Purchasing Owners definition
Examples of Purchasing Owners in a sentence
All Additional Coverage and all proceeds with respect thereto shall solely be for the benefit of the Purchasing Owner and its Mortgagees and in the event that the Trustee shall receive proceeds relating to any Additional Coverage, such amount shall be promptly paid over as the Purchasing Owner's Mortgagee shall direct or (if there is no such Mortgagee) as the Purchasing Owner shall direct.
Each of the Purchasing Owners, severally but not jointly, hereby makes the representations and warranties previously made pursuant to Section 3.2 of the Operating Agreement, which representations and warranties are hereby incorporated by reference.
If a Non-Transferring Owner elects to exercise its Right of First Refusal, it must do so in writing delivered to the Transferring Owner within the Third-Party Offer Period, and the Purchasing Owner(s) and the Transferring Owner shall consummate the transfer of the Transferring Interest as promptly as practicable thereafter in accordance with the terms and conditions of the Third-Party Offer, except as provided in Sections 16.02(a)(ii), 16.02(a)(iii) and 16.02(a)(iv).
In entering into this Agreement, Buyer and Hercules have relied solely on their own investigation and analysis, and except as set forth in the Transaction Documents, neither Seller, Filet nor any of their Related Parties, including without limitation the Purchasing Owners, makes or has made any representation or warranty, express or implied, as to the accuracy or completeness of the information provided or made available to the Buyer, Hercules or their advisors or Affiliates.
The cost to the Purchasing Owner(s) under this option (the “Purchase Price”) shall be the result of the following calculation: A x (B – C), where A = the Ownership Interest(s) of the Selling Owner(s); B = the Fair Market Value of CB4 Transmission; and C = estimated retirement costs.
Buyer, Hercules, the Purchasing Owners Seller and Filet may be referred to herein individually as a “Party,” and collectively as the “Parties.” Except as otherwise provided herein, capitalized terms used herein shall have that meaning specified in Article 8.
In addition, the Selling Owner(s) shall cooperate with the Purchasing Owner(s) after closing and shall execute and deliver such other documents and take such other actions as may be reasonably requested by the Purchasing Owner(s) in order to complete the transfer of the Ownership Interest into the name of the Purchasing Owner(s).
On behalf of Hercules only, upon receipt of payment for the Membership Interests from the Purchasing Owners in accordance with the terms hereof, the Purchasing Owners shall be vested with good title to the Membership Interests, free and clear of any liens, claims, charges or other encumbrances or restrictions whatsoever, except as set forth in Hercules’ Certificate of Formation or the Operating Agreement or otherwise arising by operation of Law.
Simultaneously with the payment of the Purchase Price, the Selling Owner(s) shall execute and/or deliver to the Purchasing Owner(s) all documents and instruments necessary to transfer the Selling Owners’ Ownership Interest to the Purchasing Owner(s), free and clear of Liens, including but not limited to, such deeds, bills of sale, certificates of satisfaction, releases, and assignments as may be reasonably requested by the Purchasing Owner(s) and its counsel.
If the option to purchase under this Section 4.06 is exercised, the Purchasing Owner(s) shall be entitled to receive and retain all insurance proceeds payable with respect to CB4 Transmission.