Seller Financing. Section 3.4(x) of this Agreement prohibits the extension by the Company, directly or indirectly, of seller financed loans (i.e., the seller accepts a secured promissory note in lieu of cash in payment of all or a portion of the sales price of Acquired Property) (“Seller Financed Loans”) to purchasers of any Asset, Collateral or Acquired Property (or any portion thereof) without the express prior written consent of the Initial Member, to be granted, withheld or conditioned it its sole and absolute discretion. Any request by the Manager for any such consent must identify all material terms and conditions of the proposed Seller Financed Loan, provide the form of Seller Financed Loan documents, and identify any other term or condition that the Initial Member may determine in its reasonable discretion is necessary for it to consider whether to approve such proposed Seller Financed Loan. Upon the provision of any Seller Financed Loan, the Manager must, or must cause the Company to, promptly deliver each original promissory note (with each Seller Financed Loan being duly evidenced by one or more original promissory notes) and the other original Seller Financed Loan documents to the Custodian. In the event the Company provides any Seller Financed Loans (or other financing) in violation of this Agreement (including the restriction in Section 3.4(x)), then, in addition to and without any limitation of any of the indemnification obligations under Section 4.6 or any of the other rights or remedies of the Initial Member, the Manager will be required to indemnify and make whole the Company and each Ownership Entity (and, without duplication, each Indemnified Party) for any Losses (including lost profits) they may incur in connection with such Seller Financed Loans (or other financing) or any failure of any borrower or other obligor to comply with any of its obligations thereunder, including any failure to pay principal or interest payable thereunder.
Appears in 4 contracts
Samples: Private Owner Interest Sale and Assignment Agreement, Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement
Seller Financing. Section 3.4(x) of this Agreement prohibits the extension by the Company, directly or indirectly, of seller financed loans (i.e., the seller accepts a secured promissory note in lieu of cash in payment of all or a portion of the sales price of Acquired Property) (“Seller Financed Loans”) to purchasers of any Asset, Collateral or Acquired Property (or any portion thereof) without the express prior written consent of the Initial Member, to be granted, withheld or conditioned it its sole and absolute discretion. Any request by the Manager for any such consent must identify all material terms and conditions of the proposed Seller Financed Loan, provide the form of Seller Financed Loan documents, and identify any other term or condition that the Initial Member may determine in its reasonable discretion is necessary for it to consider whether to approve such proposed Seller Financed Loan. Upon the provision of any Seller Financed Loan, the Manager must, or must cause the Company to, promptly deliver each original promissory note (with each Seller Financed Loan being duly evidenced by one or more original promissory notes) and the other original Seller Financed Loan documents to the Custodian. In the event the Company provides any Seller Financed Loans (or other financing) in violation of this Agreement (including the restriction in Section 3.4(x)), then, in addition to and without any limitation of any of the indemnification obligations under Section 4.6 or any of the other rights or remedies of the Initial Member, the Manager will be required to indemnify and make whole the Company and each Ownership Entity (and, without duplication, each Indemnified Party) for any Losses (including lost profits) they may incur in connection with such Seller Financed Loans (or other financing) or any failure of any borrower or other obligor to comply with any of its obligations thereunder, including any failure to pay principal or interest payable thereunder.Section
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Private Owner Interest Sale and Assignment Agreement
Seller Financing. Section 3.4(x) of this Agreement prohibits the extension by the Company, directly or indirectly, of seller financed loans (i.e., the seller accepts a secured promissory note in lieu of cash in payment of all or a portion of the sales price of Acquired Property) (“Seller Financed Loans”) to purchasers of any Asset, Collateral or Acquired Property (or any portion thereof) without the express prior written consent of the Initial Membereach Required Consenting Party, to be granted, withheld or conditioned it its sole and absolute discretion. Any request by the Manager for any such consent must identify all material terms and conditions of the proposed Seller Financed Loan, provide the form of Seller Financed Loan documents, and identify any other term or condition that the Initial Member any Required Consenting Party may determine in its reasonable discretion is necessary for it to consider whether to approve such proposed Seller Financed Loan. Upon the provision of any Seller Financed Loan, the Manager must, or must cause the Company to, promptly deliver each original promissory note (with each Seller Financed Loan being duly evidenced by one or more original promissory notes) and the other original Seller Financed Loan documents to the Custodian. In the event the Company provides any Seller Financed Loans (or other financing) in violation of this Agreement (including the restriction in Section 3.4(x)), then, in addition to and without any limitation of any of the indemnification obligations under Section 4.6 or any of the other rights or remedies of the Initial Member, the Manager will be required to indemnify and make whole the Company and each Ownership Entity (and, without duplication, each Indemnified Party) for any Losses (including lost profits) they may incur in connection with such Seller Financed Loans (or other financing) or any failure of any borrower or other obligor to comply with any of its obligations thereunder, including any failure to pay principal or interest payable thereunder.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement, Private Owner Interest Sale and Assignment Agreement