Designation of the Specified Interests Clause Samples
The "Designation of the Specified Interests" clause identifies and defines the particular rights, assets, or interests that are subject to the agreement. In practice, this clause will list or describe the specific items—such as intellectual property, contractual rights, or tangible assets—that are being transferred, assigned, or otherwise affected by the contract. By clearly outlining what is included as a "specified interest," the clause ensures both parties have a mutual understanding of the scope of the agreement, thereby reducing the risk of disputes over what is covered.
Designation of the Specified Interests. (a) The Member or the Holder of a Series (with the consent of the Member, any Registered Pledgee of a Certificate of such Series and any Titling Company Noteholders with respect to such Series) may direct the Titling Company Administrator to designate a separate series of Titling Company Interests of the Company, which will be a separate series of limited liability company interest within the Company within the meaning of Section 18-215 of the Act (each, a “Specified Interest” and the Titling Company Assets allocated thereto, “Specified Assets”). In connection with the designation of a Specified Interest by the Holders of any Series pursuant to this Section 4.1(a), the Company will issue to, or to the order of, such Holders one or more certificates, that at any time will collectively represent the entire Titling Company Interest in the assets allocated to such newly-created Specified Interest at such time (each such certificate, a “Certificate” and all of the Certificates issued in connection with a Specified Interest, a “Series”).
(b) The designation of each Specified Interest and the Holders of the related Certificates will be set forth in the Titling Company Specification Notice delivered to the Titling Company Administrator by the Holders of the related Certificates pursuant to Section 4.3(b). The terms of the Titling Company Interest in the Specified Assets allocated to such Specified Interest will be as set forth in such Titling Company Specification Notice and in the related Servicing Agreement, if any.
(c) All Leases, Leased Vehicles and proceeds of the foregoing will be allocated to Specified Interests, and no Titling Company Asset may at any time be allocated to more than one Specified Interest (without limiting the right of more than one Specified Interest to be a beneficiary of, or named as the loss payee or additional insured with respect to, any insurance policy).
(d) In accordance with Section 18-215 of the Act, the Titling Company Administrator, acting on behalf of the Company and the Holders of the Certificates, will maintain separate and distinct records for the Specified Assets allocated to each Specified Interest. The Specified Assets allocated to each Specified Interest will be accounted for separately from the Specified Assets allocated to each other Specified Interest. Except to the extent required by Applicable Law or specified in this Agreement, the debts, liabilities and obligations incurred, contracted for or otherwise existing w...
Designation of the Specified Interests