Statement Concerning Limited Liability Sample Clauses

Statement Concerning Limited Liability. THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING SENIOR HOUSING PROPERTIES TRUST, DATED SEPTEMBER 20, 1999, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF SENIOR HOUSING PROPERTIES TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, SENIOR HOUSING PROPERTIES TRUST. ALL PERSONS DEALING WITH SENIOR HOUSING PROPERTIES TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF SENIOR HOUSING PROPERTIES TRUST FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION. Each of the parties hereto has caused a counterpart of this Agreement to be duly executed as of the date first above written. SENIOR HOUSING PROPERTIES TRUST as Lender By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: President FIVE STAR QUALITY CARE, INC. as Borrower By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE HOLDINGS OF CONCORD, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE OF CONCORD, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE HOLDINGS OF RALEIGH, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE OF RALEIGH, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE HOLDINGS OF GASTONIA, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE OF GASTONIA, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE HOLDINGS OF GREENSBORO, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President MORNINGSIDE OF GREENSBORO, LLC as Borrower By: LIFETRUST AMERICA, INC., as its member By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President FIVE STAR QUALITY CARE — OBX OPERATOR, LLC as Borrower By: /s/ Xxxxx X. Xxxxxx Xx. Name: Xxxxx X. Xxxxxx Xx. Title: President THIS INSTRUMENT PREPARED BY AND AFTER RECORDING RETURN TO: Xxxxx X. Xxxxx, Esq. Xxxxxxxx & Wor...
Sample 1
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Statement Concerning Limited Liability. THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING LANDLORD, DATED JULY 1, 1994, AS AMENDED AND SUPPLEMENTED, AS FILED WITH THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF LANDLORD SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, LANDLORD. ALL PERSONS DEALING WITH LANDLORD IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF LANDLORD FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.
Sample 1

Related to Statement Concerning Limited Liability

  • Limited Liability Except as provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company.

  • Limited Liability of Limited Partners (1) Each Unit of Limited Partnership Interest, when purchased by a Limited Partner, subject to the qualifications set forth below, shall be fully paid and non-assessable. (2) A Limited Partner shall have no liability in excess of his obligation to make contributions to the capital of the Partnership and his share of the Partnership’s assets and undistributed profits, subject to the qualifications provided in the Partnership Act.

  • Limited Liability Company Agreement The Member hereby states that except as otherwise provided by the Act or the Certificate of Formation, the Company shall be operated subject to the terms and conditions of this Agreement.

  • Amendment of Limited Liability Company Agreement (a) Except as otherwise provided in this Section 8.1, this Agreement may be amended, in whole or in part, with: (i) the approval of the Board (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) without the Members approval; and (ii) if required by the 1940 Act, the approval of the Members by such vote as is required by the 0000 Xxx. (b) Any amendment that would: (i) increase the obligation of a Member to make any contribution to the capital of the Company; (ii) reduce the Capital Account of a Member other than in accordance with Article V; or (iii) modify the events causing the dissolution of the Company; may be made only if (i) the written consent of each Member adversely affected thereby is obtained prior to the effectiveness thereof or (ii) such amendment does not become effective until (A) each Member has received written notice of such amendment and (B) any Member objecting to such amendment has been afforded a reasonable opportunity (pursuant to such procedures as may be prescribed by the Board) to tender its entire Interest for repurchase by the Company. (c) The power of the Board to amend this Agreement at any time without the consent of the other Members as set forth in paragraph (a) of this Section 8.1 shall specifically include the power to: (i) restate this Agreement together with any amendments hereto that have been duly adopted in accordance herewith to incorporate such amendments in a single, integrated document; (ii) amend this Agreement (other than with respect to the matters set forth in Section 8.1(b) hereof) to effect compliance with any applicable law or regulation or to cure any ambiguity or to correct or supplement any provision hereof that may be inconsistent with any other provision hereof; and (iii) amend this Agreement to make such changes as may be necessary or advisable to ensure that the Company will not be treated as an association or a publicly traded partnership taxable as a corporation as defined in Section 7704(b) of the Code for U.S. federal income tax purposes. (d) The Board shall cause written notice to be given of any amendment to this Agreement to each Member, which notice shall set forth (i) the text of the proposed amendment or (ii) a summary thereof and a statement that the text of the amendment thereof will be furnished to any Member upon request.

  • Certificate of Limited Liability Company Interest A Member’s limited liability company interest may be evidenced by a certificate of limited liability company interest executed by the Manager or an officer in such form as the Manager may approve; provided that such certificate of limited liability company interest shall not bear a legend that causes such limited liability company interest to constitute a security under Article 8 (including Section 8-103) of the Uniform Commercial Code as enacted and in effect in the State of Delaware, or the corresponding statute of any other applicable jurisdiction.

  • Partnership and Limited Liability Company Interests Except as previously disclosed to the Administrative Agent, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • Limited Liability of Members No Member shall be liable for any debts or obligations of the Company beyond the amount of the Capital Contributions made by such Member.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

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