Transferred LLC Interest definition

Transferred LLC Interest has the meaning given that term in the recitals. “Transferred LLC Interest Sale Agreement” has the meaning given that term in the recitals.
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Examples of Transferred LLC Interest in a sentence

  • As to the Private Owner, the initial Capital Account shall correspond to that portion of the Capital Account of the Initial Member that is attributable to the Transferred LLC Interest (as defined in the Transferred LLC Interest Sale Agreement) acquired by the Private Owner pursuant to the Transferred LLC Interest Sale Agreement.

  • If for any reason, without fault of the Initial Member, the Private Owner fails to consummate the purchase of the Transferred LLC Interest, upon the terms and conditions set forth in this Agreement, the Initial Member’s liquidated damages, and sole and exclusive remedy, shall be to retain the Xxxxxxx Money Deposit.

  • Such Member hereby acknowledges that, except as is otherwise expressly provided in this Agreement, the Transferred LLC Interest Sale Agreement, or the Contribution Agreement, none of the Initial Member or the FDIC or any Affiliate of either, or any of their respective officers, directors, employees, agents or contractors, makes or has made any representation or warranty regarding the Company, the LLC Interest or the Loans or the value of any Underlying Collateral.

  • In connection with the Transferred LLC Interest Sale Agreement, Private Owner acquired from the Initial Member the Transferred LLC Interest representing a forty percent (40)% equity interest in the Company in exchange for the Transferred LLC Interest Sale Price.

  • On the Closing Date, the Initial Member and the Private Owner shall fund, as Capital Contributions to the Company, the Working Capital Reserve Account in accordance with the provisions of Section 12.11 hereof and Section 1 of the Transferred LLC Interest Sale Agreement, which funds shall be used for payment of Working Capital Expenses in accordance with the provisions in such Section 12.11 and as otherwise permitted pursuant to the Custodial and Paying Agency Agreement.

  • In connection with the Transferred LLC Interest Sale Agreement, Private Owner acquired from the Initial Member the Transferred LLC Interest representing a forty percent (40%) equity interest in the Company in exchange for the Transferred LLC Interest Sale Price.

  • Capitalized terms used, and not otherwise defined, in this Transferee Acknowledgement and Certification have the meanings given in the Transferred LLC Interest Sale Agreement.

  • Capitalized terms used herein without definition are used as defined in the Transferred LLC Interest Sale Agreement.

  • On the Closing Date, the Initial Member shall deposit the Initial Member Development Funding Account Deposit into the Initial Member Development Funding Account from the proceeds of the sale of the Private Owner Interest pursuant to the Transferred LLC Interest Sale Agreement.

  • Subject to the terms and conditions of this Agreement, the Initial Member hereby sells to the Private Owner, and the Private Owner hereby purchases from the Initial Member, all of the Initial Member’s right, title and interest in and to the Transferred LLC Interest for a purchase price of $218,203,500.00 (the “Transferred LLC Interest Sale Price”).

Related to Transferred LLC Interest

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • 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.

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

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

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

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Pledged LLC Interests means all right, title and interest of any Grantor as a member of any LLC and all right, title and interest of any Grantor in, to and under any LLC Agreement to which it is a party.

  • 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:

  • transferred vote means a vote derived from a ballot document on which a second or subsequent preference is recorded for the candidate to whom that ballot document has been transferred, and

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

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • L/C Interest shall have the meaning ascribed to such term in Section 3.6 hereof.

  • Residual Ownership Interest Any record or beneficial interest in the Class R Certificates.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

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

  • Transferred IP means all Intellectual Property and Intellectual Property Rights owned (whether exclusively, jointly with another Person, or otherwise) by Seller that is used in, or necessary for, or arises out of the operation of the Websites and Transferred Business as currently conducted, including all Intellectual Property Rights in or pertaining to the Transferred Website Content.

  • Transferred Shares means all or any portion of a Member’s Shares that the Member seeks to Transfer.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • Pledged Trust Interests means all interests in a Delaware business trust or other trust including, without limitation, all trust interests listed on Schedule 4.4(A) under the heading “Pledged Trust Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such trust interests and any interest of such Grantor on the books and records of such trust 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 trust interests.

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

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

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