EACH INITIAL MEMBER Sample Clauses

EACH INITIAL MEMBER. Each Initial Member represents and warrants with respect to itself as follows (provided, that representations and warranties with respect to the Initial Class C Member are made jointly and severally by the Initial Class B Member and the Initial Class C Member): (a) no action, proceeding, or investigation is pending or, to the knowledge of such Initial Member threatened against such Initial Member, in any court, government department, commission, board, agency, or instrumentality relating to this Agreement or any Transaction Document to which it is a party, any of the assets constituting its Initial Contributions, or the transactions contemplated hereby and thereby. Further, such Initial Member is not aware of any basis for any action, proceeding, or investigation that would in any manner affect such Initial Member's ability to transfer or assign the assets and licenses constituting its Initial Contributions to the Company free and clear of any Encumbrances other than mechanics, materialmen's and similar liens, liens for taxes not yet due and payable and liens securing rental payments under capital lease arrangements to be assigned hereunder; (b) such Initial Member has good and marketable title to each of the assets and licenses and other agreements and contracts constituting its Initial Contributions, free and clear of all Encumbrances other than mechanics, materialmen's and similar liens, liens for taxes not yet due and payable and liens securing rental payments under capital lease arrangements to be assigned hereunder except (i) for obligations accruing under contributed contracts and licenses after the date hereof, and (ii) as indicated on Exhibit A-1, ▇▇▇▇▇▇▇ ▇-▇ ▇▇ Exhibit A-3, as applicable; (c) such Initial Member is not a party to, and no other Person is a party to, any written or oral contract with any labor union or other collective bargaining entity relating to the employment of any of the of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit B-3, as applicable, and none of such individuals is represented by a labor union or other collective bargaining entity for purposes of collective bargaining; (d) such Initial Member is not a party to, and no other Person is a party to, any written or oral contract relating to the employment of any of the individuals listed on Exhibit B-1, Exhibit B-2 or Exhibit B-3 (except for agreements substantially in the form of those attached as Schedule 15.3), and no Member will enter into any written or o...
View SourceView Similar (3)

Related to EACH INITIAL MEMBER

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: BR C▇▇▇▇▇▇ DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 7▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (b) The Member was admitted to the Company as a member of the Company upon its execution of a counterpart signature page to this Agreement.

  • Initial Members The initial members of the LLC, their initial capital contributions, and their percentage interest in the LLC are: Initial Percentage Interest Capital Members in LLC Contribution

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

  • THE MEMBERS Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.