Temporary Asset Account and Limited Liability Company Sample Clauses

Temporary Asset Account and Limited Liability Company. A. Creation of TAA. Prior to the date of this Settlement Agreement, Ford established the TAA. Subject to termination of this Settlement Agreement, the sole purpose of the TAA is to serve as tangible evidence of the availability of assets equal to the sum of certain amounts that Ford agrees to pay to the New VEBA as provided in this Settlement Agreement (for clarification, the reference to the TAA does not include the amounts in the Existing External VEBA or the Existing Internal VEBA). Neither the TAA nor the assets therein shall be used for any purposes other than as set forth in this Settlement Agreement. Ford shall, or shall cause the LLC to, keep true and correct books and records regarding the assets held in the TAA as well as all amounts credited to and debited against the TAA, including investment returns. B. Creation of the LLC. Prior to the date of this Settlement Agreement, Ford created Ford-UAW Holdings LLC, a Delaware limited liability company, to hold the Convertible Note, the Term Note and, if so determined by Ford in its sole discretion, the TAA, and to receive interest or other income from such assets to the extent that the LLC holds the TAA. Interest on the Convertible Note and the Term Note shall be deposited in the TAA in accordance with Section 7.D of this Settlement Agreement. Subject to termination of this Settlement Agreement, the sole purpose of the LLC is to hold the Convertible Note, the Term Note and, if so determined by Ford in its sole discretion, the TAA, thereby serving as tangible evidence of the availability of assets equal to the Convertible Note, the Term Note and the TAA, to the extent applicable, that Ford agrees to pay and/or transfer on or after the Implementation Date to the New VEBA as provided in this Settlement Agreement. The LLC shall engage in no activities other than (i) holding the Convertible Note, the Term Note and, if applicable, the assets in the TAA; (ii) investing the assets in the TAA, if applicable, as provided in this Settlement Agreement, and (iii) to the extent Ford does not transfer its interests in the LLC to the New VEBA in accordance with this Settlement Agreement, transferring the Convertible Note, the Term Note and, if held by the LLC, the assets in the TAA to the New VEBA. The LLC shall not exercise any conversion rights under the Convertible Note and shall not agree to any amendments to the Convertible Note or the Term Note. Promptly after creation of the LLC, Ford shall cause the LLC to exe...
AutoNDA by SimpleDocs
Temporary Asset Account and Limited Liability Company 

Related to Temporary Asset Account and Limited Liability Company

  • 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.

  • 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.

  • 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.

  • 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:

  • 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.

  • 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.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Custody of Partnership Funds; Bank Accounts (a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine. (b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).

  • Limited Liability Company The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!