Sold Interests definition

Sold Interests means the Class A Sold Interest and the Class B Sold Interest.
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Sold Interests has the meaning set forth in the Recitals.
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Sold Interests. As defined in Section 3.1.
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Examples of Sold Interests in a sentence

  • 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.

  • 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.

  • 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.

  • Except as described in reasonable detail in Section 4.02(i) of the Gadsden Disclosure Letter, there is no litigation, arbitration, claim, investigation, suit, action or proceeding pending or, to the Knowledge of Gadsden, threatened against or affecting any of the REIT or OPCO or any of their respective property or threatened against or affecting any of the REIT or OPCO that questions the right and authority of any of the REIT or OPCO to enter into this Agreement or to acquire the Sold Interests.

  • 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).

  • The Sold Interests will be purchased at the Closing subject to the Subject Liens.

  • 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.

  • There are no silent partnerships in respect of the Company and no third party owns any indirect participations (Unterbeteiligung) in any of the Sold Interests or in the revenues or profits of the Company.

  • 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”).

  • 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.

Related to Sold Interests

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

  • Leasehold Interests means all of each Loan Party’s right, title and interest in and to, and as lessee of, the premises identified as leased Real Property on Schedule 4.4 hereto.

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

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

  • Purchased Interest means, at any time, the undivided percentage ownership interest 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 interest shall be computed as:

  • Assigned Interests has the meaning set forth in Section 2 hereof;

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

  • 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.

  • Allocated interests means the following interests allocated to each unit:

  • Offered Interests has the meaning set forth in Section 8.5(a).

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

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

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

  • 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.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Leasehold interest means the interest of the lessor or the lessee under a lease contract.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • 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.

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

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

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Subject Properties has the meaning specified in Section 5.13(a).

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Purchased Units means, with respect to a particular Purchaser, the number of Common Units equal to the aggregate Purchase Price set forth opposite such Purchaser’s name under the column titled “Purchase Price” set forth on Schedule A hereto divided by the Common Unit Price.

  • 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.