MEMBERSHIP SALES Sample Clauses

MEMBERSHIP SALES. Tenant shall not sell and/or classify or reclassify memberships, or set initiation fees, dues and other charges or materially increase or decrease the number of memberships available at the Property, except as follows: (a) in accordance with Transferor's past practice, as reasonably approved by Landlord, or (b) membership plans and fees proposed by Tenant and approved by Landlord, in Landlord's reasonable discretion.
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MEMBERSHIP SALES. 24 9.4 Landlord to Grant Easements, Etc.. . . . . . . . . . . . . . . . 24 9.5 Tenant's Additional Covenants. . . . . . . . . . . . . . . . . . 25 9.6 Valuation of Remainder Interest in Lease . . . . . . . . . . . . 25
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MEMBERSHIP SALES. 24 9.4 LANDLORD TO GRANT EASEMENTS, ETC . . . . . . . . . . . . . . . . 24 9.5
Sample 1See All (5)
MEMBERSHIP SALES. Borrower shall not sell and/or classify or reclassify memberships, or set initiation fees or other charges which results in a reduction in the individual membership dues payable by members at the Innisbrook Property without the consent of the Lender, which consent shall not be unreasonably withheld or delayed. In addition, Borrower shall not materially increase the number of golfing memberships in any calendar year at the Innisbrook Property if such sales would diminish the long-term value of the Property.
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MEMBERSHIP SALES. 39 (d) Grant of Easements, Etc.. . . . . . . . . 39 (e) Borrower's Additional Covenants as to Use. . . . . . . . . . . . . . . . . . 40 6.5
Sample 1
MEMBERSHIP SALES. Subject to the limitations set forth herein, the FLCC may, from time-to-time in its sole discretion establish and modify initiation fees and dues applicable to defined categories of Membership in the Country Club. Upon the transfer of ownership of a lot within the Subdivision from Seller to the purchasing property owner, the Seller may, subject to any limitations imposed by Section 12.1(b) of this Agreement below, require the Purchaser and/or the FLCC to provide, and the Purchaser and/or the FLCC shall provide the purchasing property owner with a Membership in the Country Club upon payment in full to the FLCC of the then applicable initiation fee, provided that for the one (1) year period following the Closing Date such initiation fee shall not exceed $16,000.00. Thereafter, the initiation fee may be increased by 10% per year, but in no event may the initiation fee exceed $20,000.00 whilst Seller or its Successor remains the Declarant. Seller shall be entitled to a commission of ten percent (10%) of the initiation fee for each Membership sold, which commission shall be deducted from the initiation fee and paid directly to Seller. Thereafter, the property owner obtaining such Membership shall be required to pay all fees and charges, including but not limited to, any applicable minimums, and to comply with all terms and conditions of usage, applicable to the category of Membership enjoyed by such Member as such charges, fees, dues, minimums, terms and conditions may be modified by the FLCC from time-to-time. At such time as the total number of “golf” Memberships issued in the Country Club (excluding any “sport memberships”) equals four hundred fifty (450), Seller’s right to offer Memberships that allow use of the Golf Course under this Section 12.1(a) shall cease and terminate. Thereafter, Seller, while it remains the Declarant, and its Successor, may continue to offer golf Memberships but only to the extent and of the type then being offered by the Purchaser or the FLCC. Seller, while it remains the Declarant, and its Successor, without restriction as to number, may offer any non-golf Membership then being offered by the Country Club.
Sample 1
MEMBERSHIP SALES. Tenant shall not sell and/or classify or reclassify memberships, or set initiation fees or other charges which results in a reduction in the individual membership dues payable by members at the Property without the consent of the Landlord, which consent shall not be unreasonably withheld or delayed. In addition, Tenant shall not materially increase the number of golfing memberships in any calendar year at the Property if such sales would diminish the long-term value of the Property.
Sample 1
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Related to MEMBERSHIP SALES

  • Membership Dues Association membership dues, as explicitly approved by the Trustees;

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Partnership Status The parties intend to treat the Partnership as a partnership for U.S. federal income tax purposes.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Membership The Committee shall include nine (9) members - five (5) representatives from CUPE/SCFP and four (4) representatives from the CTA. Up to two (2) advisors from the Ministry of Education shall act in a resource capacity to the committee. Other persons may attend meetings in order to provide support and resources as mutually agreed. Up to one (1) representative from each of the four (4) employee bargaining agencies at the other education workers tables will be invited to participate on the Committee.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.

  • Purchase or Sale of Partnership Securities The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Securities; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Securities are held by any Group Member, such Partnership Securities shall not be considered Outstanding for any purpose, except as otherwise provided herein. The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Securities for its own account, subject to the provisions of Articles IV and X.

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