Sold Interests definition
Examples of Sold Interests in a sentence
To the extent that Contributor constitutes a Selling Party, Contributor expressly consents to treat the transfer of the Sold Interests as a sale of an interest in the Participating Entity for all federal tax purposes.
To the extent that Contributor constitutes a Selling Party, Contributor expressly agrees and consents to treat the transfer of the Sold Interests as a sale of an interest in the Participating Entity for all federal tax purposes.
Any cash paid to a Contributor pursuant to this Agreement shall be paid only after the receipt of a consent from such Contributor that, for federal income tax purposes, such payment of cash shall be treated as a sale of the Sold Interests by the Contributor that is a Selling Party and a purchase of such Sold Interests by the Operating Partnership for the cash so paid.
The Sold Interests will be purchased at the Closing subject to the Subject Liens.
Purchaser will buy and receive all but not less than all Sold Interests from Sellers, all subject to the terms and conditions of this Agreement (the “Transaction”).
Each Seller Party acknowledges the secured bridge financing of the REIT and OPCO and the obligations of such Person and that the acquisition of the Sold Interests is part of the initial assets or investments of the REIT and OPCO.
The Sold Interests are sold with the right to receive all undistributed profits of the Company for the current business year and prior business years.
Except as described in reasonable detail in Section 4.01(j) of the Seller Disclosure Letter, there is no litigation, arbitration, claim, investigation, suit, action or proceeding pending or, to the Knowledge of Seller, threatened against or affecting any Seller Party or any of their respective property or threatened against or affecting any Seller Party that questions the right and authority of any Seller Party to enter into this Agreement or to effect the Sale of the Sold Interests.
If the Seller or any Originator moves its jurisdiction of organization to a location that imposes Taxes, fees or other charges to perfect the Agent’s and the Purchasers’ interests hereunder or the Seller’s interests under the Purchase Agreement, the Seller will pay all such amounts and any other costs and expenses incurred in order to maintain the enforceability of the Transaction Documents, the Sold Interests and the interests of the Agent and the Purchasers in the Receivables and Collections.
In case that a competent tax authority takes a different view, and the sale and transfer of the Sold Interests, in contrast to the joint view of the Parties, would be subject to VAT, the Purchaser shall be obliged to pay such VAT in addition to the Purchase Price, and the Sellers shall be obliged to provide the Purchaser with an invoice which satisfies the legal requirements for VAT-deduction (Vorsteuerabzug).