Transfer, Transferred or Transferring means, with respect to a Membership Interest, (a) a direct voluntary or involuntary, sale, assignment, transfer, conveyance, exchange, bequest, devise, gift or any other alienation, including any pledge or grant of a Security Interest, (in each case, with or without consideration and whether by operation of Law or otherwise, including, by merger or consolidation) of any rights, interests or obligations with respect to all or any portion of such Membership Interest, or (b) a grant or sufferance of a Security Interest on all or any portion of such Membership Interest.
Transferee means a Person who receives all or part of a Members Membership Interest through a Transfer.
Treasury Regulation means the Income Tax Regulations promulgated under the Code, as may be amended from time to time (including corresponding provisions of successor regulations).
Unpaid Indemnity Amounts means any amount that the Company fails to indemnify or advance to an Indemnitee as required by Article VII of this Agreement.
Unrealized Gain attributable to any item of Company property means, as of any date of determination, the excess, if any, of (a) the Fair Market Value of such property as of such date (as determined under Section 4.2(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 4.2(d) as of such date).
Unrealized Loss attributable to any item of Company property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 4.2(d) as of such date) over (b) the Fair Market Value of such property as of such date (as determined under Section 4.2(d)).
VEI has the meaning set forth in the Recitals.
Vine Blocker means Blackstone Vine-892/US T-E Feeder Fund VI/BEP L.P., a Delaware limited partnership.
Vine Investment has the meaning set forth in the Recitals.
1.2 Other Terms. Other capitalized terms may be defined elsewhere in the text of this Agreement and shall have the meaning so given.
1.3 Construction. Unless the context otherwise requires, the gender of all words used in this Agreement includes the masculine, feminine, and neuter, the singular shall include the plural, and the plural shall include the singular. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Exhibits are to exhibits attached hereto, each of which is incorporated herein for all purposes. Article and section titles or headings are for convenience only and neither limit nor amplify the provisions of the Agreement itself, and all references herein to articles, sections or subdivisions thereof shall refer to the corresponding article, section or subdivision thereof of this Agreement unless specific reference is made to such articles, sections or subdivisions of another document or instrument. Unless the context of this Agreement clearly requires otherwise, the words include, includes and including shall be deemed to be followed by the words without limitation, and the words hereof, herein, hereunder and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or Article in which such words appear.