Common use of Ownership and Waiver of Partition and Valuation Clause in Contracts

Ownership and Waiver of Partition and Valuation. The LLC Interests of each Member in the Company shall be personal property for all purposes. All property and interests in property, real or personal, owned (directly or indirectly) by the Company shall be deemed owned (directly or indirectly) by the Company as an entity, and no Member, individually, shall have any ownership of or interest in such property or interest owned (directly or indirectly) by the Company except as a Member of the Company. To avoid irreparable damage to the Company, each Member, on behalf of itself and its successors, representatives, heirs, and assigns hereby irrevocably, unconditionally and completely waives, renounces and releases each and all of the following rights that it has or may have, if any, by virtue of holding LLC Interests in the Company: (i) any right of partition or any right to take any other action that otherwise might be available to such Member for the purpose of severing its relationship with the Company or such Member’s interest in the assets held by the Company from the interest of the other Members; and (ii) any right to valuation and payment with respect to such Member’s LLC Interests or any portion thereof, except to the extent specifically set forth herein. Notwithstanding any provision herein to the contrary, each Member hereby acknowledges and agrees that, pursuant to the provisions of Section 10.8.D hereof, in the event that an Investor seeks, or attempts to seek, to take any action in violation or inconsistent with the foregoing, Inland shall be permitted at any time, in its sole and absolute discretion, to deliver a Redemption Notice (as defined below) to such Investor and to thereupon immediately cause the Company to purchase the Investor LLC Interest of such Investor pursuant to the terms of Article X hereof.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Inland Diversified Real Estate Trust, Inc.), Limited Liability Company Agreement (Inland American Real Estate Trust, Inc.), Limited Liability Company Agreement (Inland American Real Estate Trust, Inc.)

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Ownership and Waiver of Partition and Valuation. The LLC Interests of each Member in the Company shall be personal property for all purposes. All property and interests in property, real or personal, owned (directly or indirectly) by the Company shall be deemed owned (directly or indirectly) by the Company as an entity, and no Member, individually, shall have any ownership of or interest in such property or interest owned (directly or indirectly) by the Company except as a Member member of the Company. To avoid irreparable damage to the Company, each Member, on behalf of itself and its successors, representatives, heirs, and assigns hereby irrevocably, unconditionally and completely waives, renounces and releases each and all of the following rights that it has or may have, if any, by virtue of holding LLC Interests in the Company: (i) any right of partition or any right to take any other action that otherwise might be available to such Member for the purpose of severing its relationship with the Company or such Member’s 's interest in the assets held by the Company from the interest of the other Members; and (ii) any right to valuation and payment with respect to such Member’s 's LLC Interests or any portion thereof, except to the extent specifically set forth herein. Notwithstanding any provision herein to the contrary, each Member hereby acknowledges and agrees that, pursuant to the provisions of Section 10.8.D 9.4.E(iii) hereof, in the event that an Investor Cordish seeks, or attempts to seek, to take any action in violation or inconsistent with the foregoing, Inland shall be permitted at any time, in its sole and absolute discretion, to deliver a Redemption Notice (as defined below) to such Investor Cordish and to thereupon immediately cause the Company to purchase the Investor Cordish LLC Interest of such Investor pursuant to the terms of Article X Sections 9.4, 9.5 and 9.6 hereof.

Appears in 4 contracts

Samples: Contribution Agreement (Inland Western Retail Real Estate Trust Inc), Contribution Agreement (Inland Western Retail Real Estate Trust Inc), Limited Liability Company Agreement (Inland Western Retail Real Estate Trust Inc)

Ownership and Waiver of Partition and Valuation. The LLC Interests of each Member in the Company shall be personal property for all purposes. All property and interests in property, real or personal, owned (directly or indirectly) by the Company shall be deemed owned (directly or indirectly) by the Company as an entity, and no Member, individually, shall have any ownership of or interest in such property or interest owned (directly or indirectly) by the Company except as a Member member of the Company. To avoid irreparable damage to the Company, each Member, on behalf of itself and its successors, representatives, heirs, and assigns hereby irrevocably, unconditionally and completely waives, renounces and releases each and all of the following rights that it has or may have, if any, by virtue of holding LLC Interests in the Company: (i) any right of partition or any right to take any other action that otherwise might be available to such Member for the purpose of severing its relationship with the Company or such Member’s 's interest in the assets held by the Company from the interest of the other Members; and (ii) any right to valuation and payment with respect to such Member’s 's LLC Interests or any portion thereof, except to the extent specifically set forth herein. Notwithstanding any provision herein to the contrary, each Member hereby acknowledges and agrees that, pursuant to the provisions of Section 10.8.D 9.4.E(iii) hereof, in the event that an Investor Cordish seeks, or attempts to seek, to take any action in violation or inconsistent with the foregoing, Inland shall be permitted, in its sole and absolute discretion, to deliver a Redemption Notice to Cordish and to thereupon immediately cause the Company to purchase the Cordish LLC Interest pursuant to the terms of Sections 9.4, 9.5 and 9.6 hereof. In addition, notwithstanding any provision herein to the contrary, each Member hereby acknowledges and agrees that, pursuant to the provisions of Section 9.7.E(ii) hereof, in the event that CRC seeks, or attempts to seek, to take any action in violation or inconsistent with the foregoing, Inland shall be permitted at any time, in its sole and absolute discretion, to deliver a Redemption Notice (as defined below) to such Investor CRC and to thereupon immediately cause the Company to purchase the Investor CRC LLC Interest of such Investor pursuant to the terms of Article X Sections 9.7, 9.8 and 9.9 hereof.

Appears in 1 contract

Samples: Contribution Agreement (Inland Western Retail Real Estate Trust Inc)

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Ownership and Waiver of Partition and Valuation. The LLC Interests of each Member in the Company shall be personal property for all purposes. All property and interests in property, real or personal, owned (directly or indirectly) by the Company shall be deemed owned (directly or indirectly) by the Company as an entity, and no Member, individually, shall have any ownership of or interest in such property or interest owned (directly or indirectly) by the Company except as a Member of the Company. To avoid irreparable damage to the Company, each Member, on behalf of itself and its successors, representatives, heirs, and assigns hereby irrevocably, unconditionally and completely waives, renounces and releases each and all of the following rights that it has or may have, if any, by virtue of holding LLC Interests in the Company: (i) any right of partition or any right to take any other action that otherwise might be available to such Member for the purpose of severing its relationship with the Company or such Member’s interest in the assets held by the Company from the interest of the other Members; and (ii) any right to valuation and payment with respect to such Member’s LLC Interests or any portion thereof, except to the extent specifically set forth herein. Notwithstanding any provision herein to the contrary, each Member hereby acknowledges and agrees that, pursuant to the provisions of Section 10.8.D hereof, in the event that an the Investor seeks, or attempts to seek, to take any action in violation or inconsistent with the foregoing, Inland shall be permitted at any time, in its sole and absolute discretion, to deliver a Redemption Notice (as defined below) to such the Investor and to thereupon immediately cause the Company to purchase the Investor LLC Interest of such the Investor pursuant to the terms of Article X hereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Inland Diversified Real Estate Trust, Inc.)

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