Buy-Out of Impaired Member Sample Clauses

Buy-Out of Impaired Member. (A) If a Removal Event exists with respect to a Member (an “Impaired Member”), the Membership Interest owned by the Impaired Member will be subject to purchase by the other Member (the “Non-Impaired Member”), at its option, in accordance with this Article 9. The Non-Impaired Member may exercise its right to purchase the Membership Interest owned by the Impaired Member by giving notice (a “Purchase Notice”) to the Impaired Member at any time while a Removal Event exists with respect to the Impaired Member. The purchase of the Impaired Member’s Membership Interest will be closed in accordance with Section 9.4. (B) Subject to adjustments provided for in Section 9.4, the purchase price to be paid the Impaired Member for its Membership Interest will be the amount that the Impaired Member would receive as distributions from the Company under Section 6.1 assuming that (i) the Project were sold for its fair market value determined in accordance with Section 9.1(C) and the Company was liquidated without establishment of any reserves for contingent or unliquidated liabilities, using book value as the fair market value for all assets of the Company other than the Project. In making such valuation, it shall be assumed that (x) any outstanding loan is continued so that no prepayment penalty or similar charge is due, (y) the value of the Project is reduced for any transfer tax that would be due in connection with a sale of the Project, unless a transfer tax is due as a result of the transfer of the Membership Interest owned by the Impaired Member and (z) the Company incurred 0.70% of the fair market value determined in accordance with Section 9.1(C) for brokerage fees, attorneys fees and expenses, title insurance and other transaction costs. (C) If the Non-Impaired Member elects to purchase the Membership Interest of the Impaired Member, the Members shall confer to attempt to agree upon a fair market value for the Project and, if they are able to do so, the value as they agree will be taken as the fair market value for the Project. If the Members do not reach agreement on the fair market value for the Project within 15 days after delivery of the Purchase Notice, as applicable, each Member shall select a broker who has at least 10 years experience with residential projects in the Washington, D.C. metropolitan area and shall deliver to the other Member a written notice identifying the broker selected by it. If only one Member gives timely notify of the selection of a brok...
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Related to Buy-Out of Impaired Member

  • Admission of Member The Member is deemed admitted as the Member of the Company upon its execution and delivery of this Agreement.

  • Admission of Additional Members One or more additional members of the Company may be admitted to the Company with the written consent of the Member.

  • Admission of Substitute Member A person who acquires the Member’s entire limited liability company interest by transfer or assignment shall be admitted to the Company as a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become the “Member” for purposes of this Agreement.

  • Admission of Members Other persons may be admitted as Members from time to time pursuant to the provisions of this Agreement.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Action by Members Without a Meeting Action required or permitted to be taken at a meeting of Members may be taken without a meeting if the action is evidenced by one or more written consents describing the action taken, signed by all Members and delivered to the Secretary or any Assistant Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section is effective when all Members have signed the consent, unless the consent specifies a different effective date.

  • Dissociation of a Member The withdrawal, resignation, retirement, disability, expulsion, or bankruptcy of a member will terminate the membership of the member in the Company. Such a member will be deemed a “dissociated member.”

  • Admission of Substitute Limited Partner (a) Subject to the other provisions of this Article 9, an assignee of the Limited Partnership Interest of a Limited Partner (which shall be understood to include any purchaser, transferee, donee, or other recipient of any disposition of such Limited Partnership Interest) shall be deemed admitted as a Limited Partner of the Partnership only with the consent of the General Partner and upon the satisfactory completion of the following: (i) The assignee shall have accepted and agreed to be bound by the terms and provisions of this Agreement by executing a counterpart or an amendment thereof, including a revised Exhibit A, and such other documents or instruments as the General Partner may require in order to effect the admission of such Person as a Limited Partner. (ii) To the extent required, an amended Certificate evidencing the admission of such Person as a Limited Partner shall have been signed, acknowledged and filed for record in accordance with the Act. (iii) The assignee shall have delivered a letter containing the representation set forth in Section 9.1(a) hereof and the agreement set forth in Section 9.1(b) hereof. (iv) If the assignee is a corporation, partnership or trust, the assignee shall have provided the General Partner with evidence satisfactory to counsel for the Partnership of the assignee’s authority to become a Limited Partner under the terms and provisions of this Agreement. (v) The assignee shall have executed a power of attorney containing the terms and provisions set forth in Section 8.2 hereof. (vi) The assignee shall have paid all legal fees and other expenses of the Partnership and the General Partner and filing and publication costs in connection with its substitution as a Limited Partner. (vii) The assignee has obtained the prior written consent of the General Partner to its admission as a Substitute Limited Partner, which consent may be given or denied in the exercise of the General Partner’s sole and absolute discretion. (b) For the purpose of allocating Profits and Losses and distributing cash received by the Partnership, a Substitute Limited Partner shall be treated as having become, and appearing in the records of the Partnership as, a Partner upon the filing of the Certificate described in Section 9.3(a)(ii) hereof or, if no such filing is required, the later of the date specified in the transfer documents or the date on which the General Partner has received all necessary instruments of transfer and substitution. (c) The General Partner shall cooperate with the Person seeking to become a Substitute Limited Partner by preparing the documentation required by this Section and making all official filings and publications. The Partnership shall take all such action as promptly as practicable after the satisfaction of the conditions in this Article 9 to the admission of such Person as a Limited Partner of the Partnership.

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • Death of Member Upon the death of the Member, the Company shall be dissolved. By separate written documentation, the Member shall designate and appoint the individual who will wind down the Company’s business and transfer or distribute the Member's Interests and Capital Account as designated by the Member or as may otherwise be required by law.

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