Examples of Promote Member in a sentence
TWC Member and Promote Member are each controlled by TWC Principal, the majority owner of both TWC Member and Promote Member.
However, the TWC Member shall not have the right to exercise the Buy-Sell Right, if the Condor Member has previously exercised its option under Section 13.5 to purchase the Entire LLC Interests of the TWC Member and Promote Member, unless the closing of the acquisition does not occur due to a default of the Condor Member.
If the Condor Member properly elects to remove the TWC Member as the Administrative Member in accordance with this Section 6.10 the TWC Member shall retain its Interest in the LLC as a non-managing Member and shall have the same rights to distributions and allocations it would have had as the Administrative Member; except, that the Promote Member shall lose all rights to Special Distribution Provisions that would otherwise become payable hereunder.
A default by the TWC Member under this Article 13 shall also be a default of the Promote Member, and a default by the Promote Member under this Article 13 shall also be a default of the TWC Member.
The TWC Member and Promote Member grant to the Condor Member an option (“Option”) to purchase both of their Entire Membership Interests (collectively, the “Optioned Interests”) (for the sake of clarity, the Condor Member must exercise the option for both Entire Membership Interests), exercisable solely during the period commencing on the third (3rd) anniversary of the Closing Date and ending on the fifth (5th) anniversary of the Closing Date.
However, any requirement that TWC Member or a creditworthy Affiliate of TWC Member provide any new Loan Guaranty or new Franchise Guaranty shall expire and be of no further force and effect at any time that TWC Member is no longer the Administrative Member, the Promote Member is no longer receiving or entitled to the Special Distribution Provisions, or the Property Manager has been removed as manager of the Property.
If the TWC Member and Promote Member, as the selling Members, shall be ready, willing and able to close in accordance with Section 13.5.3 and the Condor Member shall default in its obligation to close, the selling Members may, in addition to the other rights hereunder, retain the Option Deposit (together with any interest accrued thereon) as liquidated damages.
During the Term, Property Manager, pursuant to the terms of the Management Agreement, is required to procure and maintain insurance as is determined to be appropriate by the Management Committee and in accordance with the terms of the Loan, (in form and with endorsements, waivers and deductibles and with insurance companies, designated or approved by Bluerock) naming the Company, the Owners, Bluerock, CWS and Promote Member as insureds or additional insured thereunder.
Further, the written approval of Bluerock shall be required prior to the use of the name “Bluerock” in connection with any matter or transaction and the written approval of CWS and Promote Member shall be required prior to the use of the name “CWS” in connection with any matter or transaction.
Further, it is expressly understood and agreed that all reasonable expenses of Bluerock, CWS, Promote Member and their respective principals and Affiliates associated with the Company or the Property, along with all accounting and administrative expenses for CWS, shall be reimbursed by the Company, including without limitation, filing fees, tax returns, closing costs, due diligence and travel to the extent provided in the applicable Budget.