Fund Membership Interest definition

Fund Membership Interest means each Executive’s proportionate amount of the Company’s membership interest in the Fund, including, without limitation: (a) each Executive’s proportionate amount of the Company’s Capital Account in the Fund, (b) each Executive’s proportionate amount of the Company’s Percentage Interest in the Fund, which, for the avoidance of doubt, shall include the right to receive such Executive’s proportionate share (based on the relative Company Membership Interest) of 11.10% of the amount otherwise distributable to the Company pursuant to Sections 4.1(c) and (d) of the Fund Agreement, and without duplication (c) the right to receive such Executive’s proportionate share (based on relative Company Membership Interests) of 11.10% of (1) the amounts distributable to the Company pursuant to Sections 4.1(f) and (g) of [KW SUMMER HOUSE MANAGER - EXECUTIVES] the Fund Agreement, net of such Executive’s proportionate share (based on relative Company Membership Interests) of 11.10% of all amounts payable by the Company to RREEF America REIT III Corp. FF under Section 5.4 of the Company’s Second Amended and Restated Operating Agreement , dated as of May 11, 2010, and (2) any fees payable to the Company in its capacity as Sponsor of the Fund pursuant to the Fund Agreement, including, without limitation, Section 5.3(a) of the Fund Agreement, for the avoidance of doubt, however, excluding any such amounts paid to a designated Affiliate of the Company in accordance with the Fund Agreement and (d) the obligation to fund Additional Capital Contributions pursuant to Section 3.3(b) of the Fund Agreement, but excluding (i) any obligation to provide any guaranty or indemnity under Sections 3.5(b) and 5.8 of the Fund Agreement, (ii) any liability arising from the Company’s actions or omissions in its capacity as Managing Member of the Fund, whether arising before or after the date hereof (any such obligations and/or liability under the foregoing clauses (i)-(ii) remaining with the Company), and (iii) any voting or approval rights granted to the Company in the Fund Agreement (any such rights under clause (iii) remaining with the Company);
Sample 1
Fund Membership Interest means each Executive’s proportionate amount of the Company’s membership interest in the Fund, including, without limitation: (a) each Executive’s proportionate amount of the Company’s Capital Account in the Fund, and (b) each Executive’s proportionate amount of the Company’s Percentage Interest in the Fund, but excluding (i) any obligation to make additional capital contributions to the Fund under Sections 8.2 and 11.2 of the Fund Agreement, (ii) any obligation to provide any guaranty, assurance or indemnity under Section 7.4 of the Fund Agreement, (iii) any liability (other than the obligations described in the Fund Agreement in the [KW BLOSSOM HILL - EXECUTIVES] event of an Event of Default) arising from the Company’s actions or omissions in its capacity as Managing Member of the Fund, whether arising before or after the date hereof (any such obligations and/or liability under the foregoing clauses (i)-(iii) remaining with the Company), and (iv) any voting or approval rights granted to the Company in the Fund Agreement (any such rights under clause (iv) remaining with the Company);
Sample 1
Fund Membership Interest means each Executive’s proportionate amount of the Company’s membership interest in the Fund, including, without limitation: (a) each Executive’s proportionate amount of the Company’s Capital Account in the Fund, (b) each Executive’s proportionate amount of the Company’s Percentage Interest in the Fund, and without duplication (c) the right to receive such Executive’s proportionate share (based on relative Company Membership Interests) of 17.50% of any amount distributable to the Company in its capacity as Manager of the Fund under the Fund Agreement (for the avoidance of doubt, however, excluding any amounts otherwise distributable [SG KW VENTURE I] to the Company, whether in its capacity as a Member of the Fund, in respect of its Percentage Interest or otherwise), but excluding (i) any obligation to provide any guarantee or indemnity under Section 8.2(b) of the Fund Agreement, (ii) any liability arising from the Company’s actions or omissions in its capacity as Manager of the Fund, whether arising before or after the date hereof (any such obligations and/or liability under the foregoing clauses (i)-(ii) remaining with the Company), and (iii) any voting or approval rights granted to the Company in the Fund Agreement (any such rights under clause (iii) remaining with the Company);
Sample 1

Examples of Fund Membership Interest in a sentence

  • The Member hereby agrees to accept from each Executive, his or her right, title and interest in and to such Executive’s Fund Membership Interest, to issue to such Executive his or her applicable amount of the EM Membership Interest and to assume and perform all of the obligations under the Fund Agreement.

  • Each Executive hereby agrees to contribute, immediately upon the consummation of the transactions described in Section 2 hereof, his or her Fund Membership Interest to the Member in exchange for the issuance of such Executive’s allocated amount of the newly issued EM Membership Interest.

  • Each Executive hereby accepts from the Company, the Company’s right, title and interest in and to such Executive’s Fund Membership Interest in liquidation of such Executive’s Company Membership Interest.

  • The Company hereby transfers, immediately upon the consummation of the transactions described in Section 1 hereof, to each Executive, the Company’s right, title and interest in and to such Executive’s Fund Membership Interest in liquidation of such Executive’s Company Membership Interest.

  • The Fund shall not be dissolved by any assignment of all or any part of the Managing Fund Membership Interest in the Fund.


More Definitions of Fund Membership Interest

Fund Membership Interest means each Executive’s proportionate amount of the Company’s membership interest in the Fund, including, without limitation: (a) each Executive’s proportionate amount of the Company’s Capital Account in the Fund, and (b) each Executive’s proportionate amount of the Company’s Percentage Interest in the Fund, but excluding (i) any liability arising from the Company’s actions or omissions in its capacity as Manager of the Fund, whether arising before or after the date hereof (any such obligations and/or liability under the foregoing clause (i) remaining with the Company), and (ii) any voting or approval rights granted to the Company in the Fund Agreement (any such rights under clause (ii) remaining with the Company);
Sample 1

Related to Fund Membership Interest

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Partnership Interest means an ownership interest in the Partnership held by either a Limited Partner or the General Partner and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement.

  • Member Interest means an equity interest of a Member in the Company and includes any and all benefits to which such Member is entitled as provided in this Agreement, together with all obligations of such Member pursuant to the terms and provisions of this Agreement.

  • Membership Interests has the meaning set forth in the recitals.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of such Act.

  • Membership Units means the units into which the ownership interests of the Members in the Company are divided, including such Member’s Economic Interest and the right of such Member to any and all benefits to which such Member may be entitled as provided in this Agreement or under the Act, together with the obligation of such Member to comply with all of the provisions of this Agreement and of the Act.

  • Economic Interest means a Person’s right to share in the income, gains, losses, deductions, credits, or similar items of the Company, and to receive Distributions from the Company, but excluding any other rights of a Member, including the right to vote or to participate in management, or, except as may be provided in the Act, any right to information concerning the business and affairs of the Company.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Membership Unit means a Membership Common Unit, a Company Preferred Unit, a Company Junior Unit or any other fractional share of the Membership Interests that the Managing Member has authorized pursuant to Section 4.1 or Section 4.2 hereof.

  • Limited Partner Interest means a Partnership Interest of a Limited Partner in the Partnership representing a fractional part of the Partnership Interests of all Limited Partners and includes any and all benefits to which the holder of such a Partnership Interest may be entitled as provided in this Agreement, together with all obligations of such Person to comply with the terms and provisions of this Agreement. A Limited Partner Interest may be expressed as a number of Partnership Common Units, Partnership Preferred Units or other Partnership Units.

  • Derivative Partnership Interests means any options, rights, warrants, appreciation rights, tracking, profit and phantom interests and other derivative securities relating to, convertible into or exchangeable for Partnership Interests.

  • Special Limited Partner Interest means the interest of the Special Limited Partner in the Partnership representing its right as the holder of an interest in distributions described in Sections 5.1(b)(iii)(A), (c), (d) and (e) (and any corresponding allocations of income, gain, loss and deduction under this Agreement).

  • General Partner Interest means a Partnership Interest held by the General Partner, in its capacity as general partner. A General Partner Interest may be expressed as a number of Partnership Units.

  • Partnership Interests shall have the meaning specified in Section 6.3 [Subsidiaries].

  • Deemed Partnership Interest Value means, as of any date with respect to any class of Partnership Interests, the Deemed Value of the Partnership Interests of such class multiplied by the applicable Partner's Percentage Interest of such class.

  • Economic Interest Owner means the owner of an Economic Interest who is not a Member.

  • Partnership Units or “Units” has the meaning provided in the Partnership Agreement.

  • Indirect Ownership Interest means an ownership interest in an entity that has an ownership interest in another entity. Indirect ownership interest includes an ownership interest in an entity that has an indirect ownership interest in another entity.

  • Beneficial Ownership Interest means the right to receive payments and notices with respect to the Bonds held in a Book Entry System.

  • Controlling ownership interest means ownership of or entitlement to more than twenty-five percent of shares or capital or profits of the company;

  • Class B Member means a Member holding one or more Class B Ordinary Shares.

  • Applicable Ownership Interest means, with respect to the Treasury portfolio,

  • Company Interest means the interest of a Member in Profits, Losses and Distributions.

  • LLC Interest means a membership interest or similar interest in a limited liability company.

  • Members’ Percentage Interests means the ownership percentage interests as mentioned in Section I of this Agreement. During each fiscal year, the net profits and net losses of the Company (other than from capital transactions), and each item of income, gain, loss, deduction, or credit entering into the computation thereof, shall be credited or charged, as the case may be, to the capital accounts of each Member(s) in proportion to the Members' Percentage Interests. The net profits of the Company from capital transactions shall be allocated in the following order of priority: (a) to offset any negative balance in the capital accounts of the Member(s) in proportion to the amounts of the negative balance in their respective capital accounts, until all negative balances in the capital accounts have been eliminated; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The net losses of the Company from capital transactions shall be allocated in the following order of priority: (a) to the extent that the balance in the capital accounts of any Member(s) are in excess of their original contributions, to such Member(s) in proportion to the excess balances until all such excess balances have been reduced to zero; then (b) to the Member(s) in proportion to the Members’ Percentage Interests. The cash receipts of the Company shall be applied in the following order of priority: (a) to the payment of interest or amortization on any mortgages on the assets of the Company, amounts due on debts and liabilities of the Company other than those due to any Member(s), costs of the construction of the improvements to the assets of the Company and operating expenses of the Company; (b) to the payment of interest and establishment of cash reserves determined by the Member(s) to be necessary or appropriate, including without limitation, reserves for the operation of the Company’s business, construction, repairs, replacements, taxes and contingencies; and (d) to the repayment of any loans made to the Company by any Member(s). Thereafter, the cash receipts of the Company shall be distributed among the Member(s) as hereafter provided. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts of the Company, other than from capital transactions, shall be allocated among the Member(s) in proportion to the Members’ Percentage Interests. Except as otherwise provided in this Agreement or otherwise required by law, distributions of cash receipts from capital transactions shall be allocated in the following order of priority: (a) to the Member(s) in proportion to their respective capital accounts until each Member(s) has received cash distributions equal to any positive balance in their capital account; then (b) to the Member(s) in proportion to the Members' Percentage Interests. It is the intention of the Member(s) that the allocations under this Agreement shall be deemed to have “substantial economic effect” within the meaning of Section 704 of the Internal Revenue Code and Treas. Reg. Section 1.704-1. Should the provisions of this Agreement be inconsistent with or in conflict with Section 704 of the Code or the Regulations thereunder, then Section 704 of the Code and the Regulations shall be deemed to override the contrary provisions thereof. If Section 704 of the Regulations at any time require that limited liability company operating agreements contain provisions which are not expressly set forth herein, such provisions shall be incorporated into this Agreement by reference and shall be deemed a part of this Agreement to the same extent as though they had been expressly set forth herein.