Rights Prohibitions and Representations With Respect to Members Sample Clauses

Rights Prohibitions and Representations With Respect to Members. 31 Section 7.1 RIGHTS OF MEMBERS 31 Section 7.2 PROHIBITIONS WITH RESPECT TO THE MEMBERS 32 Section 7.3 REDEMPTION RIGHT 32 Section 7.4 BASIS ANALYSIS 35 Section 7.5 MEMBER GUARANTEES 35 Section 7.6 CONVERSION OF LTIP UNITS 35 Section 7.7 VOTING RIGHTS OF LTIP UNITS 38 ARTICLE VIII DISTRIBUTIONS AND PAYMENTS TO MEMBERS 39 Section 8.1 DISTRIBUTIONS OF CASH FLOW 39 Section 8.2 NO RIGHT TO DISTRIBUTIONS IN KIND 40 Section 8.3 WITHDRAWALS 40 Section 8.4 AMOUNTS WITHHELD 40 ARTICLE IX TRANSFERS OF INTERESTS 42 Section 9.1 ASHFORD INC. 42 Section 9.2 RESTRICTIONS ON TRANSFER OF MEMBERSHIP INTERESTS 43 Section 9.3 ADMISSION OF SUBSTITUTE MEMBER 44 Section 9.4 RIGHTS OF ASSIGNEES OF MEMBERSHIP INTERESTS 45 Section 9.5 EFFECT OF BANKRUPTCY, DEATH, INCOMPETENCE OR TERMINATION OF A MEMBER 46 Section 9.6 JOINT OWNERSHIP OF INTERESTS 46 Section 9.7 TRANSFEREES 46 Section 9.8 ABSOLUTE RESTRICTION 47 Section 9.9 INVESTMENT REPRESENTATION 47 ARTICLE X TERMINATION OF THE COMPANY 47 Section 10.1 TERMINATION 47 Section 10.2 PAYMENT OF DEBTS 48 Section 10.3 DEBTS TO MEMBERS 48 Section 10.4 REMAINING DISTRIBUTION 48 Section 10.5 RESERVE 49 Section 10.6 FINAL ACCOUNTING 49 ARTICLE XI AMENDMENTS 49 Section 11.1 AUTHORITY TO AMEND 49 Section 11.2 NOTICE OF AMENDMENTS 50 Section 11.3 IMPLEMENTATION OF AMENDMENT 50 ARTICLE XII POWER OF ATTORNEY 50 Section 12.1 POWER 50 Section 12.2 SURVIVAL OF POWER 51 ARTICLE XIII CONSENTS, APPROVALS, VOTING AND MEETINGS 51 Section 13.1 METHOD OF GIVING CONSENT OR APPROVAL 51 Section 13.2 MEETINGS OF MEMBERS 52 Section 13.3 OPINION 52 Section 13.4 SUBMISSIONS TO MEMBERS 52 ARTICLE XIV MISCELLANEOUS 53 Section 14.1 GOVERNING LAW 53 Section 14.2 AGREEMENT FOR FURTHER EXECUTION 53 Section 14.3 ENTIRE AGREEMENT 53 Section 14.4 SEVERABILITY 53 Section 14.5 NOTICES 53 Section 14.6 TITLES AND CAPTIONS 53 Section 14.7 COUNTERPARTS 53 Section 14.8 TERMS 54 Section 14.9 SURVIVAL OF RIGHTS 54 EXHIBIT A – List of Members EXHIBIT B – Federal Income Tax Matters EXHIBIT C – Notice of Exercise of Redemption Right EXHIBIT D – Notice of Election by Member to Convert LTIP Units into Common Units EXHIBIT E – Notice of Election by the Company to Force Conversion of LTIP Units into Common Units AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ASHFORD HOSPITALITY ADVISORS LLC
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Rights Prohibitions and Representations With Respect to Members 
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Related to Rights Prohibitions and Representations With Respect to Members

  • REPRESENTATIONS WITH RESPECT TO RULE 17F 5. The Foreign Custody Manager represents to the Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. The Fund represents to the Custodian that the Board has determined that it is reasonable for the Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Representations with Respect to Rule 17f-5 The Foreign Custody Manager represents to each Fund that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to the Custodian that its Board has determined that it is reasonable for such Board to rely on the Custodian to perform the responsibilities delegated pursuant to this Agreement to the Custodian as the Foreign Custody Manager of the Portfolios.

  • Obligations with Respect to Loan Parties The obligations of the Borrower to direct or prohibit the taking of certain actions by the other Loan Parties as specified herein shall be absolute and not subject to any defense the Borrower may have that the Borrower does not control such Loan Parties.

  • Obligations With Respect to Capital Stock Except as set forth in Part 3.3 of the Parent Disclosure Letter, there are no equity securities, partnership interests or similar ownership interests of any class of Parent equity security, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except for securities Parent owns, free and clear of all claims and Encumbrances, directly or indirectly through one or more subsidiaries, and except for shares of capital stock or other similar ownership interests of certain subsidiaries of Parent that are owned by certain nominee equity holders as required by the applicable law of the jurisdiction of organization of such subsidiaries, as of the date of this Agreement, Parent owns all equity securities, partnership interests or similar ownership interests of any class of equity security of each subsidiary of Parent, including all securities thereof that are exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests. Except as set forth in Part 3.2 or Part 3.3 of the Parent Disclosure Letter, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Parent or any of its subsidiaries is a party or by which it is bound obligating Parent or any of its subsidiaries to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Parent or any of its subsidiaries or obligating Parent or any of its subsidiaries to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. Except as contemplated by this Agreement or as set forth on Part 3.3 of the Parent Disclosure Letter and except as contemplated by Section 5.20, there are no registration rights with respect to any equity security of any class of Parent or with respect to any equity security, partnership interest or similar ownership interest of any class of any of its subsidiaries.

  • REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE ADVISER The Adviser represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Fund The Fund represents, warrants and agrees that:

  • Limitation on Transactions with Shareholders and Affiliates The Company will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into, renew or extend any transaction (including, without limitation, the purchase, sale, lease or exchange of property or assets, or the rendering of any service) with any holder (or any Affiliate of such holder) of 5% or more of any class of Capital Stock of the Company or with any Affiliate of the Company or any Restricted Subsidiary, except upon fair and reasonable terms no less favorable to the Company or such Restricted Subsidiary than could be obtained, at the time of such transaction or, if such transaction is pursuant to a written agreement, at the time of the execution of the agreement providing therefor, in a comparable arm's-length transaction with a Person that is not such a holder or an Affiliate. The foregoing limitation does not limit, and shall not apply to:

  • REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows:

  • Representations, Warranties and Agreements of the Trust The Trust represents, warrants and agrees that:

  • Representations, Warranties and Agreements of the Company The Company represents, warrants and agrees that:

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