Interest Sale definition
Examples of Interest Sale in a sentence
As to the Private Owner, the initial Capital Account shall correspond to that portion of the Capital Account of the Initial Member that is attributable to the Transferred LLC Interest (as defined in the Transferred LLC Interest Sale Agreement) acquired by the Private Owner pursuant to the Transferred LLC Interest Sale Agreement.
As to the Private Owner, the initial Capital Account will correspond to that portion of the Capital Account of the Initial Member that is attributable to the Private Owner Interest acquired by the Private Owner pursuant to the Private Owner Interest Sale Agreement, together with the Private Owner WCR Account Deposit made pursuant to the Private Owner Interest Sale Agreement.
In connection with the Transferred LLC Interest Sale Agreement, Private Owner acquired from the Initial Member the Transferred LLC Interest representing a forty percent (40)% equity interest in the Company in exchange for the Transferred LLC Interest Sale Price.
Such Member hereby acknowledges that, except as is otherwise expressly provided in this Agreement, the Private Owner Interest Sale Agreement, or the Transfer Agreement, none of the Initial Member or the FDIC or any of their respective Related Persons, makes or has made any representation or warranty regarding the Company, the LLC Interests or the Assets or the value of any Collateral.
The Special Payments Account and the Collection Account constitute the “Trust Accounts” hereunder.
On the Closing Date, the Initial Member and the Private Owner will fund the Working Capital Reserve in an initial principal amount of the WCR Account Deposit as follows: the Initial Member will deposit cash in the amount of the Initial Member WCR Account Deposit, and the Private Owner will deposit cash in the amount of the Private Owner WCR Account Deposit, which deposits will be made in accordance with the applicable provisions of the Private Owner Interest Sale Agreement.
Such Member hereby acknowledges that, except as is otherwise expressly provided in this Agreement, the Transferred LLC Interest Sale Agreement, or the Contribution Agreement, none of the Initial Member or the FDIC or any Affiliate of either, or any of their respective officers, directors, employees, agents or contractors, makes or has made any representation or warranty regarding the Company, the LLC Interest or the Loans or the value of any Underlying Collateral.
On the Closing Date, the Initial Member and the Private Owner must fund, as Capital Contributions to the Company, the Working Capital Reserve Account in accordance with the provisions of Section 12.11 hereof and Section 1 of the Private Owner Interest Sale Agreement, which funds will be used for payment of Working Capital Expenses in accordance with such Section 12.11 and as otherwise permitted pursuant to the Custodial and Paying Agency Agreement.
All representations, warranties, covenants and agreements contained in this Guaranty shall survive (and not be affected in any respect by) the consummation of the transactions contemplated in the LLC Interest Sale Agreement, any investigation conducted by or on behalf of any party hereto and any information which any Beneficiary may receive or have.
In connection with the Transferred LLC Interest Sale Agreement, Private Owner acquired from the Initial Member the Transferred LLC Interest representing a forty percent (40%) equity interest in the Company in exchange for the Transferred LLC Interest Sale Price.