Owner LLC Agreements Sample Clauses

Owner LLC Agreements. Prior to the Closing, the Seller shall amend and restate each Owner LLC Agreement to add or remove such terms as are necessary to provide that (i) the LLC Interests of the applicable Owner are freely transferable by the member(s) of such Owner and (ii) such Owner’s existence shall be perpetual, and, in each case (i) and (ii), each Owner LLC Agreement shall be otherwise silent with respect to the applicable topics (i.e., subject only to the default requirements of the Delaware Limited Liability Company Act). Whenever in this Section 7.1 Seller is required to obtain the Purchasers’ written approval with respect to any transaction described therein, the Purchasers shall, within five (5) Business Days after receipt of Seller's request therefor, notify Seller of its approval or disapproval of same (setting forth the reasons for any such disapproval) and, if the Purchasers fails to notify Seller of its approval or disapproval within said five (5)-Business-Day period, the Purchasers shall be deemed to have approved same. This Section 7.1 shall survive the Closing through May 31, 2019.
Sample 1
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Owner LLC Agreements. Prior to the Closing, the Seller shall amend and restate each Owner LLC Agreement to add or remove such terms as are necessary to provide that (i) the LLC Interests of the applicable Owner are freely transferable by the member(s) of such Owner and (ii) such Owner’s existence shall be perpetual, and, in each case (i) and (ii), each Owner LLC Agreement shall be otherwise silent with respect to the applicable topics (i.e., subject only to the default requirements of the Delaware Limited Liability Company Act). 40 Whenever in this Section 7.1 Seller is required to obtain the Purchasers’ written approval with respect to any transaction described therein, the Purchasers shall, within five (5) Business Days after receipt of Seller's request therefor, notify Seller of its approval or disapproval of same (setting forth the reasons for any such disapproval) and, if the Purchasers fails to notify Seller of its approval or disapproval within said five (5)-Business-Day period, the Purchasers shall be deemed to have approved same. This Section 7.1 shall survive the Closing through May 31, 2019. 7.2 R&W Insurance Policy and Title Policy. The Purchasers and Seller acknowledge that Losses arising out of breaches of Seller’s Representations and Warranties (other than as a result of fraud or willful misconduct) shall be payable solely through representation and warranty insurance (the “R&W Insurance Policy”) and a policy or policies of title insurance covering the Projects (whether one or more, the “Title Policy” and collectively with the R&W Insurance Policy, the “Insurance Policies”) to be purchased by the Purchasers on or before the Closing Date. Purchasers shall use commercially reasonable efforts to obtain the Insurance Policies, in each case on terms and conditions reasonably acceptable to the Purchasers, on or prior to Closing, provided, however, the subrogation rights of the insurers against the Seller under the Insurance Policies shall in all events be expressly limited to the fraud and willful misconduct of Seller. Without limiting the Purchasers’ obligations under the preceding sentence, the Purchasers shall (i) use all commercially reasonable efforts to satisfy on or prior to the Closing Date all conditions and requirements applicable to the Purchasers to obtaining the Insurance Policies and (ii) pay all policy premiums and other fees and expenses associated with obtaining the Insurance Policies required to be paid at or prior to the Closing. The Purchasers shall...
Sample 1

Related to Owner LLC Agreements

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Ownership Agreements The Manager has received copies of the Agreement of Limited Partnership of the OP, Articles of Incorporation and the other constitutive documents of the Owner (collectively, the “Ownership Agreements”) and is familiar with the terms thereof. The Manager shall use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, shall in any way conflict with the terms of the Ownership Agreements.

  • LLC Agreement This Agreement shall be treated as part of the LLC Agreement as described in Section 761(c) of the Code and Sections 1.704-1(b)(2)(ii)(h) and 1.761-1(c) of the Treasury Regulations.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Operating Agreements The Partnership has performed all of its obligations under each of the Operating Agreements and no fact or circumstance has occurred which, by itself or with the passage of time or the giving of notice or both, would constitute a material default under any of the Operating Agreements. The Partnership shall not enter into any new management agreement, maintenance or repair contract, supply contract, lease in which it is lessee or other agreements with respect to the Property, nor shall the Partnership enter into any agreements modifying the Operating Agreements, unless (a) any such agreement or modification will not bind the Acquiror or the Property after the date of Closing or (b) the Contributors have obtained the Acquiror's prior written consent to such agreement or modification, which consent shall not be unreasonably withheld or delayed.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Operating Agreement You haves received and read a copy of the Company’s Operating Agreement (the “Operating Agreement”) and agree that your execution of this Agreement constitutes your consent to and execution of the Operating Agreement, and, that upon acceptance of this Agreement by the Company, you will become a member of the Company as a holder of Shares. When this Agreement is countersigned by the Company, the Operating Agreement shall be binding upon you as of the closing date.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

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