Development Interests definition
Examples of Development Interests in a sentence
Pursuant to a Unit Exchange Agreement, dated August 28, 2006, by and among the Orion Development Members and Orion Ethanol, LLC, a Kansas limited liability company, (“Orion Ethanol”), the Orion Development Members exchanged their Orion Development Interests for units of Orion Ethanol (the “Orion Ethanol Interests”).
Orion hereby accepts such assignment of all of the Orion Development Interests being assigned to Orion as reflected on Schedule A and hereby expressly assumes all of the rights, obligations and liabilities of the Members under and with respect to the Orion Development Interests and agrees to be bound by the Orion Development Operating Agreement as a member thereunder.
Upon the execution and effectiveness of this Agreement, the Parties shall notify Orion Development’s Board and request that the assignment of the Orion Development Interests to Orion be recorded in Orion Development’s records so that Orion stands in the name of the Members on the books of Orion Development and Orion shall cause the grant and issuance of Orion Interests to the Members to be recorded in its records so that the Members shall become members of Orion thereunder.
Each such Member desires to Transfer to Orion its Orion Development Interests in exchange for the number of membership interests in Orion as specified on Schedule A along with all of the related rights of a member of Orion under the Operating Agreement of Orion, dated August 28, 2006 (the “Orion Operating Agreement”) (the “Orion Interests”).
Orion desires to acquire the Orion Development Interests from the respective Members and assume each such Member’s obligations under the Operating Agreement.
The Members shall cause Exhibit A, the Schedule of Members, to the Orion Development Operating Agreement to be amended so as to reflect Orion’s ownership of the Orion Development Interests and Orion shall amend Exhibit A, the Schedule of Members, to the Orion Operating Agreement so as to reflect each Member’s ownership of its Orion Interests as reflected on Schedule A hereto.
No Transfer of any Joint Development Interests as permitted under Section 6.1(a) or 6.1(b) shall relieve the transferring Person of any of its or its Affiliates’ obligations under this Agreement or any Associated Agreement except to the extent of obligations incurred from and after the time such Transfer is effective in accordance with this Agreement and all Associated Agreements to the extent related to the interests transferred to such Person.
The Development Interests, the Facility Interests and the Restoration Interests are herein collectively referred to as the "INTERESTS".
As required by Section 7.2, each Member hereby states its intention that upon the completion of the transfer of the Orion Development Interests to Orion as contemplated hereby, Orion shall become a Substitute Member under the Orion Development Operating Agreement.