To the Members Sample Clauses

To the Members. Any notice required to be given to the Members under the provisions of this Agreement or by the Act shall be given either personally or by sending a copy thereof: (1) By first class or express mail, postage prepaid, or courier service, charges prepaid, to the postal address of each such Member appearing on the books of the Company. Notice pursuant to this paragraph shall be deemed to have been given to each Member when deposited in the United States mail or with a courier service for delivery to such Member. (2) By facsimile transmission, e-mail or other electronic communication to each Member’s facsimile number or address for e-mail or other electronic communications supplied by such Member to the Company for the purpose of notice. Notice pursuant to this paragraph shall be deemed to have been given to a Member when sent.
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To the Members. Such transfer shall not cause a breach of any of the terms and conditions of any loan documents. Any such permitted transferee is (i) subject to the same covenants, and the representations and warranties made by such transferring Member herein are true and correct in all respects with respect to such transferee, including, without limitation, those relating to compliance with OFAC, and (ii) shall have executed and delivered to the Company such instruments as the remaining Member reasonably deem necessary or desirable to effectuate the admission of such transferee as a Member of the Company and to confirm the agreement of such transferee to be bound by all of the terms, conditions and provisions of this Agreement with respect to such Respective Interest.
Sample 1
To the Members. Any notice required to be given to a Member under the provisions of this Agreement or by the Act shall be given either personally or by sending a copy thereof: (1) By registered, first class or express mail, postage prepaid, or courier service, charges prepaid, to the postal address of the Member appearing on the books of the Company. Notice pursuant to this paragraph shall be deemed to have been given to the Member when delivered to the Member, or (2) By e-mail to the Member’s address for e-mail supplied by the Member to the Company for the purpose of notice. Notice pursuant to this paragraph shall be deemed to have been given to the Member when sent.
Sample 1
To the Members. Any notice to be given hereunder at any time to any Member, or any documents, reports or returns required by this Agreement to be delivered to any Member, may be delivered personally or mailed to such Member, postage prepaid, addressed to him at such address as he shall by notice to the Company have designated as his address for the mailing of all notices hereunder or, in the absence of such notice, to the address set forth in the Certification Signature Page. Any notice, or any document, report or return so delivered or mailed shall be deemed to have been given or delivered to such Member at the time it is delivered or mailed, as the case may be.
Sample 1
To the Members. In the case of any Member, to the address of such Member set forth in the records of the Company.
Sample 1
To the Members. Any notice to be given hereunder by the LLC to any Member shall be in writing and signed by a Director or Officer. Any such notice shall be conclusively deemed to have been given if either (i) delivered in person to such Member or (ii) if the address to which said notice is to be sent is outside of the jurisdiction from which such notice is sent, mailed by air mail, postage prepaid, addressed to such Member at its address set forth in EXHIBIT A, or (iii) if the address to which said notice is to be sent is within the jurisdiction from which such notice is sent, mailed by registered or certified mail, and addressed as set forth in Section 12.3(a)(ii) above. Any Member may change its address for notice by written notice to the LLC at the LLC address given by the means set forth in Section 12.3(b), and upon receipt by the LLC of such notice of change of address for notice, the new address shall be that Member's address for notice hereunder.
Sample 1

Related to To the Members

  • THE MEMBERS Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

  • The Member The Member is the owner of the Company. Pursuant to Section 17-7668 of the Act, the Member is not entitled to compensation for services furnished to the Company in the Member’s simple capacity as a Member. An unauthorized transfer of the Member’s interest could create a substantial hardship for the Company. Consequently, the Member consents to the restrictions and procedures affecting the ownership and transfer of the Member’s interest as identified in Article VII. The Member acknowledges these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

  • Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Single Member The Member (including, for purposes of this Section, any estate, heir, personal representative, receiver, trustee, successor, assignee and/or transferee of the Member) shall not be liable, responsible or accountable, in damages or otherwise, to the Company or any other person for: (i) any act performed, or the omission to perform any act, within the scope of the power and authority conferred on the Member by this agreement and/or by the Statutes except by reason of acts or omissions found by a court of competent jurisdiction upon entry of a final judgment rendered and un-appealable or not timely appealed (“Judicially Determined”) to constitute fraud, gross negligence, recklessness or intentional misconduct; (ii) the termination of the Company and this Agreement pursuant to the terms hereof; (iii) the performance by the Member of, or the omission by the Member to perform, any act which the Member reasonably believed to be consistent with the advice of attorneys, accountants or other professional advisers to the Company with respect to matters relating to the Company, including actions or omissions determined to constitute violations of law but which were not undertaken in bad faith; or (iv) the conduct of any person selected or engaged by the Member. The Company, its receivers, trustees, successors, assignees and/or transferees shall indemnify, defend and hold the Member harmless from and against any and all liabilities, damages, losses, costs and expenses of any nature whatsoever, known or unknown, liquidated or unliquidated, that are incurred by the Member (including amounts paid in satisfaction of judgments, in settlement of any action, suit, demand, investigation, claim or proceeding (“Claim”), as fines or penalties) and from and against all legal or other such costs as well as the expenses of investigating or defending against any Claim or threatened or anticipated Claim arising out of, connected with or relating to this Agreement, the Company or its business affairs in any way; provided, that the conduct of the Member which gave rise to the action against the Member is indemnifiable under the standards set forth herein. Upon application, the Member shall be entitled to receive advances to cover the costs of defending or settling any Claim or any threatened or anticipated Claim against the Member that may be subject to indemnification hereunder upon receipt by the Company of any undertaking by or on behalf of the Member to repay such advances to the Company, without interest, if the Member is Judicially Determined not to be entitled to indemnification as set forth herein. All rights of the Member to indemnification under this Agreement shall (i) be cumulative of, and in addition to, any right to which the Member may be entitled to by contract or as a matter of law or equity, and (ii) survive the dissolution, liquidation or termination of the Company as well as the death, removal, incompetency or insolvency of the Member. The termination of any Claim or threatened Claim against the Member by judgment, order, settlement or upon a plea of nolo contendere or its equivalent shall not, of itself, cause the Member not to be entitled to indemnification as provided herein unless and until Judicially Determined to not be so entitled.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000 (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • Claims of the Members The Members and former Members shall look solely to the Company’s assets for the return of their Capital Contributions, and if the assets of the Company remaining after payment of or due provision for all debts, liabilities and obligations of the Company are insufficient to return such Capital Contributions, the Members and former Members shall have no recourse against the Company or any other Member.

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