Examples of Xxxxxxx Members in a sentence
Paladin may appoint a replacement representative at any time and from time to time for any one or more of the representatives it designated by giving written notice of such replacement to the Xxxxxxx Members, which replacement shall be effective upon the giving of such notice.
If either Paladin or the Xxxxxxx Members fail to appoint a Qualified Appraiser within the time period specified above and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members.
In connection with obtaining any financing, it is expected that the Xxxxxxx Members and their respective Affiliates shall provide such repayment and “carve-out” guarantees that are customarily requested, and on such terms and conditions as are customarily requested, by lenders with respect to similar projects of similar size, type and location.
In addition, if Xxxxxxx Management is removed as Operating Member pursuant to this Section 2.06(c), then Paladin shall use its reasonable efforts to obtain written releases of the Xxxxxxx Members (and their respective Affiliates) from all guarantees of liabilities of the Company previously executed by the Lippert Members (and its Affiliates).
Within fifteen (15) days after the expiration of such thirty (30) day period, Paladin shall select one (1) Qualified Appraiser and shall notify the Xxxxxxx Members in writing of such selection.
The Xxxxxxx Members hereby grant to Paladin the right and option to purchase all of the Interests of the Xxxxxxx Members (the “Purchase Option”) for the purchase price determined in accordance with Section 6.05(b) (the “Option Price”) and otherwise upon and subject to the following terms and conditions of this Section 6.05.
The Company and each Member are not represented by separate counsel; provided, however, in connection with the formation of the Company and the drafting and negotiation of this Agreement, (i) Paladin (and not the Company or any Xxxxxxx Member) has been represented separately by King & Spalding LLP and (ii) the Xxxxxxx Members (and not the Company or Paladin) has been represented separately by White Xxxx Xxxxxx March Xxxxxxx & Weisenfels, a Professional Corporation.
The closing of the purchase by Paladin of the Interests of the Xxxxxxx Members shall occur on or before the date that is thirty (30) days after the determination of the Option Price.
The Lippert Members represent that there are no commitments, options, warrants or rights of any kind which evidence a right to acquire or receive any ownership interest in the Xxxxxxx Members or the Property Manager.
The Purchase Option may be exercised at any time and from time to time after the first anniversary of the date of this Agreement by written notice from Paladin to the Xxxxxxx Members (the “Option Notice”).