Constituent Partner definition
Constituent Partner means any person or entity that is a partner in, member or shareholder of any Borrower, or any person or entity that directly or indirectly through one or more limited liability companies, partnership or other entities, is a partner in, member or shareholder of any Borrower”.
Constituent Partner means any direct partner in any Maker, and any person or entity that is a partner in any partnership that, directly or indirectly through one or more other partnerships, is a partner in any Maker.
Constituent Partner as used herein, shall mean, any direct partner in Borrower and any person or entity that, directly or indirectly, through one or more other partnerships, limited liability companies or corporation or other entities is a partner in Borrower. For purposes of this Section 11.22(b), neither the negative capital account of any Constituent Partner in Borrower or in any other Constituent Partner in Borrower, nor any obligation of any Constituent Partner in Borrower to restore a negative capital account or to contribute or loan capital to Borrower or to any other Constituent Partner in Borrower shall at any time be deemed to be the property or an asset of Borrower (or any other Constituent Partner) and neither Lender nor any of its successors or assigns shall have any right to collect, enforce or proceed against with respect to any such negative capital account or obligation to restore, contribute or loan.
More Definitions of Constituent Partner
Constituent Partner shall have the meaning set forth in Section 11.22(b).
Constituent Partner in Seller means any direct partner in Seller and any person or entity that is a partner in any partnership that, directly or indirectly through one or more other partnerships, is a partner in Seller. This Section 8.02 shall survive the Closing and any termination of this Agreement. Notwithstanding anything to the contrary in this Agreement or in any other agreement, instrument or certificate delivered in connection herewith, after the Closing, Seller shall have no personal liability in connection with this Agreement or any other agreement, instrument or certificate delivered in connection herewith or any amendments or modifications to any of the foregoing made at any time or times; provided, however, Buyer shall have the right to set-off against the amounts owing under the Note any monetary obligations owed to Buyer from Seller arising out of a breach of any representation, warranty or covenant of Seller contained in this Agreement or the failure of Seller to comply with any other term or provision of this Agreement or any other agreement, instrument or certificate delivered in connection herewith or any amendments or modifications to any of the foregoing made at any time or times; provided further, however, that Buyer's right to setoff against amounts owing under the Note as a result of a breach of a warranty, representation or covenant hereunder shall be capped at $900,000.00.
Constituent Partner in Borrower shall mean any direct partner or member in Borrower and any person that is a partner or member in any partnership or limited liability company that, directly or indirectly, through one or more other partnerships or limited liability companies, is a partner or member in Borrower. As used herein, "person" means any individual, partnership, corporation, limited liability company, trust or other entity. "Affiliate" of a specified person or entity for the purposes of this Note or the other Loan Documents, means (i) a director, trustee, officer, employee, agent, partner, member, shareholder, subsidiary, or attorney of such entity, or (ii) a person or entity which (either directly or indirectly, through one or more intermediaries) controls, is under common contact with or is controlled by such person or entity, or (iii) any person or entity that, directly or indirectly, is the beneficial owner of ten percent (10%) or more of any class of voting securities (or otherwise has a substantial beneficial interest) in such entity or of which such person or entity is directly or indirectly the beneficial owner of ten percent (10%) or more of any class of voting securities (or in which such person or entity has a substantial beneficial interest), or (iv) any person or entity that is a director, trustee, officer, employee, agent, partner, member, shareholder, subsidiary or attorney of any of the foregoing. For purposes of this definition, control of a specified person or entity (including the correlative terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of the specified person or entity, whether through ownership of voting securities, the ability to appoint the majority of an entity's trustees, directors or persons in a similar capacity, or otherwise. For purposes of applying this definition, the managing partner of a general partner or limited partnership will be deemed to be in control thereof provided such managing partner possesses the power to direct or cause the direction of the management and policies of the partnership. The provisions of this Section shall survive any foreclosure of the Mortgage and discharge of this Note.
Constituent Partner in Seller means any direct partner in Seller and any person that is a partner in any partnership that, directly or indirectly through one of more other partnerships, is a partner in Seller. Notwithstanding anything herein to the contrary, in no event shall this Section 13.12 be deemed to be a limitation of Seller's liability under this Agreement.