Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds, without the approval of any Member or any other Person, by causing the Company to incur Debt to any Person (other than, except as contemplated in Section 4.3.B, the Managing Member or CLNS Credit) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable or exchangeable for Membership Units; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees).
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Colony NorthStar Credit Real Estate, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (NorthStar Real Estate Income II, Inc.)
Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds, without the approval of any Member or any other Person, Funds by causing the Company to incur Debt to any Person (other than, except as contemplated in Section 4.3.B3.3(d), the Managing Member or CLNS CreditMember) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable or exchangeable for Membership Company Units; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees).
Appears in 3 contracts
Samples: Limited Liability Company Operating Agreement (Genesis Healthcare, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds, without the approval of any Member or any other Person, Funds by causing the Company to incur Debt to any Person (other than, except as contemplated in Section 4.3.B4.3(c), the Managing Member or CLNS CreditMember) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable redeemable, or exchangeable for Membership Company Units; provided, however, that the Company shall not incur any such Debt if any Member (other than the Managing Member in its capacity as such) would be personally liable for the repayment of such Debt (unless such Member otherwise agrees).
Appears in 3 contracts
Samples: Operating Agreement (Biote Corp.), Limited Liability Company Agreement (OppFi Inc.), Business Combination Agreement (FG New America Acquisition Corp.)
Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds, without the approval of any Member or any other Person, by causing the Company to incur Debt to any Person (other than, except as contemplated in Section 4.3.B, the Managing Member or CLNS CreditBrightSpire Capital) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable or exchangeable for Membership Units; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees).
Appears in 1 contract
Samples: Limited Liability Company Agreement (BrightSpire Capital, Inc.)
Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds, without the approval of any Member or any other Person, Funds by causing the Company to incur Debt to any Person (other than, except as contemplated in Section 4.3.B4.3.D, the Managing Member or CLNS CreditCLNY) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable or exchangeable for Membership Units; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony Financial, Inc.)
Loans by Third Parties. The Managing Member, on behalf of the Company, may obtain any Additional Funds, without the approval of any Member or any other Person, by causing the Company to incur Debt to any Person (other than, except as contemplated in Section 4.3.B, the Managing Member or CLNS CreditCLNS) upon such terms as the Managing Member determines appropriate, including making such Debt convertible, redeemable or exchangeable for Membership Units; provided, however, that the Company shall not incur any such Debt if any Member would be personally liable for the repayment of such Debt (unless such Member otherwise agrees).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Colony NorthStar, Inc.)