or any portion of the Contributor Interests or any Student Housing Entity which in any such case would impair the Contributor’s ability to enter into and perform all of its obligations under the Agreement or would have a Material Adverse Effect.

  • To the Contributor’s knowledge, except for Actions covered by existing policies of insurance, there are no Actions pending or threatened, affecting all or any portion of the Contributor Interests or the Student Housing Entities or the Contributor’s ability to consummate the transactions contemplated hereby or that would have a Material Adverse Effect.

  • There are no rights to purchase, options or similar rights relating to any of the Contributor Interests.

  • The Contributor has no knowledge of any outstanding order, writ, injunction or decree of any court, Governmental Entity or arbitration against or affecting all or any portion of the Contributor Interests which would impair the Contributor’s ability to consummate the Formation Transaction.

  • Except as contemplated in the Formation Transaction, the Contributor has no commitment or legal obligation, absolute or contingent, to any other Person other than the Company Entities to sell, assign, transfer or effect a sale of any right, title or interest in or to any the Contributor Interests.

  • To the Contributor’s knowledge, except for Actions covered by existing policies of insurance and Actions being defended by the Student Housing Entities, there are no other Actions pending or threatened, affecting all or any portion of the Contributor Interests or the Contributor’s ability to consummate the Formation Transaction.

  • Upon the Closing, the Contributor, in exchange for the Contributor Interests (as defined herein), shall receive from the Operating Partnership $1,000,000 of the net proceeds of the IPO in cash or other immediately available funds (the “Exchange Consideration”).

Related to Contributor Interests

  • Contributed Interests has the meaning set forth in the recitals to this Agreement.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Membership Interests has the meaning set forth in the recitals.

  • Seller’s Share of any amount means the greater of: (a) $0 and (b) such amount minus the product of (i) such amount multiplied by (ii) the Purchased Interest.

  • Partnership Assets means all assets, whether tangible or intangible and whether real, personal or mixed (including, without limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Subject Interests means Assignor’s undivided interests in the Subject Lands, as determined prior to giving effect to this Conveyance (or as may be made part of the Subject Interests pursuant to Section 3.1 or 3.2 of the Development Agreement), whether as lessee under leases, as an owner of the Subject Minerals (or the right to extract such Minerals) or otherwise, by virtue of which undivided interests Assignor has the right to conduct exploration, drilling, development and Mineral production operations on the Subject Lands, or to cause such operations to be conducted, or to participate in such operations by paying and bearing all or any part of the costs, risks and liabilities of such operations, to drill, test, complete, equip, operate and produce xxxxx to exploit the Minerals. The “Subject Interests” (a) may be owned by Assignor pursuant to leases, deeds, operating, pooling or unitization agreements, orders or any other instruments, agreements or documents, recorded or unrecorded, (b) include any and all extensions or renewals of leases covering the Subject Lands (or any portion thereof) obtained by Assignor, or any Affiliate thereof, within six (6) months after the expiration or termination of any such lease, and (c) are subject to the Permitted Encumbrances. For the avoidance of doubt, the “Subject Interests” do not include: (i) Assignor’s interests in the Excluded Assets; (ii) Assignor’s rights to substances other than Minerals; (iii) Assignor’s rights to Minerals (other than Assignee Minerals) under contracts for the purchase, sale, transportation, storage, processing or other handling or disposition of Minerals; (iv) Assignor’s interests in, or rights to Minerals (other than Assignee Minerals) held in pipelines, gathering systems, storage facilities, processing facilities or other equipment or facilities, other than Development Xxxxx; or (v) any additional or enlarged interests in the Development Xxxxx, Subject Lands or Subject Minerals acquired by Assignor after the Closing Time, except (1) to the extent any such additional or enlarged interest becomes a part of the Subject Interests by amendment to this Conveyance pursuant to Section 3.1 or 3.2 of the Development Agreement, (2) as may result from the operation of the terms of the instruments creating the Subject Interests, or (3) as may be reflected in extensions and renewals covered by the preceding sentence.

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:

  • LLC Interests shall have the meaning given to such term in Section 6.1.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • REMIC I Interests The REMIC I Regular Interests and the Class R-I Certificates.

  • Time-share estate means a right to occupy a condominium unit or any of several condominium units during 5 or more separated time periods over a period of at least 5 years, including renewal options, coupled with a freehold estate or an estate for years.

  • Class B Membership Interest means a Class B Membership Interest in Holdings.

  • Contribution Share means, for any Guarantor in respect of any Excess Payment made by any other Guarantor, the ratio (expressed as a percentage) as of the date of such Excess Payment of (i) the amount by which the aggregate present fair salable value of all of its assets and properties exceeds the amount of all debts and liabilities of such Guarantor (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of such Guarantor hereunder) to (ii) the amount by which the aggregate present fair salable value of all assets and other properties of the Borrower and all of the Guarantors other than the maker of such Excess Payment exceeds the amount of all of the debts and liabilities (including contingent, subordinated, unmatured, and unliquidated liabilities, but excluding the obligations of the Borrower and the Guarantors hereunder) of the Borrower and all of the Guarantors other than the maker of such Excess Payment; provided, however, that, for purposes of calculating the Contribution Shares of the Guarantors in respect of any Excess Payment, any Guarantor that became a Guarantor subsequent to the date of any such Excess Payment shall be deemed to have been a Guarantor on the date of such Excess Payment and the financial information for such Guarantor as of the date such Guarantor became a Guarantor shall be utilized for such Guarantor in connection with such Excess Payment. This Section 4.6 shall not be deemed to affect any right of subrogation, indemnity, reimbursement or contribution that any Guarantor may have under applicable law against the Borrower in respect of any payment of Guaranteed Obligations. Notwithstanding the foregoing, all rights of contribution against any Guarantor shall terminate from and after such time, if ever, that such Guarantor shall be relieved of its obligations pursuant to Section 8.4.

  • Purchased Property As defined in Section 2.01(a) of the Pooling Agreement.

  • REMIC II Interests means, collectively, the REMIC II Regular Interests and the Class R-II Certificates.

  • Prior Interests has the meaning set forth in Section 2.4(b).

  • sectional title unit means a unit defined in section 1 of the Sectional Titles Act;

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.