Extinguishment of Interests Clause Samples

The Extinguishment of Interests clause defines the conditions under which certain rights, claims, or interests in an asset or agreement are terminated or rendered void. Typically, this clause specifies the events or actions—such as full payment, expiration of a term, or occurrence of a triggering event—that result in the cancellation of a party’s interest. For example, a lender’s security interest in collateral may be extinguished once the borrower repays the loan in full. The core function of this clause is to provide clarity and certainty regarding when and how interests are concluded, thereby preventing future disputes over lingering rights or obligations.
Extinguishment of Interests. (a) Expiration of the Term shall automatically cause, as of the expiration date, the complete reversion to the Department, and cessation, of the Developer’s Interest, at no charge to the Department, but subject to Section 19.6.4.6 of the Agreement and without prejudice to any Claim of liability pursuant to Section 19.8.3 of the Agreement. (b) Early termination of this Lease and the Agreement shall automatically cause, as of the Termination Date, the complete reversion to the Department, and cessation, of the Developer’s Interest, except for its right to Termination Compensation. (c) Automatically upon either such reversion and cessation of Developer’ Interest, the Project and the Premises shall be and remain free and clear of any lien, encumbrance or other claim of record created, permitted or suffered by Developer or anyone claiming by, through or under Developer, including the liens, pledges, assignments, collateral assignments, security interests and encumbrances of any and all Financing Documents. In order to confirm the foregoing, at the Department’s request, Developer shall promptly obtain and deliver to the Department reconveyances, releases and discharges of all Security Documents, executed by the Lenders in proper form for recording or filing (as appropriate), but no such reconveyances, releases and discharges shall be necessary to the effectiveness of the foregoing.
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Extinguishment of Interests. (a) Expiration of the Term shall automatically cause, as of the expiration date, the complete reversion to the Department, and cessation, of the Developer’s Interest, at no charge to the Department, but subject to Section 19.6.4.6 of the Agreement and without prejudice to any Claim of liability pursuant to Section 19.8.3 of the Agreement. (b) Early termination of this Lease and the Agreement shall automatically cause, as of the Termination Date, the complete reversion to the Department, and cessation, of the Developer’s Interest, except for its right to Termination Compensation.
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Related to Extinguishment of Interests

  • No Impairment of Intercompany Transfers No Credit Party shall directly or indirectly enter into or become bound by any agreement, instrument, indenture or other obligation (other than this Agreement and the other Loan Documents) that could directly or indirectly restrict, prohibit or require the consent of any Person with respect to the payment of dividends or distributions or the making or repayment of intercompany loans by a Subsidiary of any Borrower to any Borrower or between Borrowers.

  • Treatment of Interest For Federal and State tax purposes (i) interest shall accrue at the Accrual Rate, and (ii) payments made pursuant to section 2 shall first be treated as interest, up to the amount of interest so accrued, then shall be treated as principal, until Purchaser has received, as principal, the entire Principal Amount, and then shall be treated as interest.

  • Assignment of Interests Except as otherwise provided in this Agreement, no Member or other person holding any interest in the Company may assign, pledge, hypothecate, transfer or otherwise dispose of all or any part of their interest in the Company, including without limitation, the capital, profits or distributions of the Company without the prior written consent of the other Members in each instance. The Members agree that no Member may voluntarily withdraw from the Company without the unanimous vote or consent of the Members. A Member may assign all or any part of such Member’s interest in the allocations and distributions of the Company to any of the following (collectively the “permitted assignees”): any person, corporation, partnership or other entity as to which the Company has given consent to the assignment of such interest in the allocations and distributions of the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. An assignment to a permitted assignee shall only entitle the permitted assignee to the allocations and distributions to which the assigned interest is entitled, unless such permitted assignee applies for admission to the Company and is admitted to the Company as a Member in accordance with this Agreement. An assignment, pledge, hypothecation, transfer or other disposition of all or any part of the interest of a Member in the Company or other person holding any interest in the Company in violation of the provisions hereof shall be null and void for all purposes. No assignment, transfer or other disposition of all or any part of the interest of any Member permitted under this Agreement shall be binding upon the Company unless and until a duly executed and acknowledged counterpart of such assignment or instrument of transfer, in form and substance satisfactory to the Company, has been delivered to the Company. No assignment or other disposition of any interest of any Member may be made if such assignment or disposition, alone or when combine with other transactions, would result in the termination of the Company within the meaning of Section 708 of the Internal Revenue Code or under any other relevant section of the Code or any successor statute. No assignment or other disposition of any interest of any Member may be made without an opinion of counsel satisfactory to the Company that such assignment or disposition is subject to an effective registration under, or exempt from the registration requirements of, the applicable Federal and State securities laws. No interest in the Company may be assigned or given to any person below the age of 21 years or to a person who has been adjudged to be insane or incompetent. Anything herein contained to the contrary, the Company shall be entitled to treat the record holder of the interest of a Member as the absolute owner thereof, and shall incur no liability by reason of distributions made in good faith to such record holder, unless and until there has been delivered to the Company the assignment or other instrument of transfer and such other evidence as may be reasonably required by the Company to establish to the satisfaction of the Company that an interest has been assigned or transferred in accordance with this Agreement. (Check One) ☐ - SINGLE-MEMBER: Ownership of Company Property. The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine. Except as limited by the Statutes, the Member may engage in other business ventures of any nature, including, without limitation by specification, the ownership of another business similar to that operated by the Company. The Company shall not have any right or interest in any such independent ventures or to the income and profits derived therefrom.

  • Payment of Interest The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

  • Termination of Intercompany Agreements (a) Except as set forth in Section 2.4(b), DevCo, on behalf of itself and each of the other members of the DevCo Group, and SpinCo, on behalf of itself and each of the other members of the SpinCo Group, hereby terminate, effective as of the Effective Time, any and all Intercompany Agreements. No such terminated Intercompany Agreement will be of any further force or effect from and after the Effective Time and all Parties shall be released from all Liabilities thereunder other than the Liability to settle any Intercompany Accounts as provided in Section 2.5. Each Party shall take, or cause to be taken, any and all actions as may be reasonably necessary to effect the foregoing. (b) The provisions of Section 2.4(a) shall not apply to any of the following agreements (which agreements shall continue to be outstanding after the Effective Time and thereafter shall be deemed to be, for each relevant Party (or the member of such Party’s Group), an obligation to a third party and shall no longer be an Intercompany Agreement) (collectively, the “Surviving Intercompany Agreements”): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement); (ii) the agreements listed on Schedule 2.4(b)(ii); and (iii) any confidentiality or non-disclosure agreements among any members of either Group.