Examples of AVB Member in a sentence
Two (2) Management Committee Representatives shall be Persons appointed by AVB Member (the “AVB Representatives”) and two Management Committee Representatives shall be Persons appointed by ERP Member (the “ERP Representatives”).
For the avoidance of doubt, a Change in Board Control of Equity Residential or AVB shall not constitute a “Transfer” of the interest of ERP Member or AVB Member, as applicable, under this Agreement, or constitute a default, breach or withdrawal by ERP Member or AVB Member, as applicable, or any other violation of this Agreement by ERP Member or AVB Member, as applicable.
Any AVB Representative may be removed and replaced, with or without cause and for any reason at any time, by (and only by) AVB Member.
The execution and delivery by AVB Member of this Agreement, and the performance by AVB Member of its obligations hereunder, have been duly authorized by, and no other proceedings, actions or authorizations on the part of AVB Member or any holder of equity interest in it are necessary to authorize the execution and delivery by AVB Member of this Agreement.
In the event of any vacancy in the office of a Management Committee Representative, such vacancy shall be filled, by written notice to the Members, by an individual designated by (i) AVB Member if such vacancy relates to an AVB Representative, and (ii) ERP Member if such vacancy relates to an ERP Representative.
Effective upon the adoption and execution of this Agreement, AVB Member and ERP Member are the sole Members of the Company.
Except as specifically provided herein, all books and records of the Company shall be maintained for the Company by AVB Member.
Concurrently with the execution and delivery of this Agreement, AVB has delivered its Parent Guaranty to ERP Member, and ERP has delivered its Parent Guaranty to AVB Member.
AVB Member is a corporation that is duly organized, validly existing and in good standing under the laws of the state of Maryland and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is presently being conducted.
The respective addresses and Proportionate Shares in the Company of AVB Member and ERP Member are set forth in Schedule C.