Examples of SOIF III in a sentence
SOIF III is hereby charged with the responsibility for all tax-related matters affecting the Company and is hereby designated as the “Tax Matters Representative”.
The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III, BGF or BGF II, or any of their Affiliates.
The Company hereby indemnifies and holds harmless SOIF III from and against any claim, loss, expense, liability, action or damage resulting from its acting or its failure to take any action as the “tax matters partner” of the Company and the Subsidiaries, provided that any such action or failure to act does not constitute gross negligence or willful misconduct.
SOIF III agrees to consult with BEMT with respect to any written notice of any material tax elections and any material inquiries, claims, assessments, audits, controversies or similar events received from any taxing authority.
The doctrine of corporate opportunity or any analogous doctrine, shall not apply to any Member, Manager, member of a Member or Manager, direct or indirect parent of BRG, member of SOIF II, SOIF III or BGF, or any of their Affiliates.
Notwithstanding anything contained in this Agreement or otherwise to the contrary, each of SOIF III and BEMT as to itself agree that neither it nor any of its Affiliates, agents, or representatives is granted a license to use or shall use the name of the other under any circumstances whatsoever, except such name may be used in furtherance of the business of the Company but only as and to the extent approved by the Manager.
The initial Manager designated by the Class B Members is SOIF III.
Subject to the conditions set forth in Section 4, upon execution of this Agreement, SOIF III and BEMT shall each make an initial Capital Contribution to the Company of cash in the amounts set forth in Exhibit A attached hereto.
Except as provided in Article 7, the provisions of this Article 8 shall be the sole and exclusive remedy of REIT with respect to matters which are subject to indemnification by SOIF III under Section 8.3 of this Agreement, all other remedies with respect to such matters being hereby waived.
Upon the execution by any such SOIF III Transferee or BRG Transferee of such documents necessary to admit such party into the Company and to cause the SOIF III Transferee or BRG Transferee (as applicable) to become bound by this Agreement, the SOIF III Transferee or BRG Transferee (as applicable) shall become a Member, without any further action or authorization by any Member.