ACS AWN Interest definition

ACS AWN Interest means the limited liability company membership interest in the Company held by ACS Wireless, including all rights of ACS Wireless to distributions from the Company.
Sample 1Sample 2

Examples of ACS AWN Interest in a sentence

  • The aggregate purchase price for the ACS Assets and the ACS AWN Interest shall be $300 million (the “Base Purchase Price”), subject to adjustment as provided in Section 2.3 (as so adjusted, the “Purchase Price”).

  • Such Person and its Affiliates have all requisite power (i) to own, lease, and use the ACS Assets as presently owned, leased, and used, (ii) to conduct the ACS Wireless Activities as presently conducted, (iii) to hold the ACS AWN Interest, and (iv) to execute, deliver, and perform this Agreement and the documents contemplated hereby according to their respective terms.

  • In addition, the Allocation Schedule shall set forth the value of each of the Company assets, broken down in such a manner to enable ACS to determine the amount of gain recognized on the sale of the ACS AWN Interest characterized as ordinary income under Section 751 of the Code.

  • Properties with No Attributable ReservesThe following table sets out the Corporation's developed and undeveloped land holdings as at March 31, 2015.

  • Such Person is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and such Person is duly qualified to conduct business in all such foreign jurisdictions in which such qualification is necessary for its conduct of the ACS Wireless Activities and to hold the ACS AWN Interest.

  • This Section 4.13 comprises the sole and exclusive representations and warranties of ACS and ACS Wireless relating to the ACS AWN Interest.

  • After giving effect to the Transactions, such Person and each of its Affiliates that is transferring any of the ACS Assets or the ACS AWN Interest pursuant to this Agreement is solvent and each shall: (a) be able to pay its debts as they become due; (b) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (c) have adequate capital to carry on its business.

  • ACS shall have delivered a release, or evidence that a release will, upon Closing, be provided, of all Liens disclosed in the lien searches described in Section 8.2(e) that are on (i) the ACS AWN Interest (other than Permitted Liens described in clause (g) of the definition of Permitted Liens), or (ii) the ACS Assets.

  • Except for the Consents described in Schedule 4.5, no Consent of, or filing with, any Governmental Authority is required to permit any member of the ACS Group (i) to consummate this Agreement and the Transactions or (ii) to permit such Person to assign or transfer the ACS Assets and the ACS AWN Interest as contemplated hereby.

  • To the best of such Person’s Knowledge there are no pending written complaints by customers or other users of such Person’s or any of its Affiliates’ services that, individually or in the aggregate, would reasonably be expected to materially and adversely affect the ACS Assets, the financial condition of the ACS Wireless Activities or the ACS AWN Interest.

Related to ACS AWN Interest

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

  • L/C Interest shall have the meaning ascribed to such term in Section 3.6 hereof.

  • Asset Interest is defined in Section 2.1(b).

  • Advance Interest means the interest accrued on any Servicing Advance which is payable to the party that made that Servicing Advance, in accordance with the Lead Securitization Servicing Agreement.

  • Periodic Interest means, with respect to any Payment Date, the periodic interest for such Payment Date as specified in the Series Supplement.

  • Common Interest means the limited liability company interest of the Member in the Company as described in Article VII. The Company shall have one class of Common Interest.

  • Collateral Senior Additional Interest shall have the meaning specified in subsection 4.02(d).

  • related interest means (1) a company (other than an insured bank or a foreign bank) that is controlled by an executive officer, director, or principal shareholder or (2) a political or campaign committee that is controlled by or the funds or services of which will benefit an executive officer, director, or principal shareholder. See Section 215.11(a)(2) of

  • Class CE Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class CE Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Deferred Interest shall have the meaning set forth in Section 4.1.

  • Transferred Interests has the meaning set forth in the Recitals.

  • Separate property means a resource of a married person that one of the spouses:

  • REO Imputed Interest As to any REO Property, for any calendar month during which such REO Property was at any time part of REMIC I, one month's interest at the applicable Net Mortgage Rate on the Stated Principal Balance of such REO Property (or, in the case of the first such calendar month, of the related Mortgage Loan, if appropriate) as of the close of business on the Distribution Date in such calendar month.

  • Class P Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class P Certificates, evidencing a Regular Interest in REMIC III for purposes of the REMIC Provisions.

  • Class X Interest The regular interest in the Class X REMIC represented by the Class X Certificates as specified and described in the Preliminary Statement and the related footnote thereto.

  • Simple Interest Mortgage Loan Those simple interest loans as noted on the Mortgage Loan Schedule under the data field designated “DSI.”

  • Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:

  • underlying interest means, for a derivative, the security, commodity, financial instrument, currency, interest rate, foreign exchange rate, economic indicator, index, basket, agreement, benchmark or any other reference, interest or variable, and, if applicable, the relationship between any of the foregoing, from, to or on which the market price, value or any payment obligation of the derivative is derived, referenced or based; and

  • Subsidiary REMIC Interest Any one of the Subsidiary REMIC Interests or the SR-A-R Interest.

  • Class R-IV Interest The uncertificated Residual Interest in REMIC IV.

  • Capitalized Interest means, with respect to the interest due or to be due on a Series of Bonds prior to, during and for a period not exceeding one year after the completion of a Project to be funded by such Series, all or part of such interest which will be paid, or is expected to be paid, from the proceeds of such Series.

  • Income interest means the right of an income beneficiary to receive all or part of net income, whether the terms of the trust require it to be distributed or authorize it to be distributed in the trustee's discretion.

  • Class C Interest An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Holders of the Class C Certificates, evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

  • Receivable Interest means, at any time, an undivided percentage ownership interest in (i) all then outstanding Pool Receivables arising prior to the time of the most recent computation or recomputation of such undivided percentage interest pursuant to Section 2.03, (ii) all Related Security with respect to such Pool Receivables, and (iii) all Collections with respect to, and other proceeds of, such Pool Receivables. Such undivided percentage interest shall be computed as

  • Class R-3 Interest The uncertificated Residual Interest in REMIC 3.

  • Advance Interest Amount means interest payable on Advances, as specified in the Servicing Agreement or Non-Lead Securitization Servicing Agreement, as applicable.