LLC Interest Transferee definition

LLC Interest Transferee has the meaning given in the seventh recital.
Sample 1Sample 2Sample 3
LLC Interest Transferee has the meaning given in the recitals.
Sample 1Sample 2

Examples of LLC Interest Transferee in a sentence

  • The undersigned, the LLC Interest Transferee, hereby acknowledges and certifies to the Initial Member that it has read and understands, and is prepared to cause the Company to comply with, the obligations imposed upon the Company under the Participation Agreement, the Contribution Agreement and the Ancillary Documents (as defined in the Contribution Agreement).

  • This Agreement shall inure to the benefit of, and may be enforced by, the Initial Member, the LLC Interest Transferee and the Company and their respective successors and assigns.

  • On the Closing Date, the LLC Interest Transferee shall pay or cause to be paid to the Initial Member, in accordance with the Master Purchase Agreement, an amount equal to the Groups 6-8 Final Purchase Price, calculated using balances as of the Initial Calculation Date (as defined in the Contribution Agreement) rather than the Closing Date (the “Groups 6-8 Closing Payment”).

  • Contemporaneously with the execution and delivery of this Agreement, the LLC Interest Transferee shall cause to be delivered to the Initial Member and the Company a guaranty in the form attached hereto as Exhibit C, duly executed by OneWest Bank, FSB and HoldCo as Guarantors.

  • Subject to the terms and conditions of this Agreement and the Master Purchase Agreement, the Initial Member hereby sells to the LLC Interest Transferee, and the LLC Interest Transferee hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the LLC Interest for a purchase price equal to the Groups 6-8 Final Purchase Price (as defined below).

  • This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs (in the case of any individual), successors and permitted assigns; provided, however, that the LLC Interest Transferee may not assign this Agreement or any of its rights, interests or obligations hereunder.

  • Contemporaneously with the execution and delivery of this Agreement, the LLC Interest Transferee shall execute and deliver to the Company a joinder to the LLC Operating Agreement in the form attached hereto as Exhibit B.

  • The Initial Member shall also provide to the LLC Interest Transferee reasonable supporting information and documentation that is relied upon in connection with such calculation.

  • No amendment or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and executed by the Initial Member, the LLC Interest Transferee and the Company.

  • Within sixty (60) calendar days following the Closing Date, the LLC Interest Transferee shall prepare and deliver to the Initial Member (i) a copy of the Loan Schedule, updated as of the Closing Date in accordance with the Contribution Agreement, and (ii) a schedule setting forth the calculation contemplated by Section 1(g) (collectively, the “Closing Adjustment Documents”).

Related to LLC Interest Transferee

  • Interest Transfer Amount For any Distribution Date and for any Undercollateralized Group, an amount equal to one month's interest on the applicable Principal Transfer Amount at the weighted average Certificate Interest Rate of the applicable Undercollateralized Group, plus any interest accrued on such Undercollateralized Group remaining unpaid from prior Distribution Dates.

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

  • Principal Stockholder Transferee means any Person who acquires voting stock of the Corporation from the Principal Stockholder (other than in connection with a public offering) and who is designated in writing by the Principal Stockholder as a “Principal Stockholder Transferee.”

  • 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.

  • 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.

  • LLC Interests shall have the meaning given to such term in Section 5.1.3.

  • 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.

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • Subsequent Transferee has the meaning set forth in Section 4.06(b).

  • Eligible Transferee means and include a commercial bank, financial institution or other "accredited investor" (as defined in Regulation D of the Securities Act).

  • Retained Interest Holder Not applicable.

  • 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.

  • Collateral Interest Holder means the entity so designated in the Transfer Agreement.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

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

  • 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.

  • Purchaser Interest means, at any time, an undivided percentage ownership interest (computed as set forth below) associated with a designated amount of Capital, selected pursuant to the terms and conditions hereof in (i) each Receivable arising prior to the time of the most recent computation or recomputation of such undivided interest, (ii) all Related Security with respect to each such Receivable, and (iii) all Collections with respect to, and other proceeds of, each such Receivable. Each such undivided percentage interest shall equal: C / (NRB - AR) where: C = the Capital of such Purchaser Interest. NRB = the Net Receivables Balance. AR = the Aggregate Reserves. Such undivided percentage ownership interest shall be initially computed on its date of purchase. Thereafter, until the Amortization Date, each Purchaser Interest shall be automatically recomputed (or deemed to be recomputed) on each day prior to the Amortization Date. The variable percentage represented by any Purchaser Interest as computed (or deemed recomputed) as of the close of the business day immediately preceding the Amortization Date shall remain constant at all times thereafter.

  • Principal Transfer Amount For any Distribution Date and any Undercollateralized Group, the excess, if any, of the aggregate Class Principal Balance of the Class A Certificates related to such Undercollateralized Group over the aggregate Stated Principal Balance of the Mortgage Loans in such Group.

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

  • Initial Investor Interest means, with respect to any Series of Certificates, the amount stated in the related Supplement.

  • 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:

  • Interest Holder means any Person who holds an Interest, whether as a Member or as an unadmitted assignee of a Member.

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

  • Class A Shareholder means a holder of Class A Shares;

  • Post-Event Transferee shall have the meaning set forth in Section 7(e) hereof.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.