Disposing Member definition

Disposing Member is defined in Section 4.1.

Disposing Member has the meaning given such term in Section 4.02.

Disposing Member means any Member that proposes to consummate a Disposition, including any proposed Disposition subject to Section 7.01(c), of all or any portion of its Membership Interest (whether or not the proposed Disposition is to another Member).

Examples of Disposing Member in a sentence

• The Disposing Member and its Assignee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission of the Assignee as a Member.

• Upon the Disposition of all or a portion of a Membership Interest, the Capital Account of the Disposing Member that is attributable to such Membership Interest shall carry over to the Assignee in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(l).

• No Disposition of Membership Interests shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to the Disposition, except as otherwise may be provided in any instrument or agreement pursuant to which a Disposition of Membership Interests is effected.

• No Disposition of a Membership Interest shall effect a release of the Disposing Member from any liabilities to the Company or the other Members arising from events occurring prior to the Disposition.

• The Disposing Member and its Assignee shall pay, or reimburse the Company for, all reasonable costs and expenses incurred by the Company in connection with the Disposition and admission, including the legal fees incurred in connection with the legal opinions referred to in Sections 3.03(b)(iii)(A)(III) and (IV), on or before the tenth Day after the receipt by that Person of the Company's invoice for the amount due.

More Definitions of Disposing Member

Disposing Member has the meaning set forth in Section 3.03(b)(ii)(A).

Disposing Member has the meaning set forth in Section 5.6.

Disposing Member is defined in Section 4.1. “Dissolution Event” is defined in Section 12.1(a).

Disposing Member has the meaning set forth in Section 10.8(d)(ii) hereof.

Disposing Member is defined in Section 11.8(b).

Disposing Member has granted the Assignee either (i) all, but not less than all, of such Disposing Member’s Membership Interests or (ii) the express right to be so admitted and (b) such Disposition is effected in strict compliance with this Article IV.

Disposing Member shall have the meaning assigned to such term in Section 8.01(a).