Examples of BR Member in a sentence
No later than the due date or extended due date, the BR Member shall deliver or cause to be delivered to each Member a copy of the tax returns for the Company and such Subsidiaries with respect to such Fiscal Year, together with such information with respect to the Company and such Subsidiaries as shall be necessary for the preparation by such Member of its U.S. federal and state income or other tax and information returns.
The BR Member shall cause the preparation and timely filing of all tax returns required to be filed by the Company pursuant to the Code and all other tax returns deemed necessary and required in each jurisdiction in which the Company does business and shall submit such returns to the Members for their review, comment and approval at least ten (10) days prior to the due date or extended due date thereof and shall thereafter cause the same to be filed in a timely manner (including extensions).
The reasonable cost of the owner’s representative, which shall not exceed $50,000, will be capitalized into the Total Project Budget and paid from the construction draws to the extent approved by Lender (or, to the extent not so paid, added to the Capital Account of the BR Member and set off on a dollar for dollar basis amounts owed for the owner’s representative).
The costs and expenses of the Accounting Firm shall be borne one-half by the BR Member and one-half by the TPC Member.
Notwithstanding the foregoing, if the Bxxxx Co-Tenants do not timely fund their 10% share, then the Company shall be required to fund the full one hundred percent (100%) of the amount required pursuant to the Cash Call Notice (of which 90% shall be funded by the BR Member and 10% shall be funded by the Catalyst Member as an Additional Capital Contribution pursuant to this Agreement).
The BR Member, in its sole and absolute discretion may, if it elects to do so, provide or cause one of its Affiliates to provide, a Non-Recourse Carveout Guaranty on terms and conditions satisfactory to BR Member in its sole discretion.
The Company shall have two (2) Managers, and the BR Member and the TriBridge Member shall serve as the initial Managers.
For the avoidance of doubt, the BR Member’s inability, following the exercise of commercially reasonable efforts, to obtain the prospective release under a Loan Guaranty shall not preclude the BR Member from exercising its Removal and related rights in accordance with the express terms above.
In lieu of the Company paying the investment banking fee to the BR Member in cash, the BR Member shall be entitled to offset a portion of its Initial Capital Contribution by the amount of the investment banking fee.
Neither BR Member nor any Affiliate of BR Member shall be required to execute a Recourse Guaranty or Non-Recourse Carveout Guaranty.