Common use of Liquidating Member Clause in Contracts

Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Managing Member, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Managing Member shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Strategic Hotels & Resorts, Inc), Limited Liability Company Agreement (Strategic Hotels & Resorts, Inc), Limited Liability Company Agreement (Strategic Hotels & Resorts, Inc)

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Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the company Company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Managing Member, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Managing Member shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Behringer Harvard Opportunity REIT II, Inc.), Limited Liability Company Agreement (Behringer Harvard Opportunity REIT II, Inc.), Limited Liability Company Agreement (Behringer Harvard Opportunity REIT II, Inc.)

Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the company Company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Managing MemberBoard of Managers, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Managing Member Board of Managers shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.

Appears in 2 contracts

Samples: Operating Agreement (Bh Re LLC), Operating Agreement (Bh Re LLC)

Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company and all Subsidiaries all papers which shall be necessary or desirable to effect the dissolution and termination of the company Company and each Subsidiary in accordance with the provisions of this Article XIXII. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Managing Member, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Managing Member shall reasonably request to effectuate the proper dissolution and termination of the CompanyCompany and each Subsidiary, including the winding up of the business of the CompanyCompany and each Subsidiary.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Gramercy Capital Corp), Limited Liability Company Agreement (Mack Cali Realty Corp)

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Liquidating Member. The Liquidating Member is hereby irrevocably appointed as the true and lawful attorney in the name, place and stead of each of the Members, such appointment being coupled with an interest, to make, execute, sign, acknowledge and file with respect to the Company all papers which shall be necessary or desirable to effect the dissolution and termination of the company Company in accordance with the provisions of this Article XI. Notwithstanding the foregoing, each Member, upon the request of the Liquidating Member or the Managing MemberManagers, shall promptly execute, acknowledge and deliver all such documents, certificates and other instruments as the Liquidating Member or the Managing Member Managers shall reasonably request to effectuate the proper dissolution and termination of the Company, including the winding up of the business of the Company.

Appears in 2 contracts

Samples: Operating Agreement (Bh Re LLC), Operating Agreement (Bh Re LLC)

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