LLC INTEREST. The Member has no interest in property owned by the LLC. The LLC interest is personal property.
LLC INTEREST. As soon as practical following the Effective Date, the Company shall grant to Employee an interest in AG Home Health LLC, which shall be treated for federal income tax purposes as a profits only interest and shall represent an interest in 6.5% of the future profits of the Company (the “Profits Interest”). Such Profits Interest means the right to share in any cash or property distributions made by AG Home Health LLC, after the return of the Contributed Capital to, and the payment of a preferred return of 5.0% per annum on the Contributed Capital of, Xxxxxx Xxxxxx & Company, LP and/or its affiliates, and Eureka Capital Partners, LLC and/or its affiliates. The vesting of the Profits Interest shall be in accordance with the schedule attached hereto as Schedule A. For illustrative purposes, attached hereto as Schedule B is a description of the payments of the preferred return and the distributions of Contributed Capital and Profits Interest to be made by AG Home Health LLC. “Contributed Capital” shall mean the contributed cash capital of Xxxxxx Xxxxxx & Company, LP and/or its affiliates, and Eureka Capital Partners, LLC and/or its affiliates, and credits for any expenses related to the transactions contemplated by the Merger Agreement paid prior to the Effective Date by Xxxxxx Xxxxxx & Company, LP and/or its affiliates, or Eureka Capital Partners, LLC and/or its affiliates.
LLC INTEREST. Borrower is not in default of any duty or obligation required in connection with the LLC Interest. All amounts and all Capital Calls owed in connection therewith have been fully paid.
LLC INTEREST. Borrower breaches any material provision of the LLC Agreement or fails to make any Capital Contributions; or the LLC Interest is terminated or action is commenced to terminate the LLC Interest.
LLC INTEREST. Seller’s entire interest in the Company, as described in the Company Agreement, including, without limitation, the Series A Units and the Series B Units and Seller’s capital account, liquidation and distribution rights under the Company Agreement.
LLC INTEREST. The Series A Units and the Series B Units represent all ownership interests in the Company. Seller has good, valid and marketable title to its LLC Interest, free and clear of all Liens and restrictions of every kind and nature and Seller can transfer title to the Series A Units pursuant to the terms hereof free and clear of all Liens and restrictions of every kind and nature (other than restrictions on transfer imposed by federal and state securities’ laws and the Company Agreement).
LLC INTEREST. Borrower will not do any of the following without the prior written consent of Lender: (i) withdraw capital or borrow from the Company or receive any Distributions except as expressly permitted under the “Distributions” Section above or in Exhibit A; (ii) vote or agree to dissolve the Company; (iii) vote or agree to make any material amendments to the LLC Agreement; (iv) waive, or suspend any right to collect, any Distributions or take any action which would adversely affect Borrower’s right to any Distributions or Borrower’s right to collect any Distributions; or (v) waive any material default under or breach of the LLC Agreement. Borrower will: (i) perform and observe all provisions of the LLC Agreement applicable to Borrower; (ii) maintain and enforce the LLC Agreement; and (iii) satisfy all Capital Calls now or hereafter received by Borrower.
LLC INTEREST. An Assignment and Assumption of the LLC Interest to the Company in the form attached hereto as Exhibit D.
LLC INTEREST. In consideration for the contribution and transfer of the HPI Transferred Assets and the assumption of the HPI Assumed Liabilities, the Company shall issue to Transferor the LLC Interest. The LLC Interest shall be delivered as provided in Section 4.
LLC INTEREST. Borrower will not do any of the following without the prior written consent of Lender: (i) if a Monetary Event of Default has occurred and is continuing, withdraw capital or borrow from the Company or receive any Distributions in contravention of Section 3 above or in Section 3 Disposition of Distributions in Exhibit A hereto; (ii) vote or agree to dissolve the Company; (iii) vote or agree to make any material amendments to the LLC Agreement; (iv) waive, or suspend any right to collect, any Distributions or take any action which would adversely affect Borrower’s right to any Distributions or Borrower’s right to collect any Distributions; or (v) waive any material default under or breach of the LLC Agreement. Borrower will: (i) perform and observe all provisions of the LLC Agreement applicable to Borrower; (ii) maintain and enforce the LLC Agreement; and (iii) satisfy all Capital Calls now or hereafter received by Borrower.
