Membership Interest Assignment Agreement definition

Membership Interest Assignment Agreement has the meaning assigned to such term in Section 1.2(a)(i).
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Membership Interest Assignment Agreement means that certain membership interest assignment agreement, substantially in the form attached hereto as Exhibit B.
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Membership Interest Assignment Agreement means the assignment agreement with respect to the Membership Interest substantially in the form attached hereto as Exhibit B.
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Examples of Membership Interest Assignment Agreement in a sentence

  • Assuming the Purchaser has the requisite power and authority to be the lawful respective owner of the Equity Interests, upon delivery to the Purchaser at the Closing of the Membership Interest Assignment Agreement and Stock Powers duly executed by the Sellers, and the Purchaser’s payment of the Purchase Price, good and valid title to the Equity Interests of such Seller shall pass to the Purchaser, free and clear of any Encumbrances other than those arising from acts of the Purchaser.

  • Assuming the Purchaser has the requisite power and authority to be the lawful respective owner of the Membership Interest, upon delivery to the Purchaser at the Closing of the Membership Interest Assignment Agreement duly executed by the Sellers, and the Purchaser’s payment of the Closing Purchase Price, good and valid title to the Membership Interest of such Seller shall pass to the Purchaser, free and clear of any Encumbrances other than those arising from acts of the Purchaser.

  • Assignor and Assignee have executed this Membership Interest Assignment Agreement effective as of the date first above written.

  • Except as provided in Section 3.1(a), neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party.

  • Xxxxxxx Title: Senior Vice President This Membership Interest Assignment Agreement (this “Assignment”) is made and entered into this day of , 201 , by and between NBL Midstream, LLC, a Delaware limited liability company (“Assignor”) and CNX Gas Company LLC, a Delaware limited liability company (“Assignee”).

  • This calculation assumes an equal time in school and out of school.

  • Noble Holdings shall deliver to Buyer a duly executed Membership Interest Assignment Agreement in the form attached as Exhibit A (the “Membership Interest Assignment Agreement”) and such other appropriate instruments of transfer with respect to the NBLM Interests and any other documents, if any, reasonably necessary or appropriate to sell, assign, transfer and convey to Buyer all right, title and interest in and to the NBLM Interests.

  • At the Closing, Seller shall deliver to the Purchaser, a duly executed Membership Interest Assignment Agreement in the form attached hereto as Exhibit “B”.

  • This Membership Interest Assignment Agreement (this “Assignment”) is made and entered into by Sulus LLC, an Oregon limited liability company (“Assignor”), and SPI Solar Inc., a Delaware Corporation (“Assignee”), effective as of_____ , 20__ (the “Closing Date”).

  • This Release also does not waive any rights Employee may have pursuant to that certain Membership Interest Assignment Agreement by and between Employee and certain Xxxxx & Xxxxx entities dated as of October 22, 2010, relating to membership interest in Xxxxx & Xxxxx Apartment Management, LLC.


More Definitions of Membership Interest Assignment Agreement

Membership Interest Assignment Agreement means the Membership Interest Assignment Agreement dated as of the Closing Date, by and between the Seller and Purchaser, pursuant to which Seller sells, transfers, conveys, assigns and delivers the Company Interests to Purchaser, in form set forth as Exhibit 1.
Sample 1
Membership Interest Assignment Agreement has the meaning set forth in Section 2.3(b)(i)(C).
Sample 1
Membership Interest Assignment Agreement means the membership interest assignment agreement substantially in the form ofExhibit B hereto. “Membership Interests” has the meaning set forth in the recitals.
Sample 1
Membership Interest Assignment Agreement means that certain membership interest assignment agreement, to be dated as of the Closing Date and effective as of immediately following the Closing, and to be executed by Seller to consummate the sale, conveyance, transfer, assignment and delivery to Purchaser of the Transferred Interest, in the form attached hereto as Exhibit A.
Sample 1

Related to Membership Interest Assignment Agreement

  • IP Assignment Agreement has the meaning set forth in Section 3.2(a)(iii).

  • Purchase Agreement Assignment means the Purchase Agreement and Engine Warranties Assignment [________], dated as of even date with the Participation Agreement, between Lessee and Owner Trustee.

  • Qualified assignment agreement means an agreement providing for a qualified assignment within the meaning of section 130 of the Internal Revenue Code.

  • Patent Assignment Agreement means the Patent Assignment Agreement attached hereto as Exhibit G.

  • Trademark Assignment Agreement has the meaning set forth in Section 2.01.

  • Assignment Agreements The following Assignment, Assumption and Recognition Agreements, each dated as of March 29, 2006, whereby certain Servicing Agreements solely with respect to the related Mortgage Loans were assigned to the Depositor for the benefit of the Certificateholders:

  • Assignment and Conveyance Agreement As defined in Subsection 6.01.

  • Collateral Assignment Agreement has the meaning set forth in Section 10.05.

  • MCIP Agreement means the Agreement for the Development of a Joint County Industrial and Business Park (2010 Park) dated as of December 1, 2010, as amended, between the County and Xxxxxxxx County, South Carolina, as the same may be further amended or supplemented from time to time, or such other agreement as the County may enter with respect to the Project to offer the benefits of the Special Source Revenue Credits to the Company hereunder.

  • First Assignment means: the relevant Assignment; orif, prior to the relevant Assignment:

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Assignment of Management Agreement means the Assignment of Management Agreement and Subordination of Management Fees, dated the same date as this Loan Agreement, among Borrower, Lender and Property Manager, including all schedules, riders, allonges and addenda, as such Assignment of Management Agreement may be amended from time to time, and any future Assignment of Management Agreement and Subordination of Management Fees executed in accordance with Section 6.09(d).

  • Consent Agreement means this Consent Agreement, duly signed and concluded between the Commission and the Respondent, as contemplated in section 40(1) of the Act.

  • Addendum and Assignment Agreement The Addendum and Assignment Agreement, dated as of January 31, 1995, between MLCC and the Master Servicer.

  • Assignment of Recognition Agreement With respect to a Cooperative Loan, an assignment of the Recognition Agreement sufficient under the laws of the jurisdiction wherein the related Cooperative Unit is located to reflect the assignment of such Recognition Agreement.

  • Assignment/Amendment We reserve the right to change this Service Agreement (including the price or to charge an additional fee) and to delegate any of Our obligations at Our sole discretion provided We give You thirty (30) days’ prior written notice of the changes. The changes will become effective thirty (30) days after We send You the notice. If You do not like the changes, You may cancel this Service Agreement. You may not change this Service Agreement or delegate any of Your obligations. Should certain terms or conditions in this Service Agreement be held to be invalid or unenforceable, the remainder of the terms and conditions in this Service Agreement shall remain valid. Transfer: This Service Agreement is not transferable by You. Responsibility for benefits owed to You: This is not an insurance policy; it is a Service Agreement. HomeServe will serve as Your point-of-contact for all questions or concerns. Our obligations under this Service Agreement are insured under a service contract reimbursement insurance policy. If We fail to pay or to deliver service on a claim within sixty (60) days after proof of loss has been filed, or in the event You cancel this Service Agreement and We fail to issue any applicable refund within sixty (60) days after cancellation, You are entitled to make a claim against the insurer, Virginia Surety Company, Inc., 000 Xxxx Xxxxxxx Xxxx., 11th Floor, Chicago, IL 60604, 0-000-000-0000. Our Liability: To the fullest extent permitted by applicable law, (1) You agree that We and HomeServe, and both of our respective parents, successors, affiliates, approved technicians and our and their officers, directors, employees, affiliates, agents, contractors or similar parties acting on behalf of either Us or HomeServe shall not be liable to You or anyone else for: (a) any actual losses or direct damages that exceed the lowest applicable per repair benefit limit set out above relating to any repairs performed by Us, HomeServe or on behalf of either Us or HomeServe or services provided hereunder giving rise to such loss or damage; or (b) any amount of any form of indirect, special, punitive, incidental or consequential losses or damages, damages based on anticipated or lost profits, wages, or revenue, or damages based on diminution in value or a multiple of earnings, including those caused by any fault, failure, delay or defect in providing any repairs performed by Us, HomeServe or on behalf of either Us, or HomeServe or services provided under this Service Agreement, regardless of whether such damages were foreseeable and whether or not We or HomeServe or anyone acting on behalf of either Us or HomeServe have been advised of the possibility of such damages (the damages listed in clauses (a) and (b), collectively the “Excluded Damages”); and (2) these limitations and waivers shall apply to all claims and all liabilities and shall survive the cancellation or expiration of this Service Agreement. You may have other rights that vary from state to state.

  • Lender Assignment Agreement means an assignment agreement substantially in the form of Exhibit D hereto.

  • Put Option Agreement has the meaning set forth in the recitals.

  • Designation Agreement means a designation agreement entered into by a Lender (other than a Designated Bidder) and a Designated Bidder, and accepted by the Agent, in substantially the form of Exhibit D hereto.

  • Payment Agreement means a written agreement which provides

  • Conveyance Agreement means the Conveyance Agreement Master Securitization Terms Number 1000, dated February 29, 2008, as amended and reaffirmed from time to time, among the Master Depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of the Master Depositor, VL Funding, as the depositor, Deutsche Bank Trust Company Americas (as successor in interest to The Bank of New York Mellon Trust Company, National Association, formerly known as The Bank of New York Trust Company, N.A.), as eligible lender trustee for the benefit of VL Funding, and Xxxxxx Xxx, Inc., as master servicer, together with each executed Purchase Agreement (as defined therein), each executed Xxxx of Sale (as defined therein) and all attachments thereto.

  • Lock-Up Agreement means the Lock-Up Agreement, dated as of the date hereof, by and among the Company and the directors and officers of the Company, in the form of Exhibit B attached hereto.

  • Equity Purchase Agreement means that certain Amended and Restated Purchase Agreement, dated as of March 17, 2008, among the Borrower and the several “Investors” named therein, including all exhibits and schedules thereto, as in effect on the Original Effective Date.

  • Formation Agreement has the meaning attributed to it in Recital A;

  • Intellectual Property Assignment Agreement means, with respect to each Specified Business, an agreement in form and substance reasonably acceptable to Seller and Buyer, providing for the assignment of the Transferred Intellectual Property Related to such Specified Business.