Rights Prohibitions and Representations With Respect to Members Sample Clauses

Rights Prohibitions and Representations With Respect to Members. 31 Section 7.1 RIGHTS OF MEMBERS 31 Section 7.2 PROHIBITIONS WITH RESPECT TO THE MEMBERS 32 Section 7.3 REDEMPTION RIGHT 32 Section 7.4 BASIS ANALYSIS 35 Section 7.5 MEMBER GUARANTEES 35 Section 7.6 CONVERSION OF LTIP UNITS 35 Section 7.7 VOTING RIGHTS OF LTIP UNITS 38 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO MEMBERS 39 Section 8.1 DISTRIBUTIONS OF CASH FLOW 39 Section 8.2 NO RIGHT TO DISTRIBUTIONS IN KIND 40 Section 8.3 WITHDRAWALS 40 Section 8.4 AMOUNTS WITHHELD 40 ARTICLE IX TRANSFERS OF INTERESTS 42 Section 9.1 ASHFORD INC. 42 Section 9.2 RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS 43 Section 9.3 ADMISSION OF SUBSTITUTE MEMBER 44 Section 9.4 RIGHTS OF ASSIGNEES OF MEMBERSHIP INTERESTS 45 Section 9.5 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A MEMBER 46 Section 9.6 JOINT OWNERSHIP OF INTERESTS 46 Section 9.7 TRANSFEREES 46 Section 9.8 ABSOLUTE RESTRICTION 47 Section 9.9 INVESTMENT REPRESENTATION 47 ARTICLE X TERMINATION OF THE COMPANY 47 Section 10.1 TERMINATION 47 Section 10.2 PAYMENT OF DEBTS 48 Section 10.3 DEBTS TO MEMBERS 48 Section 10.4 REMAINING DISTRIBUTION 48 Section 10.5 RESERVE 49 Section 10.6 FINAL ACCOUNTING 49 ARTICLE XI AMENDMENTS 49 Section 11.1 AUTHORITY TO AMEND 49 Section 11.2 NOTICE OF AMENDMENTS 50 Section 11.3 IMPLEMENTATION OF AMENDMENT 50 ARTICLE XII POWER OF ATTORNEY 50 Section 12.1 POWER 50 Section 12.2 SURVIVAL OF POWER 51 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 51 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 51 Section 13.2 MEETINGS OF MEMBERS 52 Section 13.3 OPINION 52 Section 13.4 SUBMISSIONS TO MEMBERS 52 ARTICLE XIV MISCELLANEOUS 53 Section 14.1 GOVERNING LAW 53 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 53 Section 14.3 ENTIRE AGREEMENT 53 Section 14.4 SEVERABILITY 53 Section 14.5 NOTICES 53 Section 14.6 TITLES AND CAPTIONS 53 Section 14.7 COUNTERPARTS 53 Section 14.8 TERMS 54 Section 14.9 SURVIVAL OF RIGHTS 54 EXHIBIT A – List of Members EXHIBIT B – Federal Income Tax Matters EXHIBIT C – Notice of Exercise of Redemption Right EXHIBIT D – Notice of Election by Member to Convert LTIP Units into Common Units EXHIBIT E – Notice of Election by the Company to Force Conversion of LTIP Units into Common Units AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASHFORD HOSPITALITY ADVISORS LLC
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Rights Prohibitions and Representations With Respect to Members 
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Related to Rights Prohibitions and Representations With Respect to Members

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Actions with Respect to Defaults In addition to Agent’s right to take actions on its own accord as permitted under this Agreement, Agent shall take such action with respect to an Event of Default as shall be directed by the Required Lenders. Until Agent shall have received such directions, Agent may act or not act as it deems advisable and in the best interests of the Lenders.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

  • Understandings With Respect to Waivers and Consents Guarantor warrants and agrees that each of the waivers and consents set forth herein are made with full knowledge of their significance and consequences, with the understanding that events giving rise to any defense or right waived may diminish, destroy or otherwise adversely affect rights which Guarantor otherwise may have against Borrower, Beneficiary or others, or against any Collateral, and that, under the circumstances, the waivers and consents herein given are reasonable and not contrary to public policy or law. Guarantor acknowledges that it has either consulted with legal counsel regarding the effect of this Guaranty and the waivers and consents set forth herein, or has made an informed decision not to do so. If this Guaranty or any of the waivers or consents herein are determined to be unenforceable under or in violation of applicable law, this Guaranty and such waivers and consents shall be effective to the maximum extent permitted by law.

  • Obligations With Respect to Capital Stock As of the date hereof, ----------------------------------------- except as set forth in Section 2.2, there are no equity securities, partnership interests or similar ownership interests of any class of Oplink, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of the date hereof, except for securities Oplink owns, directly or indirectly through one or more subsidiaries, there are no equity securities, partnership interests or similar ownership interests of any class of any subsidiary of Oplink, or any security exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests issued, reserved for issuance or outstanding. As of the date hereof, except as set forth in Section 2.2, and other than the rights to purchase shares of Oplink Company Stock pursuant to offer letters for prospective employees of Oplink in the ordinary course of business and consistent with past practice set forth in Section 2.3 of the Oplink Disclosure Letter, there are no options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Oplink or any of its subsidiaries is a party or by which it is bound obligating Oplink or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition, of any shares of capital stock of Oplink or any of its subsidiaries or obligating Oplink or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such option, warrant, equity security, partnership interest or similar ownership interest, call, right, commitment or agreement. Except for the Oplink Voting Agreements and Oplink Stock Option Agreement, there are no registration rights and, to the Knowledge of Oplink there are no voting trusts, proxies or other agreements or understandings with respect to the registration or voting of any equity security of any class of Oplink or with respect to the registration or voting of any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • Representations, Warranties and Agreements of the Underwriters Each Underwriter represents and warrants to, and agrees with, the Company and each other Underwriter that:

  • Survival of Representations, Warranties and Agreements; Third Party Beneficiary Notwithstanding any investigation made by any party to this Agreement or by the Placement Agent, all covenants, agreements, representations and warranties made by the Company and the Investor herein will survive the execution of this Agreement, the delivery to the Investor of the Shares and Warrants being purchased and the payment therefor. The Placement Agent shall be a third party beneficiary with respect to the representations, warranties and agreements of the Investor in Section 4 hereof.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

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