Entireties; Amendments. This Agreement and its exhibits constitute the entire agreement between the Partners relative to the formation of the Partnership. Except as otherwise provided herein, no amendments to this Agreement shall be binding upon any Partner unless set forth in a document duly executed by such Partner.
Entireties; Amendments. This Agreement and its exhibits constitute the entire agreement between the Members relative to the formation of the Company. Except as otherwise provided herein, no amendments to this Agreement shall be binding upon any Member unless set forth in a document duly executed by such Member.
Entireties; Amendments. This Agreement and its exhibits constitute the entire agreement between the Members relative to the formation of the Company. Except as otherwise provided herein, no amendments to this Agreement shall be binding upon any Member unless set forth in a document duly executed by such Member. Notwithstanding the foregoing, the Managing Member shall have the right to execute any amendments to this Agreement without the consent or execution by the Glimcher Member if the Glimcher Member is removed as Administrative Member of the Company pursuant to the terms of this Agreement to effectuate the removal of the Glimcher Member as the Administrative Member and the appointment of a replacement Administrative Member; provided that no such amendment shall otherwise have an adverse economic effect on the Glimcher Member or decrease its rights or increase its obligations hereunder.
Entireties; Amendments. 64 Section 11.4 Waiver ......................................... 64 Section 11.5 Severability ................................... 65
Entireties; Amendments. This Agreement, the Subscription Agreement and the other agreements expressly contemplated hereby constitute the entire agreement between the Members relative to the formation of the Company and the terms and conditions set forth herein. The Company and each Member acknowledge and agree that, except for the representations and warranties made by the Members as expressly set forth in this Agreement, the Subscription Agreement and the other agreements expressly contemplated hereby, none of the Members or any of their respective Affiliates or representatives makes or has made to the Company, any Member or any of their respective Affiliates or representatives any representation or warranty of any kind. Any amendment to this Agreement shall be effective only if set forth in a writing duly executed by each of the Members.
Entireties; Amendments. (a) This Agreement and its exhibits constitute the entire agreement between the Members relative to the formation of the Company.
(b) This Agreement may be modified or amended by the Manager, without the consent or approval of the Members: (i) to cure any ambiguity, to correct or supplement any provision herein which would be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement which will not be inconsistent with the provisions of this Agreement; (ii) to delete or add any provision of this Agreement required to be so deleted or added by any federal agency or by a state “Blue Sky” commissioner or similar official, which addition or deletion is deemed by such agency or official to be for the benefit or protection of the Members; (iii) to admit additional Members pursuant to Article 3; (iv) to bring the Company or its operations into compliance with the Code; or (v) to provide for any “special purpose” or “bankruptcy remote” provisions or any other provisions as may be required by any lender or otherwise deemed to be in the interests of the Company; provided however, that no amendment shall be adopted pursuant to this Section 11.3 unless the adoption thereof (A) is not adverse to the interest of the Members; (B) does not affect the method of distribution of cash or allocation of Profits or Losses among the Members (except to the extent required by the Code); and (C) does not affect the limited liability of the Members contemplated by this Agreement or the status of the Company as a limited liability company for federal income tax purposes. The power of attorney granted pursuant to Section 11.11 may be used by the Manager to execute on behalf of a Member any document evidencing or effecting an amendment adopted in accordance with this Section 11.3.
(c) This Agreement also may be modified or amended with the written consent of the Manager and of the holders of a majority of the Membership Interests; provided however, that any modification or amendment which would (i) increase the liability for failure to make any Capital Contributions payable by the Members, (ii) affect the method of distribution of cash or allocation of Profits or Losses among the Members, or (iii) amend Sections 2.5, 4.2(b), 9.1, or this Section 11.3, shall require the written consent of all the Members.
Entireties; Amendments. This Agreement and its exhibits constitute the entire agreement between the Members relative to the Company. Neither this Agreement nor any provisions hereof may be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of any Member, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.
Entireties; Amendments. 53 Waiver; Consents; Determinations, Etc . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Establishment of Beneficial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Ownership of Property and Right of Partition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Entireties; Amendments. This Agreement and its exhibits constitute the entire agreement between the Members relative to the formation of the Company.
Entireties; Amendments. This Agreement and its exhibits constitute the entire agreement between the Members relative to the formation of the Company. Except as otherwise provided herein, no amendments to this Agreement shall be binding upon any Member unless set forth in a document duly executed by such Member. Notwithstanding the foregoing, after three (3) Business Days’ prior written notice to the HGV Member (that shall be accompanied by a draft of the proposed amendment to this Agreement), the Managing Member shall have the right to execute any reasonably necessary amendments to this Agreement without the consent or execution by the HGV Member; provided that no such amendment shall materially and adversely alter the rights or obligations of HGV Member in a specific manner separate and distinct from such amendment’s or action’s treatment of the other Members.
