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Each Member Sample Clauses

Each Member. Each Member hereby represents and warrants that as of the date hereof each of the following is true and accurate: (a) Such Member, if other than an individual, is a duly organized entity under the laws of its state of organization and has the requisite power and authority to enter into and carry out the terms of this Agreement, and all required action has been taken to authorize such Member to execute and consummate this Agreement; (b) Such Member has been duly authorized to enter into this Agreement, and such Member is not a foreign person as defined under the Code and Regulations; (c) To the best of such Member’s knowledge, neither the execution of nor the compliance with this Agreement has resulted or will result in a default under, or will create, any encumbrance on the Property, and there is no action pending or threatened which questions the validity or enforceability of this Agreement as to such member; (d) The address shown on Exhibit A constitutes such Member’s principal place of business; (e) The Units to be acquired hereunder are being acquired by such Member for investment only and for such Member’s own account; no Person other than such Member has or shall have any beneficial interest in such Units; and such Member has no present intention of distributing, reselling or assigning such Units; (f) Such Member understands that the Units have not been registered under the Securities Act of 1933, as amended (“1933 Act”), or under the laws of any jurisdiction; that the Company does not intend and is under no obligation to so register such Units; that such Units may not be sold, assigned, pledged or otherwise transferred except upon delivery to the Company of an opinion of counsel satisfactory to the Managers that registration under the 1933 Act is not required for such transfer will not be in violation of the 1933 Act, applicable state securities laws or any rule or regulation promulgated thereunder; and that legends to the foregoing effect will be placed on all documents evidencing such Units. Such Member understands that the foregoing does not limit other restrictions regarding the transfer of its Units set forth in this Agreement or in the Act; (g) Such Member is aware that the investment in the Company involves a high degree of risk, limited liquidity and substantial restrictions on transferability; (h) Such Member is able to bear the economic risk of its investment in the Company and the loss of all or substantially all of such investment; (i) S...
Sample 1
Each Member. 6.2.1 agrees that he will notify the LLP of the details of all or any such Member Idea or Member Idea Product immediately it is produced, and whether or not it is complete and/or still subject to additional work or modification; 6.2.2 will, on receipt of a written request by the LLP and at the LLP’s reasonable expense and subject to the Specified Member’s rights under clause 6.1.2, enter into a separate confirmatory assignment with the LLP, or an Affiliate, to formally record that the Member’s rights, title, benefit and interest in and to the Member Idea Products made or developed by him have been assigned to the LLP or an Affiliate and will provide all reasonable assistance to the LLP or any Affiliate to protect, maintain and enforce such rights anywhere in the world; 6.2.3 hereby irrevocably appoints the LLP to be his attorney to execute any document or do anything in his name and on his behalf to ensure his compliance with this clause 6, and a certificate in writing, signed by a Director, stating that any instrument or act falls within the authority hereby conferred shall be conclusive evidence that such is the case as far as any third party is concerned; and 6.2.4 hereby irrevocably and unconditionally waives in favour of the LLP, or any relevant Affiliate as the case may be, the moral rights in any Member Idea Product conferred on them by virtue of the Copyright Designs and Patents Axx 0000 or any analogous or similar laws anywhere in the world.
Sample 1

Related to Each Member

  • 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.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • THE MEMBERS Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

  • Each Party Each Party represents and warrants to the other that: (i) it has the power to enter into and perform its obligations under this Agreement; and (ii) it has duly executed this Agreement by duly authorized persons so as to constitute valid and binding obligations of that Party.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Limited Partner The name and address of the New Limited Partner of the Partnership is 0000 X. Xxxx Xxxxx Xxxxxxxxx, 0xx Xxxxx, Xxxxx, Xxxxxxx 00000. The names and addresses of any other Limited Partners shall be set forth on Exhibit B, as amended from time to time, attached hereto and incorporated herein by this reference. The Partnership Interest of a Limited Partner shall be referred to herein as a “Limited Partnership Interest.”

  • Member The Member owns 100% of the limited liability company interests in the Company.

  • The Manager The Manager assumes and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense, provide the office space, equipment and facilities which it is obligated to provide under Article I hereof, and shall pay all compensation of officers of the Fund and all Directors who are affiliated persons of the Manager.

  • Other Members The Holding Company may offer the Offer Shares, if any, remaining after the Subscription Offering, in the Community Offering on a priority basis to natural persons residing in the New Jersey counties of Cumberland and Gloucester; to the Minority Stockholders as of the Voting Record Date, and then to the general public. In the event a Community Offering is held, it may be held at any time during or immediately after the Subscription Offering. Depending on market conditions, Offer Shares available for sale but not subscribed for in the Subscription Offering or purchased in the Community Offering may be offered in the Syndicated Community Offering to members of the general public through a syndicate of registered broker-dealers under the terms set forth on Exhibit A (“Assisting Brokers”) that are members of the Financial Industry Regulatory Authority (“FINRA”) managed by Stifel as the sole book running manager. It is acknowledged that the number of Offer Shares to be sold in the Offering may be increased or decreased as described in the Prospectus (as hereinafter defined); that the purchase of the Offer Shares in the Offering is subject to maximum and minimum purchase limitations as described in the Plan and the Prospectus; and that the Holding Company may reject, in whole or in part, any subscription received in the Community Offering and Syndicated Community Offering. The Holding Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 (File No. [__________]) in order to register the Shares under the Securities Act of 1933, as amended (the “1933 Act”), and the regulations promulgated thereunder (the “1933 Act Regulations”), and has filed such amendments thereto as have been required to the date hereof (the “Registration Statement”). The prospectus, as amended, included in the Registration Statement at the time it initially became effective is hereinafter called the “Prospectus,” except that if any prospectus is filed by the Holding Company pursuant to Rule 424(b) or (c) of the 1933 Act Regulations differing from the prospectus included in the Registration Statement at the time it initially becomes effective, the term “Prospectus” shall refer to the prospectus filed pursuant to Rule 424(b) or (c) from and after the time said prospectus is filed with the Commission and shall include any supplements and amendments thereto from and after their dates of effectiveness or use, respectively. In connection with the Conversion, the MHC filed with the OTS an application for conversion to a stock company (together with any other required ancillary applications and/or notices, the “Conversion Application”) and amendments thereto as required by the OTS in accordance with the Home Owners’ Loan Act, as amended (the “HOLA”), and 12 C.F.R. Parts 575 and 563b (collectively with the HOLA, the “Conversion Regulations”). The Holding Company has also filed with the OTS its application on Form H-(e)1-S (together with any interim merger applications and any other required ancillary applications and/or notices, the “Holding Company Application”) to become a unitary savings and loan holding company under the HOLA and the regulations promulgated thereunder. Collectively, the Conversion Application and the Holding Company Application may also be termed the “Applications.” Concurrently with the execution of this Agreement, the Holding Company is delivering to the Agent copies of the Prospectus dated [______________], 2010 to be used in the Subscription Offering and Community Offering (if any), and, if necessary, will deliver copies of the Prospectus and any prospectus supplement for use in a Syndicated Community Offering.

Most Referenced Clauses

Most Referenced Definitions