The Sold Interest Clause Samples
The "Sold Interest" clause defines the specific ownership stake or portion of an asset, company, or partnership that is being transferred from the seller to the buyer under the agreement. In practice, this clause details exactly what is being sold, such as a percentage of shares, membership units, or partnership interests, and may reference relevant documentation or schedules that further describe the interest. By clearly identifying the subject of the sale, the clause ensures both parties understand the scope of the transaction and helps prevent disputes over what is being transferred.
The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Liquidity Termination Date, sell to Windmill, or, only if Windmill declines to make the applicable purchase, ratably to the Liquidity Providers an undivided percentage ownership interest in the Receivables and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables and related Collections (its “Purchase Interest”) shall equal at any time the following quotient: I+R ER Where: I = the outstanding Investment of such Purchaser at such time; R = the Reserve for such Purchaser at such time; and ER = the Eligible Receivables Balance at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Reserve or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables and Collections.
The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Maturity Date, sell to the Conduit or, only if the Conduit declines to make the applicable purchase, ratably to the Committed Purchasers an undivided percentage ownership interest in the Receivables, the Related Security and all related Collections. Any such purchase (a “Purchase”) shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables, the Related Security and related Collections (its “Purchase Interest”) equals at any time the sum of the following percentages: I+PRP — NR where: I = the outstanding Investment of such Purchaser at such time; NR = the Net Receivables Balance at such time plus any Collections on Eligible Receivables that have not yet been applied to reduce Investment pursuant to Section 2.3; and PRP = the Purchaser Reserve Percentage of such Purchaser at such time. Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivables Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant at the percentage in effect as of the day immediately preceding the commencement of the relevant Liquidation Period, except for redeterminations to reflect Investment acquired from or transferred to another Purchaser hereunder or under the Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest,” which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables, the Related Security and Collections.
The Sold Interest. In addition to the acquisition of the initial Purchase Interest pursuant to the Assignment and Release Agreement (the “Initial Purchase”), subject to the terms and conditions hereof, the Seller may, from time to time before the Termination Date, sell to the Purchasers the Receivables, the Related Security and all Collections. Any such purchase (a “Purchase”), other than the Initial Purchase, shall be made by each Purchaser remitting funds to the Seller, through the Administrative Agent, pursuant to Section 1.1(c) or by the Administrative Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables, the Related Security and related Collections (including the interest acquired in the Initial Purchase, its “Purchase Interest”) shall equal at any time the following quotient: where: I = the outstanding Investment of such Purchaser at such time; PRP = the Purchaser Reserve Percentage; and ER = the Eligible Receivable Balance at such time; Except during a Liquidation Period for a Purchaser, such Purchaser’s Purchase Interest will change whenever its Investment, its Purchaser Reserve Percentage or the Eligible Receivable Balance changes. During a Liquidation Period for a Purchaser its Purchase Interest shall remain constant at the percentage in effect as of the day immediately preceding the commencement of the relevant Liquidation Period, except for re-determinations to reflect Investments acquired from or transferred to another Purchaser under a Transfer Agreement. The sum of all Purchasers’ Purchase Interests at any time is referred to herein as the “Sold Interest”, which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Receivables, the Related Security and Collections.
The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Termination Date, sell to the Conduit Purchasers or, only if the Conduit Purchasers decline to make the applicable purchase, ratably to the Related Bank Purchasers for such Conduit Purchaser of an undivided percentage ownership interest in the Receivables, the Related Security and all related Collections. Any such purchase (a "Purchase") shall be made by each relevant Purchaser remitting funds to the Seller, through its Purchaser, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Receivables, the Related Security and related Collections (its "Purchase Interest") shall equal at any time the following quotient: where: I = the outstanding Investment of such Purchaser at such time; ER = the Eligible Receivables Balance at such time; and
The Sold Interest. Subject to the terms and conditions hereof, the Seller may, from time to time before the Termination Date, sell to the Conduit Purchasers or, only if an Uncommitted Conduit Purchaser declines to make the applicable purchase, ratably to the Related Bank Purchasers for such Uncommitted Conduit Purchaser an undivided percentage ownership interest in the Eligible Receivables identified by the Seller as provided in Section 7.2 (the "SOLD RECEIVABLES"), the Related Security and all related Collections; PROVIDED THAT the aggregate principal amount of Sold Receivables shall equal the Sold Receivable Balance. Any such purchase (a "PURCHASE") shall be made by each relevant Purchaser remitting funds to the Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate percentage ownership interest so acquired by a Purchaser in the Sold Receivables, the Related Security and related Collections (its "PURCHASE INTEREST") shall equal at any time such Purchaser's Investment divided by the Aggregate Investment. The sum of all Purchasers' Purchase Interests at any time is referred to herein as the "SOLD INTEREST", which at any time is the aggregate percentage ownership interest then held by the Purchasers in the Sold Receivables, the Related Security and Collections.