Controlling Person or Entity definition
Controlling Person or Entity means a person or entity who, under Applicable Laws and Requirements, possesses all authority and power necessary to lawfully act on behalf of and bind such entity, over the objection of all other holders of any other interest in such entity, to fulfill the obligations of Developer under the Agreement, as described in Section 6.13(b).
Controlling Person or Entity with respect to any entity means a person or entity who, under Applicable Laws and Requirements, possesses all authority and power necessary to lawfully act on behalf of and bind such entity, over the objection of all other holders of any other interest in such entity, to fulfill the obligations of Developer under this Second Amended and Restated Agreement, as described in Section 9.05(f).
Controlling Person or Entity with respect to the Developer and the transferee entity referenced in the preceding sentence means an entity in which complete management authority with respect to all matters related to this Agreement or majority ownership is possessed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ or his immediate family, whether individually or through a trust or other entity in which any of these individuals possesses majority ownership or complete management authority with respect to all matters related to this Agreement. Notwithstanding the foregoing, nothing in this Section 11 shall prevent Developer from making leases for portions of the office space within the Project in the ordinary course of Developer's business for the uses permitted under the terms of this Agreement, subject always to the terms and conditions of Section 6 above.
Examples of Controlling Person or Entity in a sentence
For purposes hereof, the term "Affiliate Transfer" means a transfer by which a transferee entity other than the Developer assumes or guarantees all of Developer's obligations under this Agreement with respect to all portions of the Project transferred, and remains jointly and severally liable with Developer, and the Controlling Person or Entity of such transferee entity is also the Controlling Person or Entity of the Developer.
More Definitions of Controlling Person or Entity
Controlling Person or Entity with respect to the Developer joint venture partners and the transferee entity referenced in the first sentence of Section 5.03 means an entity in which complete management authority with respect to all matters related to this Agreement or majority ownership is possessed by (i) ▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇ ▇▇▇▇▇▇ with respect to BMG 115 Investors, LLC, whether individually or through a trust or other entity in which any of these individuals possesses majority ownership or complete management authority with respect to all matters related to this Agreement, or (ii) ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, or ▇▇▇▇ ▇▇▇▇▇▇▇▇ with respect to TRC 115 Investors, whether individually or through a trust or other entity in which any of these individuals possesses majority ownership or complete management authority with respect to all matters related to this Agreement.