Xxxx Members; NYSTRS Members Sample Clauses

Xxxx Members; NYSTRS Members. Unless explicitly provided herein to the contrary, the term “Member” shall refer to NYSTRS and any Affiliates thereof should a Transfer occur pursuant to Section 8.3(a), and their successors and assigns (the “NYSTRS Affiliated Members”), on the one hand, and the Xxxx Members and any Affiliates thereof should a Transfer occur pursuant to Section 8.4(a), and their successors and assigns (the “Xxxx Affiliated Members”), on the other hand. Any reference in this Agreement to the “Xxxx Members,” or to the Xxxx Members collectively as a Member, shall be deemed to refer to the Xxxx Affiliated Members in the aggregate as set forth in this Section 3.4. Unless explicitly provided herein to the contrary, the Xxxx Affiliated Members shall be treated for all purposes of this Agreement as if the Xxxx Affiliated Members’ Company Interests were held as a single, aggregate Company Interest by a single entity. The aggregate obligations of the Xxxx Affiliated Members under this Agreement may be satisfied or performed by any one or more of the Xxxx Affiliated Members. Allocations for tax and accounting purposes, and any distributions and contributions hereunder, to, among or by the individual Xxxx Affiliated Members (subject to applicable provisions of the Code or the Delaware Act) shall be made as directed by CarrAmerica or, in the absence of any direction by CarrAmerica, on a pro rata basis in accordance with the Percentage Interests of the respective Xxxx Affiliated Members. Unless explicitly provided herein to the contrary, a default or other event under this Agreement with respect to any one of the Xxxx Affiliated Members shall be deemed to have occurred with respect to all of the Xxxx Affiliated Members and the entire aggregate Company Interest of the Xxxx Affiliated Members; provided, however, that such crossing or aggregation of defaults or other events among the Xxxx Affiliated Members shall not be interpreted so as to increase or expand the scope or nature of the actions that must be taken under the terms of this Agreement to cure or remedy any such default or other event. Notwithstanding anything herein to the contrary, the NYSTRS Affiliated Members shall similarly be considered collectively as a single Member for all intents and purposes of this Agreement, under the same provisions set forth above applicable to the Xxxx Affiliated Members, provided that the NYSTRS Affiliated Members shall act through or at the direction of NYSTRS hereunder.
Sample 1
AutoNDA by SimpleDocs

Related to Xxxx Members; NYSTRS Members

  • Initial Members The initial Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • New Members No person may be admitted as a member of the Company without the approval of the Member.

  • MERS Membership Seller is a member in good standing under the MERS system.

  • General Partner Gross Income Allocation After giving effect to the special allocations in paragraph 2 but prior to any allocations under subparagraphs 1(a) or 1(b), there shall be specially allocated to the General Partner an amount of (i) first, items of Partnership income and (ii) second, items of Partnership gain during each fiscal year or other applicable period in an amount equal to the excess, if any, of (A) the cumulative distributions made to the General Partner under Section 7.3(b) of the Agreement, other than distributions which would properly be treated as “guaranteed payments” or which are attributable to the reimbursement of expenses which would properly be either deductible by the Partnership or added to the tax basis of any Partnership asset, over (B) the cumulative allocations of Partnership income and gain to the General Partner under this subparagraph 1(c)(i).

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: Name Membership Interest BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000

  • Tax Matters Member The Company and each Member hereby designate the Managing Member as the “tax matters partner” for purposes of Code Section 6231(a)(7) (the “Tax Matters Member”).

  • Committee Members See Section 3.5(a). -----------------

  • The Members The names and addresses of the Members and their initial Percentage Interests are as follows: Member Percentage Interest MacroMarkets LLC 100%

  • Special Member Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

Time is Money Join Law Insider Premium to draft better contracts faster.