Examples of Transferring Owner in a sentence
If the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and the Transferring Owner shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Assets for 60 days following the receipt of the ROFO Response (the “ROFO Negotiation Period”) by the Transferring Owner.
The Partnership shall have 60 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with the Transferring Owner (the “ROFO Response”).
The ROFO Notice shall include any material terms, conditions and details that would be necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with such Transferring Owner, which terms, conditions and details shall at a minimum include any terms, conditions or details that such Transferring Owner would propose to provide to non-Affiliates in connection with the Proposed Transaction.
The number of Owner Shares which each Tag Along Owner may elect to add to the Proposed Transfer shall be determined in accordance with the following formula: (i) the Initial Shares, times (ii) a fraction the numerator of which is the total of the Owners Shares owned by such Tag Along Owner, and the denominator of which is the total Owner Shares owned by the Transferring Owner.
The provisions of Section 3.1 and Section 3.2 shall not apply to a Transfer of Equity Interests by an Owner to an Affiliate of such Owner; provided that a Transferring Owner shall provide the other Owners with sixty (60) days prior written notice of a Transfer to an Affiliate and the Transferring Owner shall pay any applicable transfer taxes (if any).
An election shall be made by all of the Owners, including the Transferring Owner and the purchasing Owner, pursuant to Code Section 1377(a)(2) to treat the Owners as though the taxable year of the Entity during which a Transfer occurs consisted of two (2) taxable years, the first of which ended on the Effective Date of Transfer.
The Seller's option under this Section 6,18(f) shall be exercisable by a written notice to the Transferring Owner (which notice shall be irrevocable and binding on the Seller), given no later than fifteen (15) days from the date of the Transferor's Notice.
If such Transfer by the Transferring Owner is not consummated within such 180-day period, then the provisions of Article V shall be applicable again to such Transfer.
The Transferring Owner shall indemnify and hold harmless the other Owners with respect to the Transferring Owner’s pro rata share of the tax liabilities that may have accrued during the time that the Transferring Owner held Interests.
The compensation of the Owners paid by the Entity or any Affiliate shall not increase, save a cost-of-living adjustment utilizing the Consumer Price Index for All Urban Consumers issued by the United States Department of Labor Bureau of Labor Statistics, without the advance written consent of the Transferring Owner or his Representatives.