Examples of Revenue Participation Rights in a sentence
For the avoidance of doubt, nothing herein shall restrict the Company from incurring unsecured Indebtedness or Indebtedness secured by assets that are not Product Collateral or Revenue Participation Rights.
Notwithstanding anything herein to the contrary, Company shall not enter into any contracts or arrangement or otherwise knowingly take any action or knowingly fail to act in a manner that would, individually or in the aggregate, reasonably be expected to materially and adversely affect the Purchasers’ interest in the Revenue Participation Rights or the security interests granted hereunder or under the other Transaction Documents.
Notwithstanding anything herein or in the 2020 Agreement to the contrary, the Seller shall not enter into any contracts or arrangements or otherwise knowingly take any action or knowingly fail to act in a manner that would, individually or in the aggregate, reasonably be expected to materially and adversely affect the Buyer’s interest in the Revenue Participation Rights or the Back-Up Security Interest.
At the Closing and upon the terms and subject to the conditions of this Agreement, the purchase price to be paid as consideration to the Target for the sale, transfer, assignment and conveyance of the Revenue Participation Rights to the Buyer is [REDACTED], non-creditable and non-refundable, in cash and payable in U.S. dollars in immediately available funds (the “Revenue Participation Purchase Price”).
Except pursuant to the Intercreditor Agreement or any Permitted Intercreditor Agreement as in effect from time to time, the claims and rights of the Purchasers created by any Transaction Document in and to the Revenue Participation Rights are not and shall not be contractually subordinated in right of payment to any creditor of Company or any other Person.
The original Revenue Participation Rights Agreement (the “Agreement”) although not fully executed and signed by both parties is acknowledged to have been entered into in 2018; however, due to certain extenuating circumstances the Parties agreed to delay any obligation of MJ Holdings until the 2020 accounting for the late 2019 harvest.
Immediately upon the sale to the Buyer by the Target of the Revenue Participation Rights pursuant to this Section 2.1, the Target relinquishes all title and control over the Revenue Participation Rights and all of the Target’s right, title and interest in and to the Revenue Participation Rights shall terminate, and all such right, title and interest shall vest in the Buyer.
Immediately upon the sale to the Purchasers by Company of the Revenue Participation Rights pursuant to this Section 2.1, all of Company’s right, title and interest in and to the Revenue Participation Rights and the Revenue Payments shall terminate, and all such right, title and interest shall vest in the Purchasers.
The Seller shall have received a valid, properly executed Internal Revenue Service Form W-8EXP certifying that the Buyer is a “controlled entity” of a foreign government within the meaning of Section 892 of the Code and the payments with respect to the Revenue Participation Rights are within the scope of the exemption granted by Section 892 of the Code.
Notwithstanding any provision in this Agreement to the contrary, the Buyer is only agreeing, on the terms and conditions set forth in this Agreement, to purchase, acquire and accept the Revenue Participation Rights and is not assuming any liability or obligation of the Company or the Target of whatever nature, whether presently in existence or arising or asserted hereafter.