WFSG Sub Note definition

WFSG Sub Note has the meaning ascribed to such term in the recitals. The Parties agree that, solely for income tax purposes and the related purpose of maintaining Capital Accounts in accordance with Section 704(b) of the Code, the WFSG Sub Note shall not be treated as part of the Company (or any subsidiary of the Company) but shall be treated as beneficially owned for such purposes by the holder of the Preferred Distribution Rights, with the result that the Company will have no items of income, gain, loss, deduction or credit with respect to such WFSG Sub Note, and that such items will not increase or decrease the Capital Accounts of the APL Sub or WFSG Sub.
View Source
WFSG Sub Note shall have the meaning ascribed to such term in the Formation Agreement.
View Source

Examples of WFSG Sub Note in a sentence

  • Notwithstanding any other provision to the contrary in this Agreement, any items of income, gain, loss or expense or Unrealized Gain or Unrealized Loss related to (i) the WFSG Sub Note shall be allocated solely to the Preferred Interest Member, and (ii) Retained Member Proceeds shall be allocated to the Member with respect to which the Retained Member Proceeds are retained, but shall not be treated as items of the Company for tax or Capital Account purposes.

  • Notwithstanding the foregoing, no Transfer of WFSG Sub’s Interest to a Related-Party Parent or wholly owned subsidiary thereof shall be a Permitted Transfer unless WFSG Sub concurrently assigns the WFSG Sub Note to such Related-Party Parent or subsidiary thereof.

  • Notwithstanding any provision in this Agreement to the contrary, for so long as any portion of the WFSG Sub Note remains outstanding, the Preferred Interest Member shall have the right to cause the Company to enforce any of the Company’s rights and remedies with respect to the WFSG Sub Note (including pursuant to any guaranty thereof), whether provided for in the WFSG Sub Note, any such guaranty or pursuant to applicable Law.

  • Upon receipt of a Mandatory Prepayment Notice, WFSG Sub shall make a prepayment of the WFSG Sub Note in the amount specified in the Mandatory Prepayment Notice concurrently with the Capital Contribution that WFSG Sub makes pursuant to such capital call and, as provided in the WSFG Sub Note, the outstanding principal balance thereunder shall be decreased by an amount equal to such Mandatory Note Prepayment.

  • The Preferred Interest Member shall elect to cause a Mandatory Note Prepayment by providing written notice to the Company and WFSG Sub (a “Mandatory Prepayment Notice”), no later than two Business Days following such call for the Members to make a Capital Contribution, specifying the amount of such Mandatory Note Prepayment to be made from the Available Portion of the WFSG Sub Note.

  • Following the Closing, subject to Section 10.10(b), no Party shall have liability under this Agreement, any of the Transaction Documents or the transactions contemplated hereby or thereby except as is provided (a) in Article 8, this Article 10 or Article 11 (other than claims or causes of action arising from fraud or willful misconduct), (b) Section 9.2(c)(iii), Section 9.2(c)(iv) or Section 9.2(c)(v) of the LLC Agreement, (c) the WFSG Sub Note, or (d) in the Transaction Documents.

  • On the Closing Date, immediately following the transactions described in Section ‎2.2 and immediately prior to the transaction described in Section ‎2.4, WFSG shall cause WFSG Sub to (a) contribute to Newco $102,000,000 in cash and (b) issue to Newco the WFSG Sub Note, and ▇▇▇▇▇▇▇▇ shall guaranty WFSG Sub’s obligations to Newco under the WFSG Sub Note by executing and delivering the note guaranty agreement, attached hereto as Exhibit M (the “Note Guaranty Agreement”).

  • Following the Closing, subject to Section ‎10.10(b), no Party shall have liability under this Agreement, any of the Transaction Documents or the transactions contemplated hereby or thereby except as is provided (a) in ‎Article 8, this ‎Article 10 or ‎Article 11 (other than claims or causes of action arising from fraud or willful misconduct), (b) Section 9.2(c)(iii), Section 9.2(c)(iv) or Section 9.2(c)(v) of the LLC Agreement, (c) the WFSG Sub Note, or (d) in the Transaction Documents.

  • On the Closing Date, immediately following the transactions described in Section 2.2 and immediately prior to the transaction described in Section 2.4, WFSG shall cause WFSG Sub to (a) contribute to Newco $102,000,000 in cash and (b) issue to Newco the WFSG Sub Note, and ▇▇▇▇▇▇▇▇ shall guaranty WFSG Sub’s obligations to Newco under the WFSG Sub Note by executing and delivering the note guaranty agreement, attached hereto as Exhibit M (the “Note Guaranty Agreement”).