DBJV Interest definition

DBJV Interest has the meaning set forth in the Recitals.
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DBJV Interest means 100% of the limited liability company interests of DBJV.
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Examples of DBJV Interest in a sentence

  • None of the DBJV Assets or the DBJV Interest is subject, in whole or in part, to any Preference Right or Transfer Requirement which may be applicable to the transactions contemplated by this Agreement, except as set forth on Schedule 4.4.

  • The XXX Parties are acquiring the DBJV Interest for their own account and not with a present intent to transfer or otherwise distribute the DBJV Interest to any other Person in violation of applicable securities Laws.

  • Schedule 4.20 lists all insurance policies separately maintained by (or on behalf of) the Seller with respect to DBJV, the DBJV Assets and the DBJV Interest.

  • The Seller hereby agrees that, from time to time, at the request of the Buyer and without further consideration, it will execute and deliver to the Buyer such other deeds, bills of sale, instruments of conveyance, assignment and transfer, and notices, affidavits and acknowledgements, and take such action as the Buyer may reasonably require, to effectively convey, transfer, and assign to the Buyer, and to put the Buyer in possession of the DBJV Interest.

  • The Buyer has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the DBJV Interest.

  • The Buyer is not acquiring the DBJV Interest with a view to or for sale in connection with any distribution thereof in violation of the Securities Act or any state securities Laws.

  • The XXX Parties recognize that investment in the DBJV Interest involves substantial risks.

  • Except as specifically set forth in this Article 5, or in the agreements, instruments, documents and certificates to be delivered by the Xxxxxxxx Parties at Closing pursuant to this Agreement, the Xxxxxxxx Parties make no, and disclaim any, representation and warranty, express or implied, as to any matter whatsoever relating to the Xxxxxxxx Parties, the DBJV Interest, the DBJV Assets, the DBJV COOA or any other matter relating to the transactions contemplated by this Agreement.

  • Except as set forth on Schedule 4.8, the DBJV Assets, the DBJV Interest and DBJV are, and the ownership and operation of DBJV, the DBJV Interest and the DBJV Assets are, in compliance with the provisions and requirements of all Laws of all Governmental Entities having jurisdiction with respect to DBJV, the DBJV Interest or the DBJV Assets, or the ownership, operation, development, maintenance, or use of any thereof, except for such failures to so comply that would not have a Material Adverse Effect.

  • The Parties acknowledge that WMGS’ conveyance at Closing of its interest in and to the DBJV Interest will cause a termination of DBJV Tax Partnership as illustrated by Internal Revenue Service Revenue Ruling 99-6, and that the DBJV Assets will no longer be considered to be a partnership for federal or state income tax purposes once such conveyance is complete.

Related to DBJV Interest

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • Asset Interest is defined in Section 2.1(b).

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • L/C Interest shall have the meaning ascribed to such term in Section 3.6 hereof.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Class P Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Class R-I Interest The uncertificated Residual Interest in REMIC I.

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

  • Income interest means the right of an income beneficiary to receive all or part of net income, whether the terms of the trust require it to be distributed or authorize it to be distributed in the trustee's discretion.

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • Purchased Interest means, at any time, the undivided percentage ownership interest of the Purchasers 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 ownership interest shall be computed as:

  • Class R-4 Interest The uncertificated Residual Interest in REMIC 4.

  • Class B Interest Each of the Class B-1 and Class B-2 Interests.

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Trust Interest means an account owner's interest in the trust created by a participating trust

  • Intercompany Interest means an Interest in a Debtor held by another Debtor.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • GP Interest means: (i) with respect to any limited partnership, a unit of general partnership interest in such partnership; and (ii) with respect to a McNeil Partnership, the units of general partnership interest held by the general partner of such McNeil Partnership and all of the rights in respect thereof, including not only the general partner's proportionate interest of the profits and losses of that McNeil Partnership based on the general partner's capital contribution but also the rights and other assets (if any) corresponding to such McNeil Partnership which are being contributed to the applicable New GP LLC at the direction of the Company in accordance with Article II hereof.

  • Class R-II Interest The uncertificated Residual Interest in REMIC II.

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