Disposing Member definition

Disposing Member is defined in Section 4.1.

Disposing Member has the meaning given such term in Section 4.02.

Disposing Member means any Member that proposes to consummate a Disposition, including any proposed Disposition subject to Section 7.01(c), of all or any portion of its Membership Interest (whether or not the proposed Disposition is to another Member).

Examples of Disposing Member in a sentence

• The Disposing Member and its Assignee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission on or before the tenth (10th) day after the receipt by that Person of the Company’s invoice for the amount due.

• Upon the Disposition of all or a portion of a Membership Interest, the Capital Account of the Disposing Member that is attributable to such Membership Interest shall carry over to the Assignee in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(l).

• No Disposition of a Membership Interest shall effect a release of the Disposing Member from any of its liabilities to the Company or the other Members arising from events or circumstances occurring prior to the Disposition.

• No Disposition of a Membership Interest shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to the Disposition.

• Unless waived by the Board, the Disposing Member of Membership Interests pursuant to this Section 9.1 (other than in connection with a Drag-Along Sale of all of the outstanding Membership Interests) shall, prior to the effectiveness of such Disposition, deliver to the Company the representations set forth in Exhibit 9.1 and an opinion of counsel, in form and substance satisfactory to the Board, to the effect that such Disposition complies with subsections (a) through (d) of the foregoing sentence.

More Definitions of Disposing Member

Disposing Member has the meaning set forth in Section 3.03(b)(ii)(A).

Disposing Member has the meaning set forth in Section 5.6.

Disposing Member is defined in Section 4.1. “Dissolution Event” is defined in Section 12.1(a).

Disposing Member has the meaning set forth in Section 10.8(d)(ii) hereof.

Disposing Member means any Member or other holder of a Membership Interest, including Class A Units or Class B Units, that proposes to consummate a Disposition, including any proposed Disposition subject to Section 7.01(c), of all or any portion of its Membership Interest (whether or not the proposed Disposition is to another Member). 897613.05-WILSR01A - MSW

Disposing Member is defined in Section 11.8(b).

Disposing Member shall have the meaning assigned to such term in Section 8.01(a).