Loan by Other Member Sample Clauses

Loan by Other Member. Loan to the Company on behalf of the Non-Contributing Member the amount of the Additional Capital Contribution or Member Loan due from the Non-Contributing Member (‘‘Shortfall Loan’’), in which case the Non-Contributing Member: (i) will be liable to the Other Member for the amount of such Shortfall Loan, plus all expenses incurred by the Other Member (not including any interest incurred by the Other Member in borrowing the funds used to fund the Shortfall Loan) and the Company in connection with such Shortfall Loan, including reasonable attorneys’ fees, and interest at the Specified Interest Rate; and (ii) hereby grants the Other Member a lien on its Member Interest to secure repayment of the Shortfall Loan and constitutes the Other Member as its attorney in fact to file a financing statement on form UCC-1 to perfect such lien; provided, however, that the rights under such lien may be exercised by the Other Member only in connection with exercising its rights to purchase such Member’s Member Interest in accordance with Section 8.2(a) (Material Default). The Non-Contributing Member will deliver to the Other Member the certificate representing its Member Interest as security for such lien. Any distributions otherwise due from the Company to the Non-Contributing Member will be applied as described in Section 4.4 (Payment of Distributions if Shortfall Loans Outstanding). The Non-Contributing Member will repay the Shortfall Loan in 20 equal quarterly installments plus interest at the Specified Interest Rate. The Non- Contributing Member’s failure to make any such payment when due is a Material Default under Section 8.2(a). Comment Note that Model JV Agreement § 3.3(b) provides that if one Member fails to make an Additional Capital Contribution or to make a required Member Loan when due, then the Other Member may make the contribution or loan on behalf of the Non- Contributing Member, in which case the Other Member is granted a security interest in the Member Interest of the Non-Contributing Member. The UCC imposes specific restrictions on when and how a creditor can realize on its security and also requires that such realization be carried out in a commercially reasonable manner. While there is some scope to agree upon the standards by which commercial reasonableness is to be judged, the requirements of the UCC cannot generally be varied by agreement.
Sample 1
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Related to Loan by Other Member

  • WORK BY OTHERS The Owner may perform additional Work related to the PROJECT by itself, or it may let other direct contracts which shall contain General Conditions similar to these. The CM will afford the other Contractors who are parties to such direct contracts (or the Owner, if it is performing the additional Work itself), reasonable opportunity for the introduction and storage of materials and equipment and the execution of the Work, and shall properly connect and coordinate his work with theirs. Should the Contract entail relocation of facilities not a part of this Contract, the CM will coordinate and cooperate with the applicable entity responsible for this portion of the work.

  • REMIC Declarations; Other REMIC Matters (a) The Issuer hereby declares its intent that the Trust (or the applicable portion thereof) formed pursuant to the related Trust Documents will constitute, and the affairs of such Trust (or the applicable portion thereof) will be conducted so as to qualify as, one or more REMICs pursuant to Section 860D of Subchapter M of Chapter 1 of the Internal Revenue Code; provided, however, that such portions of any Trust as are expressly excluded from any applicable REMIC in the related Issue Supplement will not constitute a part of any REMIC. The RL Class Certificate of each Two Tier Series or Three Tier Series is hereby designated as the sole “residual interest” in the related Lower Tier REMIC within the meaning of Section 860G(a)(2) of the Internal Revenue Code, and the Lower Tier Regular Interests of each such Two Tier Series or Three Tier Series are hereby designated as “regular interests” in such REMIC within the meaning of Section 860G(a)(1) of the Internal Revenue Code. The RM Class Certificate of each Three Tier Series is hereby designated as the sole “residual interest” in the related Middle Tier REMIC within the meaning of Section 860G(a)(2) of the Internal Revenue Code, and the Middle Tier Regular Interests of each such Three Tier Series are hereby designated as “regular interests” in such REMIC within the meaning of Section 860G(a)(1) of the Internal Revenue Code. The R Class Certificate of each Series is hereby designated as the sole “residual interest” in the Single Tier REMIC or Upper Tier REMIC of such Series, as applicable, within the meaning of Section 860G(a)(2) of the Internal Revenue Code, and each remaining Class of Certificates of such Series (other than the RL Class Certificate and the RM Class Certificate, if any) is hereby designated as a “regular interest” in such REMIC within the meaning of Section 860G(a)(1) of the Internal Revenue Code. The date designated as the “startup day” of each REMIC within the meaning of Section 860G(a)(9) of the Internal Revenue Code will be the Settlement Date specified in the related Issue Supplement.

  • Interest of Members of Congress No member of or delegate to the Congress of the United States will be admitted to any share or part of this contract or to any benefit arising therefrom.

  • Transfer of the Property or a Beneficial Interest in Borrower For purposes of this Section 19 only, “Interest in the Property” means any legal or beneficial interest in the Property, including, but not limited to, those beneficial interests transferred in a bond for deed, contract for deed, installment sales contract, or escrow agreement, the intent of which is the transfer of title by Borrower to a purchaser at a future date. If all or any part of the Property or any Interest in the Property is sold or transferred (or if Borrower is not a natural person and a beneficial interest in Borrower is sold or transferred) without Xxxxxx’s prior written consent, Lender may require immediate payment in full of all sums secured by this Security Instrument. However, Lender will not exercise this option if such exercise is prohibited by Applicable Law. If Lender exercises this option, Lender will give Borrower notice of acceleration. The notice will provide a period of not less than 30 days from the date the notice is given in accordance with Section 16 within which Borrower must pay all sums secured by this Security Instrument. If Xxxxxxxx fails to pay these sums prior to, or upon, the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower and will be entitled to collect all expenses incurred in pursuing such remedies, including, but not limited to: (a) reasonable attorneys’ fees and costs; (b) property inspection and valuation fees; and (c) other fees incurred to protect Xxxxxx’s Interest in the Property and/or rights under this Security Instrument.

  • Withdrawal by a Member A Member has no power to withdraw from the Company, except as otherwise provided in Section 8. SECTION 6 SALARIES, REIMBURSEMENT, AND PAYMENT OF EXPENSES

  • Use by Others Forest Service shall have the right to use any road constructed by Purchaser under this contract for any and all purposes in connection with the protection and administration of the National Forest. Other parties, in connection with the logging of tributary National Forest timber, may use roads constructed by Purchaser hereunder when Contracting Officer determines that such use will not materially interfere with Purchaser’s Operations. Third party use shall be contin- gent upon Contracting Officer determining, and third party agreeing to pay, a fair share of maintenance cost com- mensurate with such commercial use. Unless otherwise provided in C5.4, Forest Service shall authorize other uses of roads constructed by Pur- chaser hereunder only if:

  • End of tenancy 4.6.1 Return possession of the Property in the same good clean state and condition as it was originally provided to the Tenant, even if this was under a different tenancy agreement, and make good, pay for the repair of, or replace all such items of the fixtures, fittings, furniture and effects as shall be broken, lost, damaged or destroyed during that time (reasonable wear and tear and damage for which the Landlord has agreed to insure excepted).

  • 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.

  • Transfer of Membership Interest The Sole Member may Transfer any part or all of its rights and interest (including, but not limited to, its Capital Account) in the Company (each a “Membership Interest”) now owned or hereafter acquired to any Person, and the transferee of such Membership Interest shall become a Member of the Company.

  • Compliance by other operators Except where XXX has directed otherwise in the exercise of its powers under the Act or the Network Code, and except in relation to London Underground Limited and Heathrow Express Operating Company Limited to the extent that such persons are not party to the Network Code, Network Rail shall ensure that all operators of trains having permission to use any track comprised in the Network agree to comply with the Network Code.

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