Single Member Bankruptcy Remote LLC means a limited liability company organized under the laws of the State of Delaware which at all times since its formation and at all times thereafter
Single Member Bankruptcy Remote LLC means a limited liability company organized under the laws of the State of Delaware which at all times since its formation and at all times thereafter (i) complies with the following clauses of the definition of Special Purpose Bankruptcy Remote Entity above: (i)(A), (ii)(A), (iii), (iv), (ix), (x), (xi) and (xiii) through (xxxii); (ii) has maintained and will maintain its accounts, books and records separate from any other person; (iii) has and will have an operating agreement which provides that the business and affairs of such entity shall be managed by or under the direction of Sole Member or one or more managers designated by Sole Member, and at all times there shall be at least two duly appointed Independent Directors, and neither the managers nor the Sole Member will, without the written consent of the Independent Director (1) take any action affecting its status as a “Special Purpose Bankruptcy Remote Entity” (as set forth in this Exhibit B) or (2) take any other “Material Action” (which for purposes hereof means any action to institute proceedings to have the such entity be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against such entity or file a petition seeking, or consent to, reorganization or relief with respect to the such entity under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of such entity or a substantial part of its property, or make any assignment for the benefit of creditors of such entity, or admit in writing such entity’s inability to pay its debts generally as they become due, or take action in furtherance of any such action), or, to the fullest extent permitted by law, dissolve or liquidate such entity; (iv) has and will have an operating agreement which provides that, as long as any portion of the Debt remains outstanding, (A) upon the occurrence of any event that causes Sole Member to cease to be a member of such entity (other than (x) upon an assignment by Sole Member of all of its limited liability company interest in such entity and the admission of the transferee, if permitted pursuant to the organizational documents of such entity and the Loan Documents, or (y) the resignation of Sole Member and the admission of an additional member of such entity, if permitted pursuant to the organizational documents of such entity and the Loan Docu...
Single Member Bankruptcy Remote LLC means a limited liability company organized under the laws of the State of Delaware which at all times since its formation and at all times thereafter (i) complies with the following clauses of the definition of Special Purpose Bankruptcy Remote Entity above: (i) (a) , (ii) (a) , (iii) , (iv) , (ix), (x), (xi) and (xiii) through (xxxii); (ii) has maintained and will maintain its accounts, books and records separate from any other person; (iii) has and will have an operating agreement which provides that the business and affairs of Borrower shall be managed by or under the direction of a board of one or more directors designated by Sole Member, and at all times there shall be at least one (1) duly appointed Independent Director on the board of directors, and the board of directors will not take any action requiring the unanimous affirmative vote of 100% of the members of its board of directors unless, at the time of such action there is at least one (1) member of the board of directors who is an Independent Director, and all of the directors and all Independent Directors shall have participated in such vote; (iv) has and will have an operating agreement which provides that, as long as any portion of the Debt remains outstanding, (a) upon the occurrence of any event that causes Sole Member to cease to be a member of Borrower (other than (x) upon an assignment by Sole Member of all of its limited liability company interest in Borrower and the admission of the transferee, if permitted pursuant to the organizational documents of Borrower and the Loan Documents, or (y) the resignation of Sole Member and the admission of an additional member of Borrower, if permitted pursuant to the organizational documents of Borrower and the Loan Documents), the person acting as an Independent Director of Borrower shall, without any action of any Person and simultaneously with Sole Member ceasing to be a member of Borrower, automatically be admitted as the sole member of Borrower (the “Special Member”) and shall preserve and continue the existence of Borrower without dissolution, (b) no Special Member
Examples of Single Member Bankruptcy Remote LLC in a sentence
Behringer Harvard I and Behringer Harvard III are each a Single Member Bankruptcy Remote LLC.
More Definitions of Single Member Bankruptcy Remote LLC
Single Member Bankruptcy Remote LLC means a limited liability company organized under the laws of the State of Delaware which at all times since its formation and at all times thereafter (i) complies with the following clauses of the definition of Special Purpose Bankruptcy Remote Entity above: (i)(A), (ii)(A), (iii), (iv), (ix), (x), (xi) and (xiii) through (xxxii); (ii) has maintained and will maintain its accounts, books and records separate from any other person; (iii) has and will have an operating agreement which provides that the business and affairs of Borrower shall be managed by or under the direction of a board of one or more directors designated by Sole Member, and at all times there shall be at least one (1) duly appointed Independent Director on the board of directors, and the board of directors will not take any
Single Member Bankruptcy Remote LLC. Schedule 5 “SPE Breach” - 8.1(i) “Special Member” - Schedule 5
Single Member Bankruptcy Remote LLC. Schedule 5 “SNDA” – 5.10.4
Single Member Bankruptcy Remote LLC means a limited liability company organized under the laws of the State of Delaware which at all times since its formation and at all times thereafter (i) complies with the following clauses of the definition of Special Purpose Bankruptcy Remote Entity above: (i)(A), (ii)(A), (iii), (iv), (ix), (x), (xi) and (xiii) through (xxxii); (ii) has maintained and will maintain its accounts, books and records separate from any other person; (iii) has and will have an operating agreement which provides that the business and affairs of Borrower shall be managed by or under the direction of a board of one or more directors designated by Sole Member, and at all times there shall be at least one (1) duly appointed Independent Director on the board of directors, and the board of directors will not take any action requiring the unanimous affirmative vote of 100% of the members of its board of directors unless, at the time of such action there is at least one (1) member of the board of directors who is an Independent Director, and all of the directors and all Independent Directors shall have participated in such vote (the Independent Director of the Borrower shall not be the same person
Single Member Bankruptcy Remote LLC means a limited liability company organized under the laws of the State of Delaware which at all times since its formation and at all times thereafter (i) complies with the following clauses of the definition of Special Purpose Bankruptcy Remote Entity above: (i)(A), (ii)(A), (iii), (iv), (ix), (x), (xi) and (xiii) through (xxxii); (ii) has maintained and will maintain its accounts, books and records separate from any other person;
Single Member Bankruptcy Remote LLC. Schedule 4 “Special Member”- Schedule 4 “Special Purpose Bankruptcy Remote Entity” - 5.13 “Springing Recourse Event” - 11.1 “Subaccounts” - 3.1 “Subject Person” - 1.1 (Definition of Affiliate) “Successor Borrower” - 2.3.3
Single Member Bankruptcy Remote LLC. Schedule 5 “Special Member”— Schedule 5 “Special Purpose Bankruptcy Remote Entity” — 5.13