Actions under Retail Holdings LLC Agreement Sample Clauses

Actions under Retail Holdings LLC Agreement. (i) Sellers shall cause BRE JV Member not to take any action under Sections 6.2.2, 6.2.3, 6.2.4, 6.2.8 and 6.2.10 of the Retail Holdings LLC Agreement without the prior written consent of DDR JV Member, other than with respect to the Bison Assets and Unencumbered Assets which are hereby expressly not subject to or affected by this provision. (ii) DDR JV Member shall have the right, but not the obligation (unless specifically required pursuant to the terms of the Retail Holdings LLC Agreement), to fund any capital that is needed, in the reasonable discretion of DDR JV Member, in connection with the assets or operations of Retail Holdings or any of its subsidiaries, and to the extent DDR JV Member contributes such additional capital to Retail Holdings LLC Agreement, such capital shall be treated as a “Capital Contribution” under the Retail Holdings LLC Agreement; provided, DDR JV Member’s preferred equity investment in Retail Holdings in the amount of up to $11 million in connection with the Venice loan to ensure any shortfall is satisfied in connection with the payoff of such loan at maturity shall be a preferred equity investment for purposes of the Retail Holdings LLC Agreement under the same terms and conditions set forth therein (the “Preferred Equity Investment”). BRE JV Member shall have the right, in the event that Closing does not occur, to reimburse DDR JV Member under the Retail Holdings LLC Agreement for an amount equal to BRE JV Member’s proportionate share of any capital contributions made by DDR JV Member pursuant to the previous sentence (other than the Preferred Equity Investment) to the extent BRE JV Member did not contribute its proportionate share of capital at the time DDR JV Member made such capital contribution (other than the Preferred Equity Investment) to Retail Holdings. (iii) Sellers shall cause BRE JV Member not to permit any distribution of any amounts to the “Common Members” under the Retail Holdings LLC Agreement on account of such Common Members’ common membership interest in Retail Holdings; provided funds generated by the operation of the Bison Assets, proceeds from the sale of the Unencumbered Assets to third parties or any distributions made to the “Preferred Member” under the Retail Holdings LLC Agreement shall continue to be permitted.
Sample 1
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Related to Actions under Retail Holdings LLC Agreement

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  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

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  • Determinations Under Section 3 01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders unless an officer of the Agent responsible for the transactions contemplated by this Agreement shall have received notice from such Lender prior to the date that the Borrower, by notice to the Lenders, designates as the proposed Effective Date, specifying its objection thereto. The Agent shall promptly notify the Lenders of the occurrence of the Effective Date.

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