Encumbering Member definition

Encumbering Member has the meaning set forth in Section 3.6(c).
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Encumbering Member shall have the meaning set forth in Section 13.6.
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Encumbering Member is defined in Section 7.2(c). EXHIBIT 10.1 EXECUTION VERSION
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Examples of Encumbering Member in a sentence

  • Such Interests shall be deemed ROFR Interests offered to the other Members under Section 13.5 at a price equal to the Fair Market Value of such Interests, and if such offer is accepted pursuant to Section 13.5, then such Encumbering Member shall be obligated to Transfer such Membership Interests in accordance with Section 13.5 and this Section 13.6.

  • A Member (the “Encumbering Member”) may pledge or mortgage all or a portion of its Membership Interests; provided, however, that if a creditor or trustee-in-bankruptcy forecloses on all or any portion of the Membership Interests of an Encumbering Member by a legal or equitable proceeding, such Encumbering Member shall be obligated to notify the other Members in writing (and such notice shall be the ROFR Notice) and the foreclosure shall be deemed to be a proposed Transfer of all such Interests.

  • Such Encumbering Member shall be obligated to sell its Membership Interest in accordance with Section 7.2(b) and this Section 7.2(c).

  • Notwithstanding the immediately preceding sentence, if the Encumbering Member is a Shell Parent Company or any Shell Parent Company directly or indirectly owns the Encumbering Member, any foreclosure (or deed in lieu thereof) by the lenders or any agent therefor and any Disposition to a third party by such lenders or agent following such foreclosure (or deed in lieu thereof) shall be subject to the requirements of Sections 3.03(b)(i) and 3.03(b)(ii).

  • The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority are presented as operating cash flow.Commitments and contingent assets or liabilities are presented on a gross basis.

  • The occurrence of a foreclosure or the Member becoming a Bankrupt Member shall be deemed to be a proposed Transfer of all the Membership Units subject to the Security Interest (in the case of an Encumbering Member) or all of the Membership Units of the Member (in the case of a Bankrupt Member) (and, in each case, such Membership Units shall be deemed Subject Units) under, and shall be subject to, Section 3.6(b) at a price equal to the Fair Market Value of such Subject Units.

  • If the Lender forecloses on an encumbered Interest and has satisfied the obligations set forth in this Section 7.7, the Encumbering Member shall be deemed to have validly Transferred its entire Interest to the Lender, whether or not the conditions set forth in Section 7.2 have been satisfied and the Lender shall be admitted as a Member, whether or not the conditions set forth in Section 7.4 have been satisfied.

  • If for any reason such foreclosure should fail to close by the date that is ninety (90) days after the date of the commencement of foreclosure, as such period may be extended to obtain any required regulatory approvals as provided by Section 3.6(i), the Encumbering Member must comply with the provisions set forth in this Section 3.6(d) prior to making any subsequent Transfer of all or any portion of its Membership Interest.


More Definitions of Encumbering Member

Encumbering Member permits any Security Interest on any of its Membership Interests and a creditor or trustee-in-bankruptcy (the “Secured Party”) forecloses upon all or any portion of such Membership Interests of an Encumbering Member by a legal or equitable proceeding, or a Member becomes a Bankrupt Member, then the Encumbering Member (or, at the option of the Secured Party, the Secured Party) or Bankrupt Member, as the case may be, shall give the other Members notice in writing (and such notice shall constitute a ROFO Notice and shall include the information required to be included in a ROFO Notice, including the ROFO Price (which, in this case, shall be the Encumbering Member’s (or, at the option of the Secured Party, the Secured Party’s) or Bankrupt Member’s estimate of the Fair Market Value of the Subject Units and subject to determination in accordance with Section 3.11(a)), and such Encumbering Member or Bankrupt Member, as the case may be, shall be deemed a ROFO Transferring Member with respect to such portion of its Membership Interests that have been foreclosed upon, or all of its Membership Interests in the case of a Member becoming a Bankrupt Member). The occurrence of a foreclosure or the Member becoming a Bankrupt Member shall be deemed to be a proposed Transfer of all the Membership Units subject to the Security Interest (in the case of an Encumbering Member) or all of the Membership Units of the Member (in the case of a Bankrupt Member) (and, in each case, such Membership Units shall be deemed Subject Units) under, and shall be subject to, Section 3.6(b) at a price equal to the Fair Market Value of such Subject Units.
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Related to Encumbering Member

  • Disposing Member is defined in Section 4.1.

  • Leaseholder means a grantee or a person or other legal entity holding a valid lease or licence of occupation with the federal Crown for the use or occupation of land in Jasper National Park, and shall mean Canadian National Railway in respect of lots or land parcels held by Canadian National Railway, and shall mean Jasper National Park of Canada in respect to lots or land parcels held by the Crown;

  • Other Member means a Voting Member who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

  • Leasehold interest means the interest of the lessor or the lessee under a lease contract.

  • Property Owner means any person shown as the owner of land on the last equalized assessment roll or otherwise known to be the owner of land by the city council. “Business owner” means any person recognized by the city as the owner of the business. “Owner” means either a business owner or a property owner. The city council has no obligation to obtain other information as to the ownership of land or businesses, and its determination of ownership shall be final and conclusive for the purposes of this part. Wherever this part requires the signature of the property owner, the signature of the authorized agent of the property owner shall be sufficient. Wherever this part requires the signature of the business owner, the signature of the authorized agent of the business owner shall be sufficient.

  • Transferring Member has the meaning set forth in Section 9.4.

  • General Partnership Interest means a Partnership Interest held by the General Partner that is a general partnership interest.

  • Membership Interest means a Member’s entire interest in the Company including such Member’s right to receive allocations and distributions pursuant to this Agreement and the right to participate in the management of the business and affairs of the Company in accordance with this Agreement, including the right to vote on, consent to, or otherwise participate in any decision or action of or by the Members granted pursuant to this Agreement.

  • Permitted Real Property Encumbrances means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way, minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent, (iii) municipal and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.

  • Selling Member has the meaning set forth in Section 10.5(a).

  • Leasehold Interests means all of each Borrower’s right, title and interest in and to, and as lessee, of the premises identified on Schedule 4.19(A) hereto.

  • Limited Partnership Interest means the ownership interest of a Limited Partner in the Partnership at any particular time, including the right of such Limited Partner to any and all benefits to which such Limited Partner may be entitled as provided in this Agreement and in the Act, together with the obligations of such Limited Partner to comply with all the provisions of this Agreement and of the Act.

  • Property Owner Association Property means, for each Fiscal Year, any property within the boundaries of IA No. 1 that was owned by a property owner association, including any master or sub-association, as of January 1 of the prior Fiscal Year.

  • Bona fide member means an individual who participates in activities of a qualified organization

  • Leasehold of any Person means all of the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

  • Recorded Leasehold Interest means a Leasehold Property with respect to which a Record Document has been recorded in all places necessary or desirable, in Collateral Agent’s reasonable judgment, to give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real property.

  • Foreclosure Property shall have the meaning assigned to such term in the Servicing Agreement or such other analogous term used in the Servicing Agreement.

  • Founding Member means any individual who is either:

  • Pledged Partnership Interests means all interests in any general partnership, limited partnership, limited liability partnership or other partnership including, without limitation, all partnership interests listed on Schedule 4.4(A) under the heading “Pledged Partnership Interests” (as such schedule may be amended or supplemented from time to time) and the certificates, if any, representing such partnership interests and any interest of such Grantor on the books and records of such partnership or on the books and records of any securities intermediary pertaining to such interest and all dividends, distributions, cash, warrants, rights, options, instruments, securities and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such partnership interests.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Hotel Property means a Property on which there is located an operating hotel.

  • State property means any building, land, or other real property owned, leased, or occupied by any department, agency, or instrumentality wholly owned by the State, unless, with respect to any building, land, or other real property leased or rented by the State, the lease or rental agreement shall prohibit the establishment of such vending facilities.

  • Partnership Interest means an interest in the Partnership, which shall include the General Partner Interest and Limited Partner Interests.

  • Purchasing Member has the meaning set forth in Section 9.2(c).

  • Restricted Party shall have the meaning set forth in Section 7.1 hereof.

  • Project Subsidiary means any Subsidiary of the Company held for the purpose of holding, constructing or acquiring power generation facilities or related or ancillary assets or properties and any Subsidiary of the Company whose assets consist primarily of equity interests in one or more other Project Subsidiaries; provided that a Subsidiary will cease to be a Project Subsidiary if it Guarantees any Indebtedness of the Company other than obligations of the Company related to Project Debt of one or more Project Subsidiaries.