Transferred Interest Clause Samples
The Transferred Interest clause defines the rights and obligations associated with the transfer of a party's interest in an agreement or asset to another party. Typically, this clause outlines the conditions under which such a transfer can occur, such as requiring prior written consent from the non-transferring party or specifying any restrictions on the types of interests that may be transferred. For example, in a partnership agreement, it may govern how a partner can assign their share to a third party. The core function of this clause is to ensure that all parties are aware of and agree to any changes in ownership or participation, thereby maintaining control and stability within the contractual relationship.
Transferred Interest. If a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, any Available Cash with respect to such transferred Partnership Interest for the period up to the date on which the Partnership Interest was transferred shall be distributed to the Person who owned such interest or partial interest immediately prior to such transfer.
Transferred Interest. See § 18.9.
Transferred Interest. 8 2.2 Charlotte Loan ................................................ 8 2.3 Instruments of Conveyance, Transfer and Assumption and Release ..................................................... 8 (a) Instruments of Conveyance and Transfer ................ 8 (b)
Transferred Interest. A Permitted Transferee shall be entitled to become a substituted Member in Chaparral in respect of the applicable Transferred Interest without any further act on the part of any other Member or the Managing Member being required. Any Permitted Transferee of 100% of the Primary Class B Member's Interest shall become the successor Managing Member hereunder without any further act on the part of any other Member being required.
Transferred Interest. The foregoing definition and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b), as amended or any successor thereto, and shall be interpreted and applied in a manner consistent with such Treasury Regulations.
Transferred Interest. (a) On or after January 1, 2014, but in no event later than January 15, 2014 (the “Transfer Date”), NewCo will transfer all of its right, title and interest in Leasing LLC to the Company (the “Transferred Interest”). The fair market value of the Transferred Interest on the Transfer Date shall be equal to or greater than the Agreed Value. The Company shall credit Newco’s Capital Account by the fair market value of the Transferred Interest.
(b) Except in the ordinary course of business, during the period between the Closing Date and the Transfer Date, NewCo shall ensure and direct that Leasing LLC shall not distribute any property other than cash to its members, including without limitation any income earned during the period between the Closing Date and the Transfer Date.
(c) NewCo shall be responsible for all Liabilities incurred or accrued, or arising out of events occurring, prior to the Transfer Date, or as a result of the transactions contemplated by this Agreement with respect to all Transferred Interest. NewCo, or an Affiliate thereof, shall be responsible for providing or causing to be provided insurance coverage for the Leasing LLC Railcars prior to the Transfer Date.
(d) In the event that NewCo fails to Complete the transfer of the Transferred Interest prior to the Transfer Date, then, in addition to any other remedies available to the Company and HoldCo under this Agreement, at law or in equity, the Percentage Interest held by NewCo shall be reduced to 37.5% Percentage Interest.
Transferred Interest. The term “Transferred Interest” has the meaning set forth in Section 1.02(a).
Transferred Interest. If a portion of a Partnership Interest is transferred in accordance with the terms of this Agreement, any Available Cash with respect to such transferred Partnership Interest for the period up to the date on which the Partnership Interest was transferred shall be distributed to the Person who owned such interest or partial interest immediately prior to such transfer. [WP: JGC/ACT, L.P. L. PARTNERSHIP] 1-DEC-91
Transferred Interest. Assignor hereby assigns, transfers, and conveys to Assignee an incremental membership interest in the Company equal to 10.27% (the “Transferred Interest”), representing the portion corresponding to the first installment payment under the Buyout Agreement, which installment payment is in the amount of $120,000.00 (the “First Installment Payment”).
Transferred Interest. This Agreement, together with the filing of -------------------- the UCC-1s provided for in Section 4.1(i) and such further action as is required -------------- under the UCC to perfect the security interest of the Administrative Agent in the portion of the Transferred Interest consisting of money, securities or instruments, is effective to create in favor of the Administrative Agent for the ratable benefit of the Purchasers, a valid, perfected security interest in the Transferred Interest, other than any True Lease Equipment, free and clear of all Liens, except for the Liens and security interests granted pursuant to the Basic Documents, and is enforceable as such against creditors of and purchasers from the Transferor, except to the extent enforceability of such Lien may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting creditors' rights generally.