Remaining Interests Sample Clauses

Remaining Interests. As of the Effective Time, the Units and general partner interests in the Partnership held by the Purchasing Group as set forth on Section 2.1(b) of the Parent Disclosure Schedule (collectively, the “Remaining Interests”) shall be unchanged and remain outstanding as Units or general partner interests in the Partnership, as applicable, and no consideration shall be delivered in respect thereof. Immediately after the Effective Time, the Remaining Interests will constitute the only outstanding partnership interests of the Surviving Entity.
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Remaining Interests. Right, title and interest in, to or under or derived from the Interests [defined as all of the above described interests], even though improperly described in or omitted from Exhibit "a" hereto. AND FURTHER, all right, title and interest of Seller received in that Assignment, Conveyance and Xxxx of Sale from Xxxxxxxx & Associates, LLC to Apache Canyon Gas, L.L.C., effective June 28, 1999, recorded at Document No. 640675, Book 981, Page 129 in the official records of Las Animas County, Colorado. To Wit: An undivided fifty percent (50%) interest in that Oil and Gas Lease dated June 28, 1999, between MGP Enterprises, L.P., as Lessor, and Xxxxxxxx & Associates, LLC, as lessee, covering seven tracts of land totaling 17,381.84 acres as described therein and reproduced as Exhibit "b" attached hereto, in Las Animas County, Colorado (commonly known as the "Lorencito Tract"). A Memorandum of Oil and Gas Lease was filed with respect to such lease in Book 978, Page 793 of the official records of Las Animas County, Colorado (the "MGP Lease"). PROVIDED, HOWEVER, that Seller makes no representation or warranty as to the validity of the MGP Lease. Seller, by making the conveyance, does not imply that the MGP Lease is valid, and Purchaser does not rely on the continued validity of the MGP Lease in the acceptance of same; however, Purchaser shall receive all right, title, and interest which Seller may own in the MGP Lease, if any. -------------------------------------------------------------------------------- EXHIBIT A/A-1 WELL # REV INT WELL NAME 8789008.06 42.0% LORENCITO 10-9-34-66 Total 8789037.06 42.0% LORENCITO 00-00-00-00 Total 8789039.06 42.0% LORENCITO 1-17-34-66 Total 8789015.06 42.0% LORENCITO 00-00-00-00 Total 8789012.06 42.0% LORENCITO 12-3-34-66 Total 8789009.06 42.0% LORENCITO 12-9-34-66 Total 8789038.06 42.0% LORENCITO 00-00-00-00 Total 8789027.06 42.0% LORENCITO 14-8-34-66 Total 8789022.06 42.0% LORENCITO 00-00-00-00 Total 8789028.06 42.0% LORENCITO 2-8-34-66 Total 8789007.06 42.0% LORENCITO 2-9-34-66 Total 8789017.06 42.0% LORENCITO 3-22-34-66 Total 8789014.06 42.0% LORENCITO 4-10-34-66 Total 8789005.06 42.0% LORENCITO 4-16-34-66 Total 8789034.06 42.0% LORENCITO 4-17-34-66 Total 8789029.06 42.0% LORENCITO 4-8-34-66 Total 8789026.06 42.0% LORENCITO 5-3-34-66 Total 8789036.06 42.0% LORENCITO 6-15-34-66 Total 8789016.06 42.0% LORENCITO 8-16-34-66 Total 8789033.06 42.0% LORENCITO 9-17-34-66 Total 8789023.06 42.0% LORENCITO 9-8-34-66 Total 8789021.06 37.8% LOR...
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Remaining Interests. Right, title and interest in, to or under or derived from the Interests [defined as all of the above described interests], even though improperly described in or omitted from Exhibit "A" hereto.
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Remaining Interests. All other rights and interests in, to or under or derived from the Subject Property, even though the same may be improperly described in or omitted from the Exhibits. It is the express intent of the parties that all of Seller's right, title and interest in and to the Leases, Contracts, Easements, Equipment, Permits, Xxxxx or Units , and interests appurtenant thereto, be assigned to Buyer hereunder; and
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Remaining Interests. Without limiting the generality of the foregoing, the interest of Seller, whether now owned or hereafter acquired by operation of law, in any of the above, even though such interest may be incorrectly described in or omitted from Exhibit “A” (collectively, the “Remaining Interests”), including, but not limited to, interests in or derived from all oil, gas and mineral leases and leaseholds, fee and mineral interests, overriding royalties and all other interests of whatsoever character, insofar as the same cover or relate to the Lands, even though said interests or Lands may be incorrectly described in or omitted from Exhibit “A”. The term “Properties” shall not include, and Seller shall retain, all liability for all Litigation (as defined in Section 4.1[d]), if any, pending or threatened in writing before any court or governmental agency as of the date of Closing (as defined in Paragraph 7.1), to the extent it relates to the period of time prior to the Effective Date (collectively, the “Retained Obligations”).
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Remaining Interests. All other rights and interests in, to or under or derived from the Subject Property, even though the same may be improperly described in or omitted from the Exhibits. It is the express intent of the parties that all of Seller's right, title and interest in any and all oil and gas properties described on Exhibits "A", "B" or "C" be assigned to Buyer hereunder.
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Remaining Interests. All other rights and interests in, to, or under, or derived from the Assignor's interests in or related to the Assets, even if improperly described in this definition or omitted from the
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Remaining Interests. All of Seller's night, title and interest in all other rights and interests 'in, to or under or derived from the Subject Property, even though improperly described in or omitted from the Exhibits.
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Remaining Interests. Immediately prior to the Closing, Prometheus shall either (i) acquire all the Remaining Interests or (ii) if requested by Buyers, cause such Remaining Interests to be conveyed directly by the holders of such Remaining Interests to Buyers or their designees (such Remaining Interests in each case to be conveyed free and clear of all Encumbrances).
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Related to Remaining Interests

  • Participating Interests Effective in the case of each Standby L/C and Commercial L/C (if applicable) as of the date of the opening thereof, the Issuing Lender agrees to allot and does allot, to itself and each other Revolving Credit Lender, and each such Lender severally and irrevocably agrees to take and does take in such Letter of Credit and the related L/C Application (if applicable), an L/C Participating Interest in a percentage equal to such Lender’s Revolving Credit Commitment Percentage.

  • The Participating Interests Each Lender (other than the Lender acting as L/C Issuer in issuing the relevant Letter of Credit), by its acceptance hereof, severally agrees to purchase from the L/C Issuer, and the L/C Issuer hereby agrees to sell to each such Lender (a “Participating Lender”), an undivided percentage participating interest (a “Participating Interest”), to the extent of its Percentage, in each Letter of Credit issued by, and each Reimbursement Obligation owed to, the L/C Issuer. Upon any failure by the Borrower to pay any Reimbursement Obligation at the time required on the date the related drawing is to be paid, as set forth in Section 1.3(c) above, or if the L/C Issuer is required at any time to return to the Borrower or to a trustee, receiver, liquidator, custodian or other Person any portion of any payment of any Reimbursement Obligation, each Participating Lender shall, not later than the Business Day it receives a certificate in the form of Exhibit A hereto from the L/C Issuer (with a copy to the Administrative Agent) to such effect, if such certificate is received before 1:00 p.m. (Chicago time), or not later than 1:00 p.m. (Chicago time) the following Business Day, if such certificate is received after such time, pay to the Administrative Agent for the account of the L/C Issuer an amount equal to such Participating Lender’s Percentage of such unpaid or recaptured Reimbursement Obligation together with interest on such amount accrued from the date the related payment was made by the L/C Issuer to the date of such payment by such Participating Lender at a rate per annum equal to: (i) from the date the related payment was made by the L/C Issuer to the date two (2) Business Days after payment by such Participating Lender is due hereunder, the Federal Funds Rate for each such day and (ii) from the date two (2) Business Days after the date such payment is due from such Participating Lender to the date such payment is made by such Participating Lender, the Base Rate in effect for each such day. Each such Participating Lender shall thereafter be entitled to receive its Percentage of each payment received in respect of the relevant Reimbursement Obligation and of interest paid thereon, with the L/C Issuer retaining its Percentage thereof as a Lender hereunder. The several obligations of the Participating Lenders to the L/C Issuer under this Section 1.3 shall be absolute, irrevocable, and unconditional under any and all circumstances whatsoever and shall not be subject to any set-off, counterclaim or defense to payment which any Participating Lender may have or have had against the Borrower, the L/C Issuer, the Administrative Agent, any Lender or any other Person whatsoever. Without limiting the generality of the foregoing, such obligations shall not be affected by any Default or Event of Default or by any reduction or termination of any Commitment of any Lender, and each payment by a Participating Lender under this Section 1.3 shall be made without any offset, abatement, withholding or reduction whatsoever.

  • Varying Interests All items of income, gain, loss, deduction or credit shall be allocated, and all distributions shall be made, to the Persons shown on the records of the Company to have been Members as of the last calendar day of the period for which the allocation or distribution is to be made. Notwithstanding the foregoing, if during any taxable year there is a change in any Member's Sharing Ratio, the Members agree that their allocable shares of such items for the taxable year shall be determined on any method determined by the Management Committee to be permissible under Code Section 706 and the related Treasury Regulations to take account of the Members' varying Sharing Ratios.

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

  • Remaining Assets In the event that the School closes, the School shall return any remaining public assets to the State, provided that any outstanding obligations of the School are fulfilled first pursuant to Sec. 302D-19, HRS.

  • Calculating Interest Assume that you have a single interest rate of 15.99%, your ADB is $2,250 and there are 30 days in the billing period. The DPR is 15.99% divided by 365 days = 0.0438% The Interest is $2,250 multiplied by 0.0438% multiplied by 30 days = $29.57 When an interest rate changes, the new DPR may come into effect during--not just at the beginning of-- the billing period. When this happens, we will create a new balance and apply the new DPR to it. To get the beginning balance on the first day for this new balance, we multiply the previous day's daily balance by the old DPR and add the result to that day's daily balance. Other methods To figure the ADB and interest charges, we may use other formulas or methods that produce equivalent results. Also, we may choose not to charge interest on certain types of charges. Determining the Prime Rate We use the Prime Rate from the rates section of The Wall Street Journal. The Prime Rate for each billing period is the Prime Rate published in The Wall Street Journal on the Closing Date of the billing period. The Wall Street Journal may not publish the Prime Rate on that day. If it does not, we will use the Prime Rate from the previous day it was published. If The Wall Street Journal is no longer published, we may use the Prime Rate from any other newspaper of general circulation in New York, New York. Or we may choose to use a similar published rate. If the Prime Rate increases, variable APRs (and corresponding DPRs) will increase. In that case, you may pay more interest and may have a higher Minimum Payment Due. When the Prime Rate changes, the resulting changes to variable APRs take effect as of the first day of the billing period. Other important information Military Lending Act Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: the costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee (other than certain participation fees for a credit card account). To listen to this statement, as well as a description of your payment obligation for this Account, call us at 000-000-0000. If you are a covered borrower, the Claims Resolution section of this Agreement will not apply to you in connection with this Account. Instead, the Claims Resolution for Covered Borrowers section will apply. About Additional Cardmembers At your request, we may issue cards to Additional Cardmembers. They do not have accounts with us but they can use your Account subject to the terms of this Agreement. We may report an Additional Cardmember's use of your Account to credit reporting agencies. You are responsible for all use of your Account by Additional Cardmembers and anyone they allow to use your Account. You must pay for all charges they make. You authorize us to give Additional Cardmembers information about your Account and to discuss it with them. If you want to cancel an Additional Cardmember's right to use your Account (and cancel their card) you must tell us. If an Annual Membership fee applies for an Additional Card, please refer to the refund policy disclosed in the Closing your Account sub-section of your Cardmember Agreement. If a single Annual Membership fee applies for a group of Additional Cards on your Account, this policy will apply when you cancel the Additional Card on which the fee was assessed. If an Annual Membership fee applies to Additional Cards on your Account, it is shown on page 2 of Part 1 of the Cardmember Agreement. Converting charges made in a foreign currency If you make a charge in a foreign currency, AE Exposure Management Ltd. ("AEEML") will convert it into U.S. dollars on the date we or our agents process it, so that we bill you for the charge in U.S. dollars based upon this conversion. Unless a particular rate is required by law, AEEML will choose a conversion rate that is acceptable to us for that date. The rate AEEML uses is no more than the highest official rate published by a government agency or the highest interbank rate AEEML identifies from customary banking sources on the conversion date or the prior business day. This rate may differ from rates that are in effect on the date of your charge. We will bill charges converted by establishments (such as airlines) at the rates they use. Changing your billing address You must notify us immediately if you change the: ● mailing address to which we send billing statements; or ● e-mail address to which we send notice that your billing statement is available online. If you have more than one account, you need to notify us separately for each account. We may update your billing address if we receive information that it has changed or is incorrect. Closing your Account You may close your Account by calling us or writing to us. If an Annual Membership fee applies, we will refund this fee if you notify us that you are voluntarily closing your Account within 30 days of the Closing Date of the billing statement on which that fee appears. For cancellations after this 30 day period, the Annual Membership fee is non-refundable. If an Annual Membership fee applies to your Account, it is shown on page 1 and page 2 of Part 1 of the Cardmember Agreement. If your billing address is in the Commonwealth of Massachusetts at the time you close your account, this policy will not apply to you. Cancelling or suspending your Account We may: ● cancel your Account, ● suspend the ability to make charges, ● cancel or suspend any feature on your Account, and ● notify merchants that your Account has been cancelled or suspended. If we do any of these, you must still pay us for all charges under the terms of this Agreement. We may do any of these things at our discretion, even if you pay on time and your Account is not in default. If your Account is cancelled, you must destroy your cards. We may agree to reinstate your Account after a cancellation. If we do this, we may: ● reinstate any additional cards issued on your Account, ● charge you any applicable annual fees, and ● charge you a fee for reinstating the Account. About default We may consider your Account to be in default if: ● you violate a provision of this Agreement, ● you give us false information, ● you file for bankruptcy, ● you default under another agreement you have with us or an affiliate, ● you become incapacitated or die, or ● we believe you are unable or unwilling to pay your debts when due. If we consider your Account in default, we may, to the extent permitted by federal and applicable state law: ● suspend your ability to make charges, ● cancel or suspend any feature on your Account, ● require you to pay more than your Minimum Payment Due immediately, and ● require you to pay your Account balance immediately. Collection costs You agree to pay all reasonable costs, including attorneys' fees, that we incur to collect amounts you owe. Credit reports You agree that we will obtain credit reports about you, investigate your ability to pay, and obtain information about you from other sources including information to verify and re-verify your employment and income. And you agree that we will use such information for any purposes (for example, marketing to you or evaluating you for a new account), subject to applicable law. You agree that we will give information about the Account to credit reporting agencies. We will tell a credit reporting agency if you fail to comply with any term of this Agreement. This may have a negative impact on your credit report. If you believe information we have given to a credit reporting agency is incorrect, write to us at: American Express Credit Bureau Unit, P.O. Box 981537, El Paso, TX 79998-1537. When you write to us, tell us the specific information you believe is incorrect. Sending you notices We mail you notices through the U.S. mail, postage prepaid, and address them to you at the latest billing address on our records. Any notice that we send you this way is deemed to be given when deposited in the U.S.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Conflicting Interests If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

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