Member LLC Agreement definition
Examples of Member LLC Agreement in a sentence
Notwithstanding anything to the contrary contained in this Agreement, the Member shall not take any action on behalf of the Company without obtaining the requisite written consent or ratification of such actions as required under the Member LLC Agreement.
Except as otherwise provided in the Member LLC Agreement, the Member shall not delegate any of its rights or powers to manage and control the business and affairs of the Company without obtaining the requisite approval set forth in the Member LLC Agreement.
In the event of any inconsistency between the terms and conditions set forth in this Agreement and the terms and conditions set forth in the Member LLC Agreement, the terms and conditions of the Member LLC Agreement shall control.
Notwithstanding any duty otherwise existing at law or in equity but subject to the terms of the Member LLC Agreement, the Member and any Affiliate of the Member may engage in or possess an interest in other business ventures (unconnected with the Company) of every kind and description, independently or with others, and the Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement.
The books of the Issuer, each Managing Member and each Financing Fund may be kept (subject to any provision contained in the applicable statutes) inside or outside the State of Delaware at such place or places as may be designated from time to time by the Issuer Operating Agreement, the applicable Managing Member LLC Agreement or the applicable Financing Fund LLC Agreement, as applicable.
None of the ▇▇▇▇▇ Blocker Corporations is a party to or bound by any option, warrant, purchase right or other Contract or commitment that could require such ▇▇▇▇▇ Blocker Corporation to sell, transfer or otherwise dispose of any ▇▇▇▇▇ Member Interests (other than the LLC Agreement and the ▇▇▇▇▇ Member LLC Agreement).
Notwithstanding the foregoing or anything to the contrary set forth herein, neither the Board nor any Officer shall be entitled to approve or otherwise take any other action that, pursuant to the terms of the Member LLC Agreement, requires the consent of the board of directors of the Member without first obtaining the consent of the board of directors of the Member in accordance with the terms of the Member LLC Agreement.
The Issuer shall not permit any Financing Fund LLC Agreement or Managing Member LLC Agreement to be amended in any material respect without the prior written consent of the Required Noteholders.
The SIP Member has at least one individual serving as Independent Manager in accordance with the terms and conditions set forth in the SIP Member LLC Agreement.
Obligor shall reimburse Pattern for 100% of any payment made by Pattern as required under the Guarantee with respect to any breach described in clause (x) of the definition of “Guaranteed LLCA Obligations” in Section 2(a) of the Guarantee after the date hereof to the extent directly caused by any breach by Buyer of its representation and warranties or covenants set forth in Section 3.02 and Section 3.03 of the Class B Member LLC Agreement (such payment, a “Subject Payment”).