ProjectCo Interests definition

ProjectCo Interests has the meaning set forth in the Recitals.
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Examples of ProjectCo Interests in a sentence

  • Seller’s obligations under this Agreement to sell ProjectCo Interests and to consummate the Closing are conditioned upon the satisfaction or waiver by Seller of the obligations set forth in Section 2.5 (the “Purchaser Pre-Closing Obligations”).

  • Except as set forth in Section 19.4 of the Disclosure Schedules, ProjectCo has not received any Order affecting ProjectCo, the Project, any Project Assets or ProjectCo Interests.

  • Except as otherwise set forth in this Agreement or any other Transaction Document, neither ProjectCo or any Affiliate or representative of Seller makes any representation or warranty, express or implied, as to ProjectCo Interests, ProjectCo, the Project or the business, Assets, operations, condition (financial or otherwise) or prospects of ProjectCo, or the transactions contemplated by this Agreement.

  • The purchase price for ProjectCo Interests shall be equal to the Base Purchase Price (subject to adjustment as expressly provided herein, the “Contract Price”).

  • Purchaser’s obligations under this Agreement to purchase ProjectCo Interests and to consummate the Closing are conditioned upon the satisfaction or waiver by Purchaser, in Purchaser’s sole discretion, of the obligations set forth in Section 2.2 (the “Seller Pre-Closing Obligations”).

  • For U.S. federal income tax purposes, the Parties shall treat the purchase and sale of the ProjectCo Interests under this Agreement as a purchase and sale of the Project Assets.

  • Neither ProjectCo nor any of its Affiliates has engaged any broker, finder or agent in connection with the Transactions that would result in any claim against Purchaser or any of its Affiliates for any brokerage or finder’s commission, fee or similar compensation or that could result in the imposition of any Lien upon the Project, any of the Project Assets or ProjectCo Interests.

  • If all of the Purchaser Closing Conditions Precedent and all of Seller’s Closing Conditions Precedent are satisfied or waived in writing in accordance with the terms and conditions of this Agreement, Seller shall sell and transfer ProjectCo Interests to Purchaser, and Purchaser shall purchase and accept ProjectCo Interests from Seller, for the Purchase Price on the Closing Date, free and clear of all Liens, except for Permitted Liens.

  • Following certain regulatory approvals, Seller shall sell the ProjectCo Interests to Purchaser, and Purchaser shall purchase the ProjectCo Interests from Seller, in each case, on the terms and subject to the conditions of this Agreement.

  • This Assignment of ProjectCo Interests (this “Assignment”), effective as of ___________, 20___, is entered into by and among [Seller], a [ ] [limited liability company] (“Assignor”), [AESI DevCo], [an Indiana/a Delaware] limited liability company (“Assignee”, and with Assignor, each a “Party” and together the “Parties”) and [ ], LLC, a [ ] limited liability company (the “Limited Liability Company”).

Related to ProjectCo Interests

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

  • Class B Interests As set forth in the Trust Agreement.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

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

  • Preferred Interests means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

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

  • Common Interests of any Person means Capital Interests in such Person that do not rank prior, as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to Capital Interests of any other class in such Person.

  • Subsidiary Interests means, collectively, the issued and outstanding shares of stock of the Subsidiary Debtors as of the Petition Date and any options, warrants or other contractual rights to acquire any shares of stock of the Subsidiary Debtors as of the Petition Date.

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

  • 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.

  • Ownership Interests means, with respect to any entity, any ownership interests in the entity and any economic rights (such as a right to distributions, net cash flow or net income) to which the owner of such ownership interests is entitled.

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

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

  • Project Companies means all Group Project Companies and Non-Group Project Companies together, each being a “Project Company”.

  • Preferred Equity Interests means, with respect to any Person, Equity Interests in such Person which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both.

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

  • Joint Venture Interests means assets of the Company and its Subsidiaries constituting an equity investment in real estate assets or other properties, or in an entity holding real estate assets or other properties, jointly owned by the Company and its Subsidiaries, on the one hand, and one or more other Persons not constituting Affiliates of the Company, on the other hand, excluding any entity or properties (i) which is a Subsidiary or are properties if the co-ownership thereof (if in a separate entity) would constitute or would have constituted a Subsidiary, or (ii) to which, at the time of determination, the Company’s manager at such time or an Affiliate of the Company’s manager at such time provides management services. In no event shall Joint Venture Interests include equity securities that are part of a class of equity securities that are traded on a national or regional securities exchange or a recognized over-the-counter market or any investments in debt securities, mortgages or other Debt.

  • Existing Equity Interests means any Equity Security, including all issued, unissued, authorized, or outstanding shares of capital stock and any other common stock, preferred stock, limited liability company interests, and any other equity, ownership, or profit interests of Mariposa Intermediate, including all options, warrants, rights, stock appreciation rights, phantom stock rights, restricted stock units, redemption rights, repurchase rights, convertible, exercisable, or exchangeable securities, or other agreements, arrangements, or commitments of any character relating to, or whose value is related to, any such interest or other ownership interest in Mariposa Intermediate, whether or not arising under or in connection with any employment agreement and whether or not certificated, transferable, preferred, common, voting, or denominated “stock” or a similar security.

  • Property Owners association" or "association" means an incorporated or unincorporated entity upon

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

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

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.

  • New Equity Interests means the limited liability company

  • Related interests means the interests of a coastal State directly affected or threatened by a wreck, such as:

  • 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.